omnia holdings annual report 2010 omnia holdings annu

NOTICE TO SHAREHOLDERS
for the year ended 31 March 2010
Notice is hereby given that the 43rd annual general meeting of
Omnia Holdings Limited will be held on Thursday, 30 September
2010 at 10h00 in the 2nd Floor Training Room, Omnia House,
13 Sloane Street, Epsom Downs, Bryanston, South Africa for the
following purposes:
To consider and, if deemed fit, to pass with or without
modification the following ordinary resolutions:
1. Ordinary resolution number 1: The adoption of the annual
financial statements
To receive and adopt the annual financial statements for the
year ended 31 March 2010, together with the reports of the
directors and auditors.
2. Ordinary resolution number 2: Re-appointment of auditors
To approve the continuation in office of the current auditors,
PricewaterhouseCoopers Inc. as independent auditors for
the forthcoming year and to confirm their remuneration for
the past year’s audit.
3. Ordinary resolution number 3: Re-election of director:
Dr WT Marais
To re-elect Dr WT Marais who retires by rotation in terms of
the company’s Articles of Association.
4. Ordinary resolution number 4: Re-election of director:
Mr TR Scott
To re-elect Mr TR Scott who retires by rotation in terms of
the company’s Articles of Association.
All retiring directors are eligible and offer themselves for
re-election as directors of Omnia Holdings Limited in
accordance with the provisions of the Articles of Association
of Omnia Holdings Limited.
5. Ordinary resolution number 5: Confirmation of appointment
of new director
To confirm the appointment of Mr JJ Dique as a director of
Omnia Holdings Limited in accordance with the Articles of
Association of the company.
6. Ordinary resolution number 6: Confirmation of appointment
of new director
To confirm the appointment of Mr S Mncwango as a director
of Omnia Holdings Limited in accordance with the Articles of
Association of the company.
OMNIA ANNUAL REPORT 2010 129
Abbreviated curriculum vitae in respect of each director
offering himself for re-election or confirmation are contained
on page 128 of the annual report of which this notice forms
part (3.84 (e)).
7. Ordinary resolution number 7: Confirmation of the nonexecutive
directors’ remuneration with effect from
1 October 2010 until 30 September 2011, and will be paid
quaterly in arrears. The fees therefore remained unchanged
for a period of 18 months.
Activity
Current
fee
Proposed
fee
%
Change
Main board per meeting
attended
Audit committee per
R23 000 R24 500 6,5
meeting attended
Main board related
R18 000 R19 000 5,6
consulting services per hr
Subsidiary board and risk
committee per meeting
R1 800 R1 900 5,6
attended
Subsidiary board related
R15 000 R16 000 6,7
consulting services per hr
Remuneration committee
R1 500 R1 600 6,7
per meeting attended
Audit committee
R12 500 R13 500 8,0
chairperson R34 000 R35 000 2,9
8. Ordinary resolution number 8: The renewal of the authority
that all the unissued shares be placed under the control of
the directors
“Resolved that subject to the provisions of the Companies
Act 61, 1973, as amended, (the Act) and the Listings
Requirements of the JSE Limited the entire authorised, but
unissued share capital of the company from time to time, be
and is hereby placed under the disposal and under the
control of the directors of the company and the directors are
hereby authorised to allot, issue and otherwise dispose
thereof to such person or persons and on such terms and
conditions at their discretion as a general authority in terms
of Section 221 and 222 of the Act until the next annual
general meeting, and subject to the aggregate number of
such shares able to be allotted, issued and otherwise
disposed of in terms of this resolution being limited to a
maximum of 5% (five percent) of the number of issued
share capital and further subject to the provisions of the Act
and JSE Limited Listings Requirements.”