ANNUAL REPORT 2010

ANNUAL REPORT 2010

CONTENTS 

1 | Organisational Overview 

2 | Letter to Shareholders 

4 | Board of Directors 

6 | Report on Lesego Platinum Project 

14 | Corporate Governance 

ANNUAL FINANCIAL STATEMENTS 

21 | Directors’ Statement of Responsibility 

22 | Independent Auditors’ Report 

23 | Directors’ Report 

27 | Audit and Risk Committee report 

28 | Declaration of Company Secretary 

29 | Consolidated Statement of Comprehensive Income 

30 | Consolidated Statement of Financial Position 

31 | Consolidated Statement of Changes In Equity 

32 | Consolidated Statement of Cash Flows 

33 | Notes to The Annual Financial Statements 

58 | Analysis of Shareholders 

59 | Articles of Association 

97 | Notice of Annual General Meeting 

102 | Form of Proxy 

105 | Corporate Information 

VILLAGE MAIN REEF 


ORGANISATIONAL OVERVIEW 

Village Main Reef Gold Mining (1934) Limited is a public 

company incorporated in the Republic of South Africa 

and the original company was incorporated in 1889, with 

operations that later ceased in 1921 due to an earth tremor. 

The current company was formed in June 1934 and is listed 

on the Johannesburg Stock Exchange (JSE). Its current 

anchor asset as of Financial Year 2010 was the Lesego 

Platinum Project, whereby Village control 77% economic 

ownership. Post the end of the 2010 financial year, a key 

milestone was reached at the Lesego Platinum Project 

through the successful completion of the Scoping Study, 

which is Phase 1 of a three phased Bankable Feasibility 

Study (BFS) Programme. 


ANNUAL REPORT 2010 

1

LETTER TO SHAREHOLDERS 

Dear Shareholder 

2010 saw an exciting and significant step in rebuilding 

Village into a self-sustaining mining company with the 

successful acquisition of Lesego Platinum. This acquisition 

lifted Village from its ‘curtailed operation status’ to one 

of the top performing shares on the JSE, by financial year 

end. Ongoing exploration and evaluation of our flagship 

project currently still demonstrates significant potential for 

shareholder growth. 

Village is primarily about creating self sustaining socially 

responsible mining entities. This has been and will continue 

to be achieved by identifying and acquiring undervalued 

assets and impacting on these assets in a way which 

realises and unlocks their potential value. 

In short the Village strategy can be summarised as follows: 

Smart Acquisitions + Strong Partnerships + Smart Value Uplift = 

Self Sustaining Socially Responsible Mining Entities. 

This strategy is identifying a number of potential targets, 

some of which are in the process of being acquired by 

Village. Many of these are in the gold industry, where despite 

record gold prices (mitigated to a degree by the stronger 

rand) there seems to be an irreversible trend of declining 

profitability in the South African mining industry. This decline 

is being driven by rising costs and a general complacency 

that comes from inherent structural inefficiency. The result 

– dead wood assets – those assets that reflect zero value on 

the balance sheet and more importantly contribute zero to 

their company’s share price. 

However, Village’s unique blend of deal-making / 

transactional skills and operational turnaround expertise is 

the game changer, which allows Village to see value where 

others experience liability and risk. We have an executive 

team in place with a solid track record in deal making and 

operational turnaround and as a result we back ourselves 

to be able to do it all over again. This coupled with energy 

of a young team brings a freshness of perspective to every 

situation, which drives us to question the status quo and 

obsessively pursue or invent a smarter alternative. The 

natural result for shareholders is simply that Village = Value 

creation. 

On 7 October 2010, Village announced the planned 

acquisition of 74% of the Consolidated Murchison Mine 

for R30 million from To The Point Growth Specialists. 

Consolidated Murchison Mine is a 1.3 million ounce 

equivalent gold deposit, which produces both gold and 

antimony. Located near Gravelotte, in the Limpopo province, 

Consolidated Murchison Mine is one of the largest global 

producers of antimony and is situated on one of the largest 

known antimony ore bodies. 

The Consolidated Murchison Mine transaction is in line with 

our stated strategy of acquiring a cash generative asset 

and will enable Village to evolve our strategy to that of the 

acquisition and transformation of mining assets into self 

sustaining mining activities. 

Our current portfolio of platinum and palladium, and soon to 

include gold and antimony after the successful acquisition of 

Consolidated Murchison Mine, looks particularly promising 

if considered against the backdrop of market factors: 

• Platinum and palladium are longer term, in ever 

increasing demand. Unlike most other commodities, 

the South African platinum industry functions as price 

makers as opposed to price takers. This protects the 

industry in the longer term from the normal issues of 

rising costs and currency fluctuations, whilst it should 

also result in pricing which ensures that adequate 

capacity is being built to supply into existing and new 

markets. In this respect the Lesego Project is a smart 

investment and promises to add significant shareholder 

value as we progress through the phases towards full 

bankable feasibility; 

• The antimony price is in record territory and as the 

largest producer outside of China, Consolidated 

Murchison Mine, which is in the process of being 

acquired, is well positioned to take advantage of this. 

With the current high gold price, the significant gold 

credit makes this a very low cost antimony producer. 

• Worldwide the gold mining industry faces challenges 

adapting to new threats. Two structural challenges are 

seen in the emergence of ETF’s as a ‘purer’ investment 

instrument than listed gold shares and the trend that 

has continued since the 1990s - to build ever bigger 

companies at the expense of focussed efficient dividend 

paying smaller companies. “SA Gold Inc” i.e. the South 

African gold mining industry is also running out of ideas 

as to how to reinvent itself in a way which effectively 

deals with a higher cost base, more challenging ore 

bodies and the unpredictability of the currency. As 

the current producers re-assess their strategies and 

portfolios, it’s likely that there will be numerous assets 

which will be appropriate candidates for operational 

turnaround and re-invention in our hands. 

