Full integrated annual report - African Bank - Investoreports

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Notice of annual general meeting continued
17.3.2 the approval by the shareholders in terms of this special resolution shall be valid only until
the next annual general meeting of the company or 15 months from the date of the AGM at
which this special resolution is passed, whichever period is shorter;
17.3.3 repurchases may not be made at a price greater than 10% above the weighted average of
the market value for the securities for the fi ve business days immediately preceding the date
on which the transaction is effected or, if the company’s securities have not traded in such
5 business day period, the JSE should be consulted for a ruling;
17.3.4 at any point in time, the company may only appoint one agent to effect any repurchases on
its behalf;
17.3.5 a resolution by the board of directors of the company that they authorise the repurchase,
that the company pass the solvency and liquidity test contemplated in the 2008 Companies
Act and that since that test was done there has been no material change to the fi nancial
position of the ABIL Group;
17.3.6 any such general repurchases are subject to exchange control regulations and approvals at
that point in time;
17.3.7 the company and/or its subsidiaries may not repurchase any securities in terms of this
authority during a prohibited period, as defi ned in the JSE Listings Requirements, unless
they have in place a repurchase programme where the dates and quantities of securities
to be traded during the relevant period are fi xed (not subject to any variation) and full
details of the programme have been disclosed in an announcement over SENS prior to the
commencement of the prohibited period; and
17.3.8 when the company, together with its subsidiaries, has cumulatively repurchased 3% of the
initial number of the relevant class of securities an announcement will be made.
Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised.
Motivation for special resolution 11 and statement required in terms of paragraph 11.26 of the JSE
Listings Requirements
Pursuant to and in terms of the JSE Listings Requirements, the board of directors of the company hereby
state that:
At the date of this notice, the board of directors of the company has no defi nite intention of repurchasing
shares, other than in relation to hedging the group’s exposure to the ABIL share price under its long term
incentive programme. It is proposed and the directors believe it to be in the best interests of the company
that shareholders pass special resolution 11 which will give the directors the authority to repurchase a
maximum of 3% of the company’s issued share capital in any one fi nancial year.
In determining the method by which the company would repurchase its securities, the maximum
number of securities to be repurchased and the date on which such repurchase will take place, the
directors of the company will only make repurchases if, at the time of the repurchase, they are of the
opinion that:
a) the company and the group will, after the repurchase, be able to pay their debts as they become
due in the ordinary course of business for the 12 month period following the date of such
repurchase;
b) the consolidated assets of the company and the group, fairly valued and recognised and
measured in accordance with the accounting policies used in the latest audited fi nancial
statements, will, after the repurchase, be in excess of the consolidated liabilities of the company
and the group for the 12 month period following the date of the repurchase;
Integrated report 2011 | African Bank Investments Limited