| Thu 28 Jul 2011, 17:00 | | BAT - BRAIT S.A. Societe Anonyme - Results of Annual General Meeting (AGM) |
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BAT
BRAIT
BAT - BRAIT S.A.,Societe Anonyme - Results of Annual General Meeting ("AGM")
BRAIT S.A.,Societe Anonyme
(Incorporated in Luxembourg)
(RCS Luxembourg B-13861)
Share code: BAT & ISIN: LU0011857645
("Brait" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING ("AGM")
At the AGM of the Company held on Wednesday, 27 July 2011, resolutions 1to 10
contained in the notice of AGM, which formed part of the
31 March 2011 annual financial statements to shareholders, dated 15 June 2011,
were passed by the requisite majority. These resolutions dealt with the
following matters:
1. To ratify and confirm the payment of an interim dividend for the year ended
31 March 2011 of 74.24 ZAR cents per share (10,74 US cents per share )
which was paid on 6 December 2010.
2. To receive and adopt the reports of the directors, statutory auditor and
independent auditors for the year ended 31 March 2011.
3. To receive and adopt the statutory financial statements of the Company and
the consolidated financial statements of the Group for the year ended 31
March 2011.
4. To grant discharge to the directors, officers and the statutory auditor in
respect of the execution of their mandates to 31 March 2011.
The directors, officers and the statutory auditor of the Company are
appointed by the Company with a one-year mandate, in terms of the Company`s
articles and Luxembourg Law. It is customary practice to discharge the
directors, officers and the statutory auditor from their mandate at the
annual general meeting, prior to their re-appointment to office for the
following year. The discharge of the mandate does not affect the
obligations and liability of the directors, officers and statutory auditors
in respect of their duties while in office.
5. To ratify the appointment of Dr CH Wiese to the Board of directors with
effect from 4 May 2011.
6. To re-elect the following directors for a further term of office in
accordance with the provisions of the Articles of Incorporation:
- Mr AC Ball
- Mr C Keogh
- Mr RJ Koch
- Mr PJ Moleketi
- Mr CS Seabrooke
- Mr HRW Troskie
- Mr SJP Weber
- Dr CH Wiese
7. To receive and act on the statutory nomination of the statutory auditor and
the independent auditor for a term of one year ending at the annual general
meeting in 2012.
8. To allocate the Company`s profits.
In terms of Luxembourg law, the Company is required to transfer to a legal
reserve a minimum of 5% of the unconsolidated net earnings for each
financial year until the reserve equals 10% of its issued share capital.
The legal reserve is not available for distribution, except upon
dissolution of the Company.
9. To renew the authority granted to the Company to purchase its own shares
subject to the following limitations:
9.1 Unless a tender offer is made to all shareholders on the same terms
and except in case of an emergency where the purchase is carried out
to avoid a material loss, which the Company would otherwise incur,
each purchase shall be made through a stock exchange on which the
shares in the Company are regularly traded and the purchase price
shall not exceed 5% above the average market value for the shares on
all stock exchanges on which the ordinary shares are listed and have
traded for the 10 (ten) business days before the purchase.
9.2 If purchases are by tender, tenders must be available to all
shareholders.
9.3 The maximum number of shares that may be repurchased pursuant to this
authority shall not exceed 10% of the issued share capital of the
Company from time to time.
9.4 This authority shall not extend beyond 18 (eighteen) months from the
date of this annual general meeting but shall be renewable for further
periods by resolution of the annual general meeting of the
shareholders from time to time.
10. To renew the Board`s authority to issue ordinary shares and to restrict and
withdraw statutory pre-emption rights.
Resolution 11 - which would reflect the changes to the Company`s Articles
of Incorporation pursuant to Resolution 10 - was not considered by the AGM
as it needed notarial involvement. This resolution will be considered by
shareholders shortly when the next Extraordinary General Meeting is
convened in August 2011.
By order of the board
JP Moleketi
Chairman
28 July 2011
Sponsor
RAND MERCHANT BANK (a division of FirstRand Bank Limited)
Date: 28/07/2011 17:00:01 Produced by the JSE SENS Department.
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