• Precious metals are poised for growth and in particular 

the combination of platinum and gold targets should 

provide Village with a unique opportunity to benefit both 

from volatile world markets when traditionally there 

has been a rush for gold as a safe haven, as well as a 

recovering global economy which will have a beneficial 

knock on for platinum group metals. 

Furthermore, significant opportunity exists in South Africa to 

build a critical mass of underperforming gold and platinum 

assets and turn these into robust cash generative mines. 

Many of these underperforming assets are currently small 

and relatively insignificant within the overall portfolio of 

larger mining companies and as such; do not necessarily 

enjoy the focus or attention that is required to optimise 

their performance and efficiency. Village, with its lean cost 

structure and strong management team skilled at turning 

marginal operations into cash producers, is well positioned 

to take advantage of these opportunities. 

The overall strategy therefore, of creating self sustaining 

entities in partnership with employees, communities and 

other stakeholders, will ensure that these assets at all 

times get focussed management attention and reward 

shareholders through regular dividends, which is an 

absolute essential requirement for those investing into non 

renewable assets like orebodies. 

Lesego was the first step towards rebuilding Village and 

forms an excellent anchor investment. The 28 million ounce 

4E Platinum Group Metals project, which is fully funded 

through to bankable feasibility, was acquired at an effective 

$2.50 an ounce and is poised for significant shareholder 

return as management believes that the investment should 

re-rate as the project progresses through the various 

stages of the Bankable Feasibility Program. Subsequent to 

our financial year end the scoping study phase has been 

completed on time and well within budget. Thus far the 

Industrial Development Corporation (our funding partner 

at Lesego) has advanced a total of R88 m towards the 

Bankable Feasibility Study for phases 1 and 2. We have 

an active community engagement philosophy which aims 

to develop the Lesego Project with the local communities 

as key stakeholders and interested parties. A team led by a 

dedicated community liaison officer, has helped to establish 

co-operative relationships with the communities. A good 

safety performance is non-negotiable and this has been 

realised at the drill sites - a 6 month incident-free period 

before a single dressing case that was reported in October 

2010 sets in place the next target we hope to exceed. 

Lesego has provided Village with a robust foundation from 

which to build and acquire assets. Consolidated Murchison 

Mine will be our second smart acquisition and when 

concluded will immediately make Village cash generative. 

As part of the Consolidated Murchison Mine deal and our 

efforts to bring true empowerment to the employees, 26% 

of the issued share capital of Consolidated Murchison 

Mine is held by a BBBEE staff trust for all mine employees. 

Consolidated Murchison Mine, with its antimony and gold 

production and equivalent life of mine resource of 1.35 

equivalent gold ounces, will be transformed into a self 

sustaining socially responsible mining entity in partnership 

with our employees and the local communities. 

We look forward to unlocking the opportunities in the next 

financial year and continuing to build Village into an effective 

creator of value enhancing self sustaining mining entities. 

Yours Sincerely 

Roy Pitchford 

Chairman 

ON BEHALF OF THE BOARD OF DIRECTORS 

3 November 2010 

Bernard Swanepoel 

Chief Executive Officer 

2 VILLAGE MAIN REEF 




3

BOARD OF DIRECTORS 

EXECUTIVE DIRECTORS 

Bernard Swanepoel (49) - Chief Executive Officer 

- BSc (Min Eng), BCom (Hons) 

Bernard started his career with Gengold in 1983, working 

at Grootvlei. In 1993 he was appointed General Manager 

of Beatrix and spearheaded its performance as the lowestcost 

producer in the gold mining industry at that time. In 

1995 Bernard joined Randgold as the Managing Director 

of Harmony. For 12 years Bernard led the team which saw 

Harmony grow from a mine producing 650 000 ounces to 

a 3 million ounce producer and the 5th largest gold mining 

company in the world. This was done through acquisitions, 

operational improvement and turn-around initiatives as 

well as through investments in organic growth projects 

and exploration. In 2007 Bernard left Harmony Gold to 

start To The Point Growth Specialists (TTP). In 3 years 

TTP has established a portfolio of investments in Village, 

Consolidated Murchison Mine as well as in downstream 

manganese refining and South African coal exploration. 

Bernard sits on various other boards as a director or advisor 

and has a large network from which opportunities can and 

will be sourced. 

Clinton Halsey (34) – Chief Financial Officer 

- BCom, BAcc, CA(SA), H Dip International Tax Law 

After completing his articles at PricewaterhouseCoopers in 

2000, Clinton started his career in the mining and resources 

industry at Durban Roodepoort Deep as Company Corporate 

Finance Manager. In 2006, he joined Harmony Gold Mining 

Company Limited as Corporate Finance Manager where he 

managed the company’s corporate finance activities and 

new growth opportunities. He has diverse experience in 

accounting and valuation, deal structuring, M & A, equity 

raisings as well as the legislative processes relating to 

mining corporate finance. As a corporate finance specialist 

with skilled exposure to the mining industry, he co–founded 

To The Point Growth Specialists (Pty) Limited in 2007 with 

Bernard Swanepoel. 

