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SPG
SPG
SPG - Super Group Limited - Amendment to ordinary resolution number 6 to be
transacted at the Super Group Annual General Meeting on the 29th November 2010
Super Group Limited
(Incorporated in the Republic of South Africa)
Registration number 1943/016107/06
ISIN: ZAE000011334
Share code: SPG
("Super Group" or "the Company")
AMENDMENT TO ORDINARY RESOLUTION NUMBER 6 TO BE TRANSACTED AT THE SUPER GROUP
ANNUAL GENERAL MEETING ON THE 29TH NOVEMBER 2010
Shareholders of Super Group ("shareholders")are referred to the 2010 Annual
Report incorporating the notice of annual general meeting dated 29 October 2010
("notice of annual general meeting"). Accordingly, shareholders are advised that
Super Group will amend the ordinary resolution number 6 contained in the notice
of annual general meeting to reflect the following:
1 The maximum aggregate number of shares that may be issued under the Plans
is set to 327 300 000 (previously 500 000 000) amounting to 10% (previously
15.3%) of the issued share capital.
2 Reference to an aggregate fixed number of shares which can be acquired
under the Plans by any one participant is set at 32 700 000 (previously 60
000 000) amounting to 1% (previously 1.8%) of the issued share capital.
The revised ordinary resolution is:
Ordinary resolution number 6 - Amendments to the Super Group Limited Share
Appreciation Right Scheme 2005 and the Super Group Limited Long-Term
Incentive Plan 2005
"Resolved as an ordinary resolution that the provisions of the Super Group
Limited Share Appreciation Right Scheme 2005 ("SAR") and the Super Group
Limited Long Term Incentive Plan 2005("LTIP") (collectively referred to as
"the Plans") be amended to ensure compliance with the Schedule 14 of the
JSE Listing Requirements and the King Code of Governance Principles - 2009
and the King Report on Governance for South Africa - 2009 ("King III")".
In terms of the JSE Listings Requirements, 75% (seventy-five percent) of
the votes cast by shareholders present or represented by proxy at the
annual general meeting must be cast in favour of this ordinary resolution
for it to be approved.
Salient terms to the resolution and summary of the Plans
The salient terms of the Plans and the main points of the amendments are
summarised as follows:
* The maximum aggregate number of shares that may be issued under the
Plans is set to 327 300 000 amounting to 10% of the issued share capital.
This requirement replaces the previous limit which was expressed as 15% of
the issued share capital. This limit is permitted to be increased
proportionately to reflect changes in capital structure, as specified. In
addition, it is clarified that shares purchased in the market in settlement
of the Plans and awards that are forfeited are excluded from this limit.
* Reference to an aggregate fixed number of shares which can be acquired
under the Plans by any one participant is set at 32 700 000 amounting to 1%
of the issued share capital.
* The Plans have been amended to confirm that the employees` seniority
and their ability to influence the share price, form the primary basis upon
which awards under the Plans are made.
* Confirmation that non-executive directors of the company are not
eligible to participate in the Plans.
* The discretion afforded to the Remuneration Committee in the case of
termination of employment of a participant has been limited within a
specific framework and certain of the provisions applicable on termination
of employment have been amended.
* The settlement method provisions were amended to ensure clarity for
the participants as well as the company.
* The Plans have been amended to include that securities may only be
purchased once participants have been formally identified for allocation.
* Amendment of the provisions relating to the effects of a
reconstruction or takeover and variation of share capital or a
capitalisation issue on the terms of instruments such that the directors
shall adjust the terms of the instruments such that the participant is
entitled to the same proportion of equity capital after the event as he was
before the event. In addition, various procedures which need to be followed
when such an adjustment is made have been added to the rules of the Plans.
* King III requires the application of company performance conditions to
govern the vesting of awards under the Plans, and precludes the application
of retesting. The application of company performance conditions has been
applied since the approval of the Plans. Future awards will have relevant
performance conditions, will not provide for retesting as recommend by King
III.
* Cross reference to certain provisions included in the JSE Listings
Requirements.
* Confirmation that shares held by the Plans will not have their votes
taken into account for the purposes of resolutions proposed in terms of the
JSE Listings Requirements.
* Certain points of clarity and administrative changes to the Plans as
required by the JSE Listing Requirements and King III are proposed. The
Plans will be available for inspection during normal business hours at the
registered office of the company from the date of issue of the Annual
Report of which this notice of annual general meeting forms part, up to
including the date of the annual general meeting.
If you have already submitted your form of proxy and want to change your vote on
Resolution number 6, please resubmit your proxy fully completed and clearly mark
it "Replacing previous form of proxy". Copies of the proxy will be available on
the Super Group Website www.supergroup.co.za or from Nigel Redford.
Should you have any queries please contact Nigel Redford on +27(0)11 523 4000.
Sandton
19 November 2010
Sponsor
Deutsche Securities (SA) (Proprietary) Limited
Date: 19/11/2010 16:04:01 Produced by the JSE SENS Department.
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