Annual Report - JD Group

67
Notice to shareholders
Notice is hereby given that the annual general meeting of shareholders will be held in the boardroom, 11th Floor, JD House, 27 Stiemens
Street, Braamfontein, on Wednesday, 9 February 2005, at 09:00 to conduct the following business:
1. Ordinary resolution number 1: The adoption of the annual financial statements
To receive and adopt the annual financial statements of the Group and the Company for the financial year ended 31 August 2004,
including the directors’ report and the report of the independent auditors contained therein.
2. Ordinary resolution number 2: The re-election of directors
To elect the following directors:
2.1 IS Levy
2.2 M Lock
2.3 MJ Shaw
2.4 JHC Kok
who, in terms of the Company’s articles of association, retire by rotation at the annual general meeting, but, being eligible, offer
themselves for re-election.
Such re-elections are to be voted on individually unless a resolution is agreed to by the meeting (without any vote against it) that a single
resolution be used.
An abbreviated curriculum vitae in respect of each director offering themselves for re-election is set out on pages 10 and 12 of book 2.
3. Ordinary resolution number 3: The renewal of the authority that all the unissued shares be placed under the control of the directors
To renew the authority that all the unissued shares in the capital of the Company be placed under the control of the directors at their
discretion until the next annual general meeting of the Company in respect of a maximum of ten million shares (equivalent to 6% of the
Company’s current issued share capital) as a general authority in terms of section 221(2) of the Companies Act, 1973 (Act 61 of 1973),
as amended (“the Act”), subject to the provisions of the Act and the Listing Requirements of the JSE Securities Exchange South Africa
(“JSE”) and the Listing Requirements of the Namibian Stock Exchange.
4. Ordinary resolution number 4: The re-appointment of the independent auditors
Resolved that Deloitte & Touche be re-appointed as independent auditors of the Company for the ensuing period terminating on the
conclusion of the next annual general meeting of the Company and to authorise the directors to fix the auditors’ remuneration for the
past year.
5. Ordinary resolution number 5: General authority to issue shares for cash
Resolved that pursuant to the Articles of Association of the Company and subject to the Act, and the Listing Requirements of the JSE,
the directors of the Company be and are hereby authorised, by way of a general authority, to allot and issue ordinary shares for cash on
the following basis:
5.1 this authority shall not extend beyond the later of the date of the next annual general meeting of the Company or the date of the
expiry of 15 months from the date of the annual general meeting;
5.2 a press announcement giving full details, including the impact on the net asset value, net tangible asset value per share, earnings
per share and headline earnings per share, will be published at the time of any issue representing, on a cumulative basis within one
financial year, five percent or more of the number of shares in issue prior to the issue;
5.3 issues in the aggregate in any one financial year may not exceed 15% of the number of the shares in the Company’s issued share capital;
5.4 the maximum discount at which ordinary shares may be issued is 10% of the weighted average traded price of those shares over
the 30 business days prior to the date that the price of the issue is determined or agreed by the directors of the Company; and
5.5 any such issue will only be made to “public shareholders” as defined by the Listing Requirements of the JSE, and not to related parties.
In terms of the Listing Requirements of the JSE, a 75% majority is required of votes cast by shareholders present or represented by proxy
at the annual general meeting at which this ordinary resolution is to be considered.