Dorian Wrigley (42) – Chief Operating Officer 

- BSc (Eng), MSc (Eng) 

Dorian serves as the Managing Director of Lesego Platinum 

and as the Chief Operating Officer of Village Main Reef 

its controlling shareholder. 17 years in the mining and 

exploration industry has exposed him to a full range of 

corporate activities (such as capital raising, corporate 

restructurings, BEE, transactions, disposals, mergers and 

acquisitions) as well as operational activities (such as 

turnaround strategies and the management of large scale 

exploration projects and feasibility studies). Dorian has 

led corporate activity and transaction mandates with a 

combined value in excess of USD5 billion in Europe, North 

America and South Africa. He is a professional engineer 

with a BSc (Eng) from UCT and an MSc (Eng) from Wits. In 

addition he holds a graduate diploma in Management from 

Samford University in the US. 

Dalubuhle Ncube (31) - Executive Director 

- BSc.Eng (Mining), CPLD (Wits), Pr. Eng, ASAIMM, 

AAMMSA 

Dalu’s career has mainly been in South African gold mining. 

He gained particular experience and operational exposure 

to shaft pillar and remnant mining at the former Harmony 

Orkney Operations where he was also involved in investigative 

and design project work to extend the life-of-mine. He later 

rose through the ranks and was moved to various operations 

within the Harmony Group, in the Free State and lastly in 

Randfontein. In 2006 Dalu contributed to the development 

of a Continuous Improvement Department and roll-out 

process in Harmony. In 2007 he played an instrumental 

role on a company-wide basis in the implementation and 

management of operational improvement projects and 

addressing of key performance indicators. He joined To 

The Point Growth Specialists in March 2008 as a Technical 

Analyst and in May 2010 was appointed Executive Director: 

Projects at Village. 

NON EXECUTIVE DIRECTORS 

Roy Pitchford (60) - Independent Non-executive Chairman 

- FCCA, CA (Z) 

Roy has over 20 years’ senior management and executive 

experience in Southern Africa, over 14 years of which have 

been in the mining industry. Roy qualified as a Chartered 

Accountant in Zimbabwe and is a Fellow of both the 

Association of Chartered Certified Accountants and UK 

Institute of Directors. He is also a former president of the 

Chamber of Mines of Zimbabwe. In the mining sector he has 

been the CEO of Cluff Resources Zimbabwe Limited, Delta 

Gold Zimbabwe (Private) Limited, Zimbabwe Platinum Mines 

Limited (“Zimplats”), African Platinum Plc (“Afplats”) and 

African Minerals Plc. At Zimplats, Roy was closely involved 

in building Zimplats’ fortunes and creating a company with 

a PGE resource base in excess of 300MOz. This included 

taking the Ngezi open-cast platinum mine into production 

and the re-commissioning of the Selous Metallurgical 

Complex at the end of 2001. Zimplats was subsequently 

acquired by Impala Platinum, the world’s second largest PGE 

company, which also acquired Afplats, a project on South 

Africa’s Bushveld Complex, which Roy was also responsible 

for bringing to the market. 

Phiway Mbuyazi (39) - Non-executive Director - BSc (Elec 

Eng), BA (PPE) 

Phiwayinkosi began his career at De Beers as an engineer 

at the Venetia diamond mine and, after receiving a 

scholarship from Oriel College, Oxford, worked in diamond 

valuation, sales and marketing in London. In his capacity as 

professional assistant to the managing director of De Beers 

he participated in various group-wide projects, including 

black empowerment initiatives and the formulation and 

implementation of the HIV/AIDS policy. Until recently, 

Phiwayinkosi was the managing director of Umbono Capital 

Partners’ mining/minerals investment business and 

an executive director of Umbono Capital Partners’ M&A 

advisory business, with special emphasis on Umbono’s 

advisory services related to developing mining partnerships 

with broad-based empowerment groups. His current focus 

has been on advancing the Lesego Project 

Ferdi Dippenaar (49) - Independent Non-Executive 

Director 

- B.Proc, BCom, MBA 

Ferdi started his career at Buffelsfontein gold mine in 1982 

and was employed in various financial and administrative 

capacities at Gengold mines. In 1996 he became Managing 

Director of Grootvlei and Consolidated Modderfontein Mines 

Limited. He was appointed Marketing Director of Harmony in 

1997 and remained with the company until 2005. Ferdi was 

appointed Director, President and CEO of Great Basin Gold 

Limited in December 2005. In addition to his role with Great 

Basin, Ferdi served as Executive Advisor to other Hunter 

Dickinson managed companies. 

Khethiwe McClain (45) - Independent Non-Executive 

Director 

- BA (Fine Arts): The Academy of Fine Arts, 

Pietro Vannuci, Perugia 

Khethiwe is currently the CEO and Executive Chairperson 

of Alexkor Limited, a state a state-owned diamond mine 

in Alexander Bay (Northern Cape). Khetiwe oversees the 

operation and social aspects of the business. She is 

responsible for ensuring compliance by the company with 

the terms of the MPRDA and other relevant legislation. 

Khetiwe drives the strategy of the company. She sits on 

all the sub-committees of the Board. Khetiwe also sits on 

the State-owned-enterprise Forum chaired by the Minister 

of Public Enterprise. Khetiwe is also an executive director 

of Khusela Women Investments (Pty) Ltd, of which she is a 

founding director and shareholder. 

David Noko (53) - Independent Non-Executive Director 

- Higher national diploma in engineering, MBA 

David is a former Chief Executive Officer of De Beers South 

Africa and has both local and international experience 

working for blue chip companies at management and 

executive levels. Past work experience includes GEC/Alstom, 

South African Breweries, and Pepsi Cola. 

