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CML
CML
Coronation Fund Managers Limited - Correction To Distribution To Shareholders
And Amendement Of Ordinary Resolution 5 Contained In The Notice Of Annual
General Meeting
Coronation Fund Managers Limited
(Incorporated in the Republic of South Africa)
(Registration number 1973/009318/06)
ISIN: ZAE000047353
Share code: CML
("Coronation" or "the Company")
CORRECTION TO DISTRIBUTION TO SHAREHOLDERS AND AMENDEMENT OF ORDINARY RESOLUTION
5 CONTAINED IN THE NOTICE OF ANNUAL GENERAL MEETING
DISTRIBUTION TO SHAREHOLDERS
Shareholders are referred to the announcements dated 15 November 2005 and 19
December 2005 regarding the Board"s resolution to proceed with a distribution to
shareholders of the Company of 36 cents per Coronation share and the circular
and notice of general meeting regarding the distribution to shareholders posted
to shareholders on 23 December 2005.
Due to the allotment and issuance by the Company of 1 606 658 shares to
participants in the Coronation 2003 Employee Share Incentive Scheme ("the
Scheme") who elected to exercise such options under and in terms of the rules of
the Scheme, it has become necessary to adjust the numbers announced in the
notice of general meeting and accordingly amend Ordinary Resolution 1 as
follows:
1. Current Ordinary Resolution 1:
"Resolved that the Company"s share premium account of R1 673 290 595 be and is
hereby reduced by R137 618 975 to an amount of R1 535 617 620 in accordance with
the provisions of section 90 of the Companies Act 61 of 1973(as amended), by way
of a cash payment to the Company"s shareholders recorded in the register as such
on Friday, 10 February 2006 of 36 cents per ordinary share held in the capital
of the Company."
2. Revised Ordinary Resolution 1:
"Resolved that the Company"s share premium account be and is hereby reduced by
R138 197 372 in accordance with the provisions of section 90 of the Companies
Act 61 of 1973 (as amended), by way of a cash payment to the Company"s
shareholders recorded in the register as such on Friday, 10 February 2006 of 36
cents per ordinary share held in the capital of the Company."
NOTICE OF GENERAL MEETING - AMENDMENT TO ORDINARY RESOLUTION 5
Shareholders are further referred to the Notice to Shareholders dated 9 December
2005 regarding the 32nd Annual General Meeting of the Company ("the Notice")
contained in the Company"s 2005 Annual Report posted to shareholders on 23
December 2005.
In anticipation of the exercise dates of the options issued under the Scheme,
the directors of the Company had proposed a resolution of shareholders in the
form of Ordinary Resolution 5 set out in the Notice, in terms of which the
directors are authorised to to allot and issue ordinary shares of 0.01 cent each
in the capital of the Company on a year to year basis, subject to the Companies
Act 61 of 1973 (as amended), the Listings Requirements of the JSE Limited, and
the terms of the Scheme.
The directors have noted that Ordinary Resolution 5 as currently worded in the
Notice is not specific as to its purpose and application, and hereby seek to
clarify it by effecting an amendment as follows:
1. Current Ordinary Resolution 5:
"To authorise the directors to allot and issue in their discretion all or a
portion of the unissued ordinary shares of 0.01 cent each in the capital of the
Company at such time or times, and upon such terms and conditions as they may
determine (subject to sections 221 and 222 of the Companies Act 61 of 1973 (as
amended), and the Listings Requirements of the JSE Limited, the aforesaid
authority to remain in force until the next annual general meeting of the
Company."
2. Revised Ordinary Resolution 5:
"To place 2 803 321 ordinary shares of 0.01 cent each in the capital of the
Company under the control of the directors for allotment and issue to
participants in the Coronation 2003 Employee Share Incentive Scheme in terms of
the provisions of that Scheme (subject to sections 221 and 222 of the Companies
Act 61 of 1973 (as amended) and the Listings Requirements of the JSE Limited,
the aforesaid authority to remain in force until the next annual general meeting
of the Company."
Cape Town
19 January 2006
Sponsor to Coronation
Deutsche Securities (SA) (Pty) Ltd
Date: 19/01/2006 04:29:54 PM Produced by the JSE SENS Department
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