| Fri 8 Jul 2011, 17:24 | | AFP - AF Pref - No Change Statement and Notice of Annual General Meeting |
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AFP
AFP
AFP - AF Pref - No Change Statement and Notice of Annual General Meeting
Alexander Forbes Preference Share Investments Limited
(Incorporated in the Republic of South Africa)
Registration number 2006/031561/06
Share code: AFP
ISIN number: ZAE000098067
("AF Pref")
NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING
No change statement
Shareholders are advised that the annual financial statements of AF Pref and
Alexander Forbes Equity Holdings (Pty) Limited for the year ended 31 March 2011
have been distributed to shareholders on 8 July 2011 and contain no material
modifications to the audited results which were published on SENS on 14 June
2011.
Notice of AF Pref annual general meeting
Notice is hereby given that the fifth annual general meeting of members of the
Company will be held in the Acacia Board Room, 7th Floor, Alexander Forbes
Place, 61 Katherine Street, Sandown, Sandton on Wednesday, 10 August 2011 at
15h00 to transact the business as stated in the annual general meeting notice
forming part of the annual financial statements. The last day to trade for
shareholders to be able to attend and vote at the annual general meeting is
Friday, 29 July 2011. In order to be effective, duly completed forms of proxy
must be received at the office of the Transfer Secretaries by not later than
15h00 on Friday, 5 August 2011.
EquityCo notice of annual general meeting
In terms of the Pre-Listing Statement of AF Pref issued on 10 July 2007, the
notice of annual general meeting of Alexander Forbes Equity Holdings Proprietary
Limited ("EquityCo") appears below. It is noted that AF Pref preference
shareholders registered as such on the close of business on Friday, 22 July 2011
will be entitled, subject to any applicable provisions of South African law, and
of the EquityCo articles, to instruct AF Pref to exercise the voting rights, if
any, pertaining to the EquityCo ordinary shares corresponding to their AF Pref
Preference Shares.
A document entitled Instruction as to Voting Rights, has been circulated to
shareholders with the annual financial statements and should be lodged with the
Company`s transfer secretaries or at the Company`s registered office on or
before 08h30 on Wednesday, 3 August 2011 in order to give AF Pref preference
shareholders` instructions as to the exercise of their voting rights.
Notice is hereby given that the fifth annual general meeting of members of
EquityCo will be held in the Acacia Board Room, 7th Floor, Alexander Forbes
Place, 61 Katherine Street, Sandown, Sandton on Friday, 5 August 2011 at 08h30,
for the consideration of the following resolutions, with or without
modification:
ORDINARY RESOLUTION NUMBER 1 - Adoption of Financial Statements
To receive and adopt the audited annual financial statements for the year ended
31 March 2011, together with the reports of the directors and auditors.
Copies of the annual financial statements for the preceding financial year are
available on the Company`s website or on request from the Company Secretary.
ORDINARY RESOLUTION NUMBER 2 - Re-election of Directors
To re-elect, by way of separate resolutions:
2.1 Dr D Konar
2.2 Ms N Kolbe, and
2.3 Mr H Meyer
to the Board of Directors.
Dr D Konar retires by rotation at the annual general meeting in terms of article
85(a) of the Company`s articles of association and Ms N Kolbe and Mr H Meyer
retire as Directors of the Company as they were appointed as Directors during
the year and, in terms of article 89 of the Company`s articles of association
are required to retire at the annual general meeting. The retiring Directors are
eligible and offer themselves for re-election.
Dr Konar, Ms Kolbe and Mr Meyer`s curricula vitae appear on page 40 of the
integrated annual report. The Board strongly recommends the candidates for
favourable consideration by members at the annual general meeting.
ORDINARY RESOLUTION NUMBER 3 - Appointment of Audit Committee Members
To elect, by way of separate resolutions, the following independent Non-
executive Directors, as members of the Audit Committee of
the Company:
3.1 Dr D Konar (Chairman)
3.2 Adv. V Ngalwana, and
3.3 Mr B Petersen.
ORDINARY RESOLUTION NUMBER 4 - Appointment of Auditors
To re-appoint the auditors of EquityCo for the ensuing year.
The board recommends that PricewaterhouseCoopers Inc. be reappointed as external
auditors, and that Mr J Grosskopf be appointed as the designated auditor to hold
office for the ensuing year.
ORDINARY RESOLUTION NUMBER 5 - Remuneration Report
To pass a non-binding advisory vote on the Company`s remuneration policy, which
is included in the financial statements in the
annual report, of which this notice forms part, on page 231.
SPECIAL RESOLUTION NUMBER 1 - Non-executive Directors` Fees
To approve the following Directors` fees with effect from their approval at the
annual general meeting:
1.1 Independent Non-Executive Directors:
Board Audit Remuneration & Transformation
Committee Nominations Committee
Committee
Chairperso n/a 383 571 164 388 82 194
n
Member 383 572 164 388 82 194 43 836
1.2 Non-Executive Directors:
Non-Executive directors to receive an annual retainer of R247 678 each.
SPECIAL RESOLUTION NUMBER 2 - Section 45 Inter Group Loans
To resolve that the Company be and is hereby authorised to provide direct or
indirect financial assistance to any related or inter-related company (as
defined in the Companies Act 71 of 2008 (the "Companies Act")) of the Company by
way of a general authority in favour of that category of recipients as
contemplated in section 45(3)(a)(ii) of the Companies Act, on the terms and
conditions and for amounts that the Board of Directors may determine from time
to time.
8 July 2011
Sandton
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 08/07/2011 17:24:01 Produced by the JSE SENS Department.
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