Keith Scott (37) – Non-Executive Director 

- BSc (Hons) Geology 

Keith currently serves as the Managing Director of the MSA 

Group. Keith is an exploration and evaluation specialist with 

over 14 years’ experience planning, initiating, executing 

and reporting on multi-disciplinary (geology, geochemistry, 

geophysics, infrastructure, risk and financial analysis) 

exploration and evaluation projects on a wide range of 

commodities throughout Africa. 





5

REPORT ON LESEGO PLATINUM PROJECT 

This report on Village’s key anchor asset is divided into the 

following two sections: Technical Statement and Scoping 

Study. The scoping study was completed after the 2010 

financial year end; however, it has been mentioned in 

this annual report as it forms a key milestone of the BFS 

Programme. 

Technical Statement 

This Technical Statement summarises key aspects of the 

Independent Competent Person’s Report (“CPR”) and was 

prepared by Venmyn Rand (Pty) Ltd. The following competent 

persons were involved: 

1. Mr. Andy Clay, M.Sc. (Geol), M.Sc. (Min. Eng.), Dip. 

Bus.M., Pr.Sci.Nat., MSAIMM, FAusIMM, FGSSA, IOD, 

AAPG, CIMMP. 

2. Mr. Godknows Njowa, M.Sc. (Min. Eng.) MRM, 

B.Sc.Hons (Min. Eng), Grad CIS, MSAIMM, Pr Eng, 

MIASSA. 

Venmyn Rand (Pty) Ltd’s address is: First Floor, Block G, 

Rochester Place, 173 Rivonia Road, Sandton, 2146. 

The report has relied on the CPR Executive Summary and 

underpinning CPR and Valuation Statements. It summarises 

key aspects of the CPR and was prepared for Village for the 

purposes of investor relations and market communication, 

with an effective date of 28 February 2010. 

Legal Tenure 

The mineral title to properties Dal Josephat 461KS, 

Koppieskraal 475KS, Spelonk 478KS and Olifantspoort 

479KS are held under a Prospecting Right issued to Lesego 

Platinum Mining Limited. The mineral title to the property 

Eerste Regt 502KS is held under a Prospecting Right 

issued to Sweet Sensations 79 (Pty) Ltd. The mineral title 

to the property Government Ground 5032KS is held under 

a Prospecting Right issued to Bolotola Investments Holding 

(Pty) Ltd and Dyondisani Women in Mining and Minerals 

Investments (Pty) Ltd. The EMPR and EIA documents required 

for the fulfilment of the Lesego prospecting right application 

was submitted on the17th October 2005 and was approved 

on the 16th May 2006, in accordance with the new MPRDA 

provisions. The environmental rehabilitation provision was 

provided for as a cash deposit paid to the regional office of 

the Department of Mineral Resources (DMR). 

Project Description 

The Lesego Platinum Project represents Village’s anchor 

investment and hosts both the Merensky and UG2 platinum 

reef horizons. Both reefs are currently in the process 

of being explored and developed by Village. The Project 

is host to a multi-million ounce underground mineable 

resource of platinum group metals (PGM’s) at depths and 

grades similar to those currently being exploited in other 

areas of the Bushveld Igneous Complex (BIC). A systematic 

exploration programme was designed in conjunction with 

an Independent Competent Person to consist of geological 

mapping, 2D seismic surveys, and diamond drilling. This 

exploration has allowed for the generation of Inferred Mineral 

Resources in terms of the South African Code for Reporting 

of Mineral Resources and Mineral Reserves (SAMREC). 

Infrastructure and Accessibility 

Infrastructure is generally well established, with good 

quality tarred and gravel roads, municipal water and power 

reticulation all servicing the area. Water from the nonperennial 

Olifants River is generally available for exploration 

activities. 

Location 

The Lesego Platinum Project is located approximately 300 

km north-east of Johannesburg in the Limpopo Province of 

the Republic of South Africa, straddling the Olifants River. 

Access from Johannesburg to the central portion of the 

Lesego Properties is on tarred national and provincial roads 

with a small portion (the last 15 km) on a good quality sand 

road. 

A map depicting the location and regional setting of the Lesego Platinum Project is shown in Figure 1 below. 

Figure 1: Map showing the location and regional setting of the Lesego Platinum Project 





7

Geological setting and description 

The Phosiri Dome represents an uplift of the Bushveld 

Igneous Complex (“BIC”) lithologies which means that the 

Merensky and UG2 reefs, which would normally be situated 

several kilometres deep at the Lesego Project, are brought 

closer to the surface. 

The phase 1 drilling programme revealed economic 

potential on both Merensky and UG2 Chromitite resources 

with a shallow dip of 12 degrees towards the east. 

Shallow ounce potential closer to the dome remains 

a possibility, but will require further exploration work. 

The UG2 Chromitite resource is found 200 – 300 m below 

the Merensky. Figure 2 below shows depth contours of the 

Merensky reef measured below surface over the project 

area. The shallower portions of the orebody are on the 

western to south-west area, which also forms one of the 

key focus areas for the drilling programme. Positions of 

the historical boreholes are also illustrated together with 

seismic lines from the 2-dimensional seismic survey that 

was conducted prior to the commencement of the current 

drilling programme. 

