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3. Ordinary resolution 3 – Election of N Nalliah
>annual general meeting
RESOLVED THAT Nithiananthan Nalliah, who retires in accordance with the company’s MOI and being eligible, offers
himself for re-election, be re-elected as director of the company with immediate effect.
Percentage of voting rights required to pass this resolution: 50% plus one vote of the voting rights exercised.
4. Ordinary resolution 4 – Election of S Sithole
RESOLVED THAT Samuel Sithole, who retires in accordance with the company’s MOI and being eligible, offers himself
for re-election, be re-elected as director of the company with immediate effect.
Percentage of voting rights required to pass this resolution: 50% plus one vote of the voting rights exercised.
Motivation for ordinary resolutions 1 to 4
In terms of the MOI of the company, one third of the directors are required to retire at each annual general meeting.
There are 11 directors of ABIL. Accordingly, four directors are required to retire, and such directors must be selected from
those directors who have served longest in time since their last election or re-election. Applying these requirements, the
four directors listed in ordinary resolutions 1 to 4 are required to retire and they are entitled and have offered themselves
for re-election. The board recommends to shareholders the re-election of the four directors.
The profiles of the directors standing for re-election appear at the end of this notice.
5. Ordinary resolution 5 – reappointment of the auditors
RESOLVED THAT Deloitte & Touche be reappointed as auditors of the company (and as at the date of this notice of
AGM, Deloitte & Touche has determined that Mgcinisihlalo Jordan will continue to be the designated auditor to perform
the functions of auditor of the company, Mr Jordan having been first so appointed in 2009).
Percentage of voting rights required to pass this resolution: 50% plus one vote of the voting rights exercised.
Motivation for ordinary resolution 5
Deloitte & Touche has indicated its willingness to continue in office and ordinary resolution 5 proposes the reappointment
of that firm as the company’s auditor until the conclusion of the next annual general meeting.
At the ABIL audit committee meeting held on 12 November 2012, the committee considered the independence of the
auditor, Deloitte & Touche, in accordance with section 94(8) of the 2008 Companies Act. The ABIL audit committee also
considered whether Deloitte & Touche is independent as prescribed by the Independent Regulatory Board for Auditors
established by the Auditing Profession Act and was satisfied that Deloitte & Touche was independent. The audit
committee nominates Deloitte & Touche for reappointment as registered auditor of the company.
Furthermore, the ABIL audit committee has, in terms of paragraph 3.86 of the JSE Listings Requirements, considered and
satisfied itself that Deloitte & Touche, the reporting accountant and individual auditor are accredited to appear on the
JSE List of Accredited Auditors, in compliance with section 22 of the JSE Listings Requirements.
6. Ordinary resolution 6 – non-binding advisory vote on the remuneration policy
RESOLVED THAT, as contemplated in King III which requires that the remuneration policy of the company be tabled to
shareholders for a non-binding advisory vote, the shareholders approve the remuneration policy of the company
(excluding the remuneration of the non-executive directors) as annexed to this notice.
Percentage of voting rights required to pass this resolution: as this is not a matter that is required to be resolved or
approved by shareholders, no minimum voting threshold is required. Nevertheless, for record purposes, the minimum
percentage of voting rights to adopt this resolution as a non-binding advisory vote is 50% plus one vote of the voting
rights exercised.
African Bank Investments Limited | Integrated Report for the year ended 30 September 2012 331