| Mon 29 Sep 2003, 18:19 | | Notice of annual general meeting |
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Mustek Limited - Notice of annual general meeting
Mustek Limited
Registration number: 1987/070161/06
Share code: MST
ISIN: ZAE000012373
Notice of annual general meeting
Notice is hereby given that the sixteenth annual general meeting of the company
will be held at Mustek Limited"s head office at 322 15th Road, Randjespark,
Midrand at 11:00 on 24 October 2003 for the following purposes:
1. To consider and approve the annual financial statements for the year ended 30
June 2003.
2. To re-elect directors, Messrs H Engelbrecht, D Kramer and M Gama, who retire
in terms of the company"s articles of association, but being eligible, offer
themselves for re-election.
3. To confirm the remuneration of the directors for the year under review.
4. To authorise the directors to determine the auditors" remuneration for the
year under review.
5. To confirm the re-appointment of the auditors.
6. To approve the interim dividend of 25 cents per share and the final dividend
of 25 cents per share.
7. To place the unissued shares under the control of the directors, granting
general authority to the directors to allot and issue the unissued ordinary
shares of the company upon such terms and conditions as they in their sole
discretion may determine, subject to the provisions of the Companies Act 1973,
as amended, and the requirements of the JSE Securities Exchange South Africa
("JSE").
8. To consider, and if deemed fit to pass, with or without modification, the
following ordinary and special resolutions:
Ordinary resolution
Resolved that the company"s directors be hereby authorised by way of a general
authority to issue unissued shares in the company for cash as and when suitable
opportunities arise, subject to the following limitations:
- That this authority shall not extend beyond 15 months from the date of this
meeting or the date of the next annual general meeting, whichever is the earlier
date;
- That the issue shall be to public shareholders, as defined in paragraph 4.26
of the JSE Listings Requirements, and not to related parties;
- That a paid press release, giving full details, including the impact on net
asset value and earnings per share, be published at the time of any issue
representing, on a cumulative basis within one year, 5% or more of the number of
ordinary shares issued prior to the issue;
- That issues in the aggregate in any financial year shall not exceed 15% of the
number of ordinary shares of the company"s issued share capital, including
instruments which are convertible into ordinary shares;
- That, in determining the price at which an issue for shares will be made in
terms of this authority, the maximum discount permitted be 10% of the weighted
average traded price of the shares in question over the 30 business days prior
to the date that the price of the issue is determined or agreed to by the
company"s directors; and
- Any other requirements the JSE may have.
The approval of 75% of the votes cast by shareholders present or represented by
proxy at this meeting is required for this ordinary resolution to become
effective.
Special resolution
Resolved that the company"s directors be hereby authorised, by way of a general
authority, to purchase issued shares in the company, or to permit a subsidiary
of the company to purchase shares in the company, as and when deemed
appropriate, subject to the following limitations:
- That this authority shall not extend beyond 15 months from the date of this
meeting or the date of the next annual general meeting, whichever is the earlier
date;
- That any such repurchase be implemented on the open market of the JSE;
- That a paid press release giving such details as may be required in terms of
the Listings Requirements of the JSE be published when the company or its
subsidiary have cumulatively repurchased 3% of the shares in issue;
- That the general repurchase may not exceed 20% of the number of shares in the
company"s issued share capital at the time this authority is given provided that
the acquisition of shares by a subsidiary of the company may not exceed 10% of
the number of issued shares of the company;
- That, in determining the price at which shares may be repurchased in terms of
this authority, the maximum premium permitted be 10% above the weighted average
traded price of the shares as determined over the 5 (five) days prior to the
date of repurchase;
- That such repurchase shall be subject to the Companies Act (Act 61 of 1973),
as amended, ("the Companies Act") and the applicable provisions of the Listings
Requirements of the JSE; and
- The sponsor of the company provides a letter to the JSE on the adequacy of
working capital in terms of section 2.14 of the JSE Listings Requirements,
before the share repurchase commences.
Having considered the effect of the maximum repurchase of 20% of the company"s
issued share capital in any one financial year, the directors are of the opinion
that:
- The company and the Group will, after payment for such maximum repurchase, be
able to repay its debts in ordinary course of business for a period of 12 months
following the date of the annual general meeting;
- The company"s and the Group"s consolidated assets, fairly valued according to
generally accepted accounting practice and on a basis consistent with the last
financial year of the company, will, after such payment, exceed their
consolidated liabilities for a period of 12 months following the date of the
annual general meeting;
- The company"s and the Group"s ordinary share capital and reserves will, after
such payment, be sufficient to meet their needs for a period of 12 months
following the date of the annual general meeting; and
- The company and the Group will, after such payment, have sufficient working
capital to meet its needs for a period of 12 months following the date of the
annual general meeting.
Reasons for and effect of the special resolution
The reasons for and the effect of the special resolution are to grant the
company"s directors a general authority, up to and including the date of the
following annual general meeting of the company, to approve the company"s
purchase of shares in itself, or to permit a subsidiary of the company to
purchase shares in the company.
By order of the board
D Tam
Midrand
12 September 2003
Date: 29/09/2003 05:42:36 PM
Produced by the JSE SENS Department