Figure 2: Map showing the depth contours for Merensky Reef, seismic lines and historical drillholes 

Mineral Resources Statement 

practice and are shown to the level of confidence required 

The Inferred Mineral Resources estimation and classification in terms of the SAMREC Code and is shown in Table 1 below. 

for the project as a whole was undertaken using best 

Table 1: Inferred Mineral Resource Statement for the Lesego Project 

RESOURCE BLOCK REEF AVERAGE REEF 

WIDTH (m) 

TONNAGE 

(Mt)* 

3PGE+Au 

(g/t) 

Moz 3 

PGE+Au 

Dal Josephat 461KS, Koppieskraal 475KS, Merensky 1.47 41.06 6.08 8.03 

Spelonk 478KS, Olifantspoort 479 KS 

UG2 1.18 39.82 6.79 8.69 

Eersteregt 502 KS Merensky 1.47 26.56 6.08 5.19 

UG2 1.18 23.91 6.79 5.22 

Government Ground 503 KS Merensky 1.47 1.68 6.08 0.33 

UG2 1.18 1.38 6.79 0.30 

GRAND TOTAL 134.40 6.42 27.76 

*Tonnage discounted by 17% for Geological Losses. 





9

The average prill splits for the two reefs are shown in Figure 

3 below. As evident there is a rich and varied metal basket 

which provides a good foundation for stabilising future 

revenue streams and in a way acting as a buffer against the 

cyclical nature of commodity prices. 

Adjacent Properties 

There are a number of PGE mines and projects in the 

immediate vicinity of the Lesego Properties. Approximately 

production in 1968 and has recently been acquired from 

Anglo Platinum by Canadian and JSE listed explorer Anooraq 

Resources Limited (ARQ). 

Figure 3: Average prill splits for UG2 and Merensky Reefs. 

20 km to the west of the Lesego Properties lie Lonmin’s 

Limpopo Operations. This mine, previously owned by 

Southern Era Resources Limited (Messina Platinum Mine) 

went into production in 2001. Production at Lonmin Limpopo 

operations increased from 212,000 t to 872,000 t in 2007 

and is currently under care and maintenance. 

Exploration programme and budget 

The aim of the current exploration program is to acquire 

sufficient data to produce a bankable feasibility study 

(“BFS”) document that will be used to raise sufficient capital 

to develop a mine. The BFS can be broken down into three 

major milestones which correspond with funding draw 

Bokoni Platinum Mine is situated some 25 km to the 

downs from the IDC, as per the table 2 below: 

north-east of the Lesego Properties. The mine went into 

Table 2: Breakdown of the BFS budget. 

BUDGET COMPONENT BUDGET AMOUNT CONTIGENCY (10.5%) 

(ZARm) 

CUMULATIVE AMOUNT 

Scoping Study and 

Metallurgical Testwork 

(28.08) (2.88) (30.95) 

Prefeasibility Study (51.68) (5.30) (87.93) 

Feasibility Study (49.04) (5.03) (142.00) 

TOTAL (128.80) (13.20) (142.00) 





11

The Prefeasibility Study (“PFS”) will examine the project 

which includes an exploration drilling campaign of a total of 

has an established portfolio of successful mining and 

3 PGEs plus gold with a relatively low dip of less than 12 

viability based on the available possible options in detail 

62 000 m. 

exploration assets in Southern Africa with a strong capital 

degrees. 

at a 75-85% confidence level. The different alternatives 

base. Their team possess expert technical skills, which 

available will be evaluated and the best option selected, 

Drilling from Phase 1 has resulted in further Merensky and 

combined with the Village team’s skills base is capable of 

- The R142 million of existing capital raised by Lesego from 

that will be pursued in the BFS. The completion of the PFS is 

UG2 reef intersections at expected depths with thicknesses 

capitalising on market opportunities and develop Lesego 

the IDC, makes the Lesego Project fully funded until the BFS 

required prior to submission of the Mining Right Application. 

and grades that are in line with initial expectations and 

into a potentially world class platinum asset, at an attractive 

stage. 

The shallow drilling program and trenching program will 

information from historical boreholes. Drilling results 

valuation relative to its peers. 

run concurrently with the PFS program, and will test the 

have also not shown any significant geological structural 

- The group intends to leverage off the anchor investment 

possibility that a PGE-bearing horizon may be present near 

anomalies. In addition the metallurgical testwork on 

- Village will control and operate an attributable inferred 

in Lesego and develop into a fully fledged junior mining and 

surface adjacent to the Phosiri Dome. 

borehole samples sent to Mintek Laboratories have yielded 

mineral resource of 21.3 Moz 3 PGEs plus gold. Tests of 

investment company focussing initially on precious metals 

recoveries and grades for both Merensky and UG2 reefs that 

the resource have revealed high grades averaging 6.43g/t 

and early cash-flow generative opportunities. 

The BFS will focus on a single option derived from the PFS 

are characteristic of other ores in the region. In summary 

and provide a 90% level of confidence in all aspects of the 

there were no “fatal-flaws” or major anomalies identified 

chosen option. It will provide a conversion of Measured and 

during the scoping study, hence Village believes that there 

Indicated Resources into Proven and Probable Reserves. 

is a strong business case for this project. 

The completion of the BFS should provide sufficient 

confidence in the project to allow financing to be put in place 

Consequently, the completion of the Scoping Study has been 

and construction to commence with a robust viability of the 

to the satisfaction of the key stakeholders, including the 

project. 

Industrial Development Corporation (“IDC”), who provided 

the funding for BFS programme. Village is therefore proud to 

The progress of the exploration program and the completion 

announce that the Lesego Platinum Project is progressing 

thereof will be subject to the Budget and Cash Call Forecast. 

into Phase 2 with the commencement of drilling planned 

While the overall project budget for the BFS is R128.80 

for the beginning of November 2010, with an increase in 

million with a 10.5% contingency of R13.20 million, it is 

the total number of on-site drill-rigs from the current four to 

subdivided into three sections, namely the Scoping Study, 

seven. Phase 2 of the drilling programme should result in an 

Prefeasibility Study and Bankable Feasibility Study, each of 

upgrade of certain portions of the current Inferred Resource 

which has a milestone associated with it. 

to an Indicated Resource category. 

