4.0 - Imperial

Imperial Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1946/021048/06)
ISIN: ZAE000067211
JSE share code: IPL
(Imperial or the Company)
Financial Statements
notice of annual general meeting
Notice is hereby given that the twenty first annual general meeting of shareholders will be held on Tuesday, 3 November 2009 at 09:00 in
the boardroom of Imperial Holdings Limited, Imperial Place, Jeppe Quondam, 79 Boeing Road East, Bedfordview, Gauteng to transact the
following business and resolutions with or without amendments approved at the meeting:
These minutes of the Annual General meeting held on 4 November 2008 will be available for inspection at the registered office of the
Company until 16:00 on Monday, 2 November 2009 and 30 minutes immediately preceding the meeting.
1. Ordinary resolution 1 – approval of the financial statements
“Resolved that “Resolved that the annual financial statements that accompanied the notice of the annual general meeting, including
the directors’ report and the audit report contained therein, be adopted and approved.”
2. Ordinary resolution 2 – confirmation of the directors’ remuneration
“Resolved that the director’s remuneration as disclosed on page 56 and 57 of the financial statements be hereby confirmed.”
3. Ordinary resolution 3 – appointment of the auditors
“Resolved that Deloitte & Touche be appointed as auditors of the company and Mr M Comber as designated partner be confirmed
until the date of the next annual general meeting.”
4. Ordinary resolution 4 – re-appointment of retiring directors
“Resolved that the reappointment of the following directors, who retire by rotation in terms of the articles of association, but
being eligible, have offered themselves for re-election be authorised and confirmed by a separate resolution in respect of each
reappointment:
7.1 Mr JR McAlpine
7.2 Mr A Tugendhaft
7.3 Ms P Langeni
A brief Curriculum Vitae of each of the directors offering themselves for re-election is contained on page 8 of this annual report.
The performance and contribution of each of the above directors was considered by the board and the board recommends that each
of these directors be re-elected.
5. Ordinary resolution number 5 – increase in non-executive directors’ fees
“Resolved that the annual fees payable to non-executive directors for board and committee membership be increased with effect
from 1 July 2009 as follows:
– Board from R143 000 to R154 000;
– Asset and liability committee from R52 800 to R57 000;
– Audit committee from R74 750 to R81 000;
– Risk committee from R52 800 to R57 000;
– Remuneration and nomination committee from R52 800 to R57 000;
– Transformation committee from R52 800 to R57 000.
Chairmen of committees receive a chairman’s fee of one and a half times a normal member’s fee in addition to their member’s fee,
with the exception of the deputy chairman who receives a fee of R119 000 and the Audit Committee chairman who receives a fee of
R161 250 in addition to his member’s fee.
Imperial holdings limited Annual Report 2009 145