Reference to risk in the full CPR 

Venmyn conducted the full independent CPR on the Lesego 

Village Prospects Summary flowing from 

our Investment in Lesego 

project and documented no significant risk that could affect 

The Directors of Village Main Reef are of the opinion that 

Lesego’s business plan and production plans other than 

the company offers the following growth prospects through 

the normal risks associated with a mining of the PGE’s, 

which further shareholder value can be created: 

construction and operation of a PGE processing plant. 

Scoping Study Results 

- As an empowered entity, with a BEE ownership in excess of 

60% as at 30 October 2010, Village has access and is able 

Progress on the Lesego Platinum Project has been 

to enter into a broader set of South African and international 

satisfactory following the recent completion of Phase 1 

mining business opportunities. 

(Scoping Study Phase), the first part of the fully-funded 

three phased Bankable Feasibility Study (BFS) programme, 

- Our BBBEE partner Umbono, which holds 46% of Village 





13

CORPORATE GOVERNANCE 

Introduction 

Village was listed on the JSE Limited (“JSE”) on the 1st of 

January 1943, making it one of the oldest listed companies 

on the JSE. The company has a long and rich history in the 

mining industry in South Africa, stemming over a number of 

decades. This period also saw the company going through 

various phases from being an active operating mining entity 

to an inoperative, nearly dormant entity. 

review which was, for the most part, subject to the King 

Report on Corporate Governance, 2002 (“King II”) and 

the Code of Corporate Practices and Conduct (“the King II 

Code”). 

Statement of compliance 

The Listings Requirements of the JSE required that listed 

companies report on the extent to which they complied 

with the recommendations contained in King II as well as 

and effective control over the company. 

Following the general meeting of shareholders held on 15 

June 2010 and the approval of the Lesego transactions 

which resulted in a reverse listing of Lesego into Village, a 

number of changes were made to the composition of the 

board of directors of Village. 

Mr Michael Pleming and Mr Georges Rawstorne resigned 

Dorian Wrigley – Chief operations officer 

Dalubuhle Ncube – Executive director: Projects 

The board is satisfied that the composition of the board 

is appropriate for the company’s current position and 

requirements. The composition of the board is however 

reviewed on a regular basis. Going forward there will be a 

specific policy dealing with the nomination and appointment 

of new directors which will be a matter for the board as a 

Prior to the Lesego transaction, Village was a curtailed 

operation, funded primarily by shareholder loans. For this 

reason the governance processes in the company were 

of a basic nature to ensure high level compliance without 

the requirements of the Corporate Laws Amendment Act, 

2006. The JSE requirement of disclosure now refers to the 

application of King III, which became effective on 1 March 

2010. 

as directors from the board with effect from 21 June 2010. 

The board again wishes to express its sincere appreciation 

for the valuable contribution and input made by both these 

gentlemen during their tenure as directors. 

whole on recommendation from the remuneration and 

nominations committee. This responsibility has been 

included in the terms of reference of the remuneration and 

nominations committee. 

burdening the company with excessive cost structures. The 

nature and level of the governance performance of the 

company was reported to stakeholders during this time in 

the annual reports as required by the JSE. 

The board of Village has complied with the recommendations 

of King II in all material respects during the period under 

review, unless otherwise indicated below, and is currently 

in the process of addressing the recommendations of King 

On 21 June 2010, Mr Roy Pitchford was appointed as nonexecutive 

chairman, together with the following directors: 

Ms Khethiwe McClain, Messrs David Noko, Phiway Mbuyazi, 

Keith Scott and Dorian Wrigley. 

The board has been structured in such a way as to ensure 

that no one individual or group of individuals has unfettered 

decision-making powers. The board charter confirms this 

policy in stating that “there should be a clear division of 

The board of Village has always endorsed the principles 

of integrity and accountability advocated by the various 

corporate governance reports issued by the King Committee 

in South Africa, the most recent being the King Report 

of Governance for South Africa, 2009 (“King III”). The 

company’s corporate governance structures and practices 

are reviewed on an ongoing basis in response to changes 

within and external to the company. As a result of the release 

of King III, as well as the recent corporate action which saw 

Village taking the first step towards being rebuilt into an 

effective creator of value enhancing self sustaining mining 

entities, the newly appointed board is working towards 

ensuring full compliance with the recommendations of 

King III and will continue to do so until the company is fully 

compliant. 

III which did not form part of the company’s governance 

processes to date. Where appropriate, reference to the King 

III recommendations is made below. 

Village and its board remain fully committed to the principles 

of effective corporate governance and application of the 

highest ethical standards in the conduct of its business. In 

all dealings the board strives to ensure that the interests of 

stakeholders are foremost in its decision-making and that 

stakeholders are fully informed of the process. 

The company has long recognised that good corporate 

governance is essentially about ethical leadership and that 

it is essential to conduct the enterprise with integrity and in 

compliance with the law and with best practices that could 

potentially increase the economic value of the company. 

As a result of these changes, the board now comprises ten 

members, being an independent non-executive chairman, 

five non-executive directors, three of whom are also 

independent, as well as four executive directors 

The directors at the date of this report are: 

Independent non-executive directors 

Roy Pitchford (Chairman) 

Khethiwe McClain 

David Noko 

Ferdi Dippenaar 

Non-executive directors 

Phiway Mbuyazi 

responsibilities between the executive responsibility for 

the running of the company’s business and the leadership 

of the board, such that no one individual has unfettered 

powers of decision-making”. 

In terms of the company’s Articles of Association, Messrs 

Clinton Halsey and Ferdi Dippenaar are required to retire 

by rotation at the forthcoming annual general meeting and 

have offered themselves for re-election by shareholders. In 

addition, all newly appointed directors will also stand down 

for re-election as required by the Articles of Association. 

Additional information regarding the directors can be found 

on the following pages of the annual report: 

• Short curriculum vitae, including age and date of 

This corporate governance statement sets out the key 

governance principles and practices of Village to fairly 

and honestly inform its internal and external stakeholders 

through transparent and understandable disclosure. It 

addresses the period covered by the financial year under 

Board of Directors 

Composition 

The board is based on a unitary structure and exercises full 

Keith Scott 

Executive directors 


Clinton Halsey 

– Chief executive officer 

– Chief financial officer 

appointment – pages 4 and 5 

• Remuneration – refer to note 24 of the annual financial 

statements 

• Shareholding – page 24 





15

Board meetings 

The following board meetings were held during the period under review: 

Member 22-Sep-09 10 Nov 2009 26 July 2010 

M Pleming P P R 

F Dippenaar P P P 

G Rawstorne P P R 

D Ncube P P P 

CS Halsey P P P 

R Pitchford N/A N/A P 

K Scott N/A N/A P 

K McClain N/A N/A P 

D Wrigley N/A N/A P 

D Noko N/A N/A P 

P Mbuyazi N/A N/A P 

Z B Swanepoel P P P 

Key: 

P Present 

A Apology 

R Resigned 

N/A Not applicable 

Board committees 

While the board remains accountable and responsible for 

the performance and affairs of the company, it delegates 

to board committees certain functions to assist it in 

properly discharging its duties. The chairman of each board 

committee reports at every scheduled meeting of the board 

and minutes of board committee meetings are provided to 

the board. All the members of board committees are nonexecutive 

directors. Each board committee functions in 

accordance with the provisions of the committee mandate 

as approved by the board. 

Both the directors and the members of the board committees 

are supplied with full and timely information that enables 

them to properly discharge their responsibilities. All directors 

have unrestricted access to all company information. 

The chairman of each board committee is also required to 

attend annual general meetings to answer questions raised 

by shareholders. 

The established board committees are: 

Audit & Risk Committee 

As at the date of this report, the committee comprises: 

financial reporting practices, the appointment of and 

relationship with the external auditors, including setting the 

principles for recommending the use of the external auditors 

for non-audit services, and the identification and monitoring 

of significant risks to the business. The committee has noted 

the recommendations of King III for the involvement of an 

audit committee in ensuring the integrity of the company’s 

integrated reporting and will be addressing the internal and 

external assurance processes to achieve this objective. 

A report from the chairman of the committee can be found 

on page 27 of the annual report. Due to the previously 

dormant status of the business, the company has not 

as yet established an internal audit function. As the 

business and operations grow going forward, the need for 

such a function will be revisited on a regular basis. The 

committee will also be responsible for the oversight of risk 

management throughout the company and appropriate 

policies and measures will be implemented as warranted 

by the operations of the business. Further, the committee 

has assessed and positively endorsed the experience and 

expertise of the chief financial officer. The audit partner 

attends meetings of the committee by invitation. The 

external auditors also have unrestricted access to the 

chairman of the committee as well as the chairman of the 

board. 

• Ferdi Dippenaar Chairman 

• Khethiwe McClain Member 

• David Noko Member 

The composition of the committee meets the requirements 

of the Corporate Laws Amendment Act of 2006, consisting 

of a minimum of two non-executive directors, acting 

independently. 

In accordance with its approved mandate, the committee 

meets at least four times a year and is primarily responsible 

for assisting the board in carrying out its duties relating 

to accounting policies and procedures, internal controls, 

As a result of the inactivity in the company until recently, the 

committee only met once during the period under review: 

Member 22 September 2009 

Georges Rawstorne 


 

Quarterly meetings have been scheduled for the current 

financial year. 

Remuneration & Nominations Committee 

In view of the fact that there were no activities in the 

company and that the company had no employees, a 





17

decision was taken not to establish a remuneration and 

nominations committee. In light of the recent corporate 

activity, this decision was reviewed and a remuneration and 

nominations committee was established, comprising of: 

• David Noko Chairman 

• Roy Pitchford 

• Keith Scott 

• Phiway Mbuyazi 

industrial relations management. 

Board matters: 

• To make recommendations on the composition of 

the board and board committees and to ensure 

that the board of directors consists of individuals 

who are equipped with the necessary skills to fulfil 

the role of a director in the company and make a 

meaningful contribution; 

Directors are required to inform the board timeously of 

conflicts or potential conflicts of interest they may have 

in relation to particular items of business. Directors are 

obliged to excuse themselves from discussions or decisions 

on matters in which they have a conflicting interest. A 

Conflict of Interest Policy was approved by the board of 

directors and implemented. 

Relationship with shareholders 

as defined in the JSE Listings Requirements. The directors 

of the company advise the Company Secretary of all their 

dealings in securities for publication purposes. 

Insider trading 

There is a clear policy that no director or employee may 

deal, directly or indirectly, in Village shares on the basis 

of unpublished price-sensitive information regarding the 

business or affairs of the company. 

The committee was only recently established and has not 

met during the period under review. The proposed terms of 

reference of the committee, to be approved by the board, 

will cover the following areas: 

• To identify and nominate candidates for the 

approval of the board to fill board vacancies as and 

when they arise; 

• To consider recommendations by management in 

relation to non-executive director remuneration for 

The company maintains dialogue with its key financial 

audiences, especially institutional shareholders and 

analysts. The investor relations team manages the dialogue 

with these audiences and presentations take place at the 

time of publishing interim and final results. 

Board procedures 

The directors have access to the advice and services of 

the company secretary, who plays an active role in the 

corporate governance of the company. They are entitled, at 

Remuneration and human resource matters: 

• To develop remuneration policies and practices for 

executive directors, senior management and the 

group in general; 

• To review and measure annual bonuses against 

individual and corporate performance targets, both 

financial and sustainability related; 

• To consider and recommend for approval by the 

board the remuneration of the chief executive and 

executive directors; 

• To regularly review incentive schemes to ensure 

their continued contribution to shareholder value; 

• To approve salary increases for non-bargaining 

employees and mandates for negotiations with 

trade unions, where appropriate; 

• To ensure adequate succession plans for the 

executive and senior management; 

• To ensure adequate consideration of policies for 

the group in respect of HIV/Aids management, 

skills development and employment equity; and 

• To ensure compliance to all statutory and best 

practice requirements regarding labour and 

final recommendation by the board to shareholders; 

and 

• To initiate an annual, formal evaluation process of 

the directors, board and board committees. 

Transaction Committee 

The board of directors has recently established a Transaction 

Committee consisting of the following directors: 

• Ferdi Dippenaar Chairman 

• Roy Pitchford 

• Dorian Wrigley 

The main purpose of the committee will be to consider for 

approval any proposed transaction tabled by the company’s 

executive directors and advisors. 

Interest in contracts 

During the year ended 30 June 2010, none of the directors 

had a significant interest in any contract or arrangement 

entered into by the company, other than as disclosed in note 

25 to the annual financial statements. 

The company adopts a proactive stance in timely 

dissemination of appropriate information to stakeholders 

through print and electronic news releases and the statutory 

publication of the company’s financial performance. 

The board encourages shareholders to attend its annual 

general meeting, notice of which is contained in this annual 

report, where shareholders will have the opportunity to put 

questions to the board, including the chairmen of the board 

committees. 

Directors’ share dealings 

The board has an approved Trading in Shares Policy in terms 

of which dealing in the company’s shares by directors and 

employees is prohibited during closed periods. 

Directors may not deal in the company’s shares without 

first advising and obtaining clearance from the chairman 

of the board. In the absence of the chairman, clearance 

must be obtained from any two directors, one of whom must 

be an independent non-executive director. No director or 

executive may trade in Village shares during closed periods 

the company’s expense, to seek independent professional 

advice about the affairs of the company regarding the 

execution of their duties as directors. 

A board charter has been put in place and outlines the 

responsibilities of the board as a whole. A revised board 

charter, aligned with the recommendations of King III, was 

recently tabled and approved by the board. The charter 

confirms the board’s commitment to the principles of 

good corporate governance. It furthermore confirms the 

board’s primary function as being responsible to determine 

the company’s strategic direction and to exercise prudent 

control over the company and its affairs. The charter 

reminds directors of their duty to at all times to act in the 

best interest of the company and to adhere to all relevant 

legal standards of conduct. The responsibilities of individual 

directors are spelled out in detail to ensure that all directors 

are fully aware of what is expected of them in the fulfilment 

of their roles as directors of the company. 

The charter also addresses issues such as the composition 

and size of the board, board assessment, development 

and procedures, the role of the company secretary and the 





19

ANNUAL FINANCIAL STATEMENTS 

DIRECTORS’ STATEMENT OF RESPONSIBILITY 

frequency and proceedings of board meetings. 

The board has approved an annual work plan that ensures 

that all governance and compliance related issues will 

appear on the board agenda during an annual cycle. This 

inter alia includes the annual assessment of the directors, 

board and board committees. The newly appointed board 

will be afforded an opportunity to settle in before proceeding 

with the first round of assessments during the current 

financial year. 

Disclosure and information 

The board has approved a Disclosure of Information 

Policy, the main aim of which is to prevent price-sensitive 

information from being disclosed to a selected audience 

and to set out the required procedure in the event of such a 

disclosure taking place. 

Ethics 

The company has a Code of Ethics which was approved by 

the board. The board subscribes to the principle of ethical 

leadership and appreciates the importance of leading by 

example in this regard. 

Going concern 

The directors are of the opinion that the business will remain 

a going concern in the year ahead and information in this 

regard is contained in the statement of the responsibility of 

the directors in the annual financial statements. 

The directors are responsible for the maintenance of adequate accounting records and the preparation and integrity of the 

annual financial statements. 

The annual financial statements are prepared, in accordance with International Financial Reporting Standards and 

the requirements of the South African Companies Act, on the going-concern basis and incorporate full and responsible 

disclosure. The financial statements are based upon appropriate accounting policies and supported by reasonable and 

prudent judgements and estimates. 

The directors are satisfied that the information contained in the financial statements fairly represents the results of operations 

for the year and the financial position of the company and the group at year-end. The accuracy of the other information 

included in the financial statements, was considered by the directors and they are satisfied that it accords with the financial 

statements. 

The directors are also responsible for the company’s system of internal financial controls. The system was developed to 

provide reasonable, but not absolute, assurance regarding the reliability of the financial statements, the safeguarding of 

assets, and to prevent and detect misrepresentation and losses. 

The directors are of the opinion that the Village group will continue for at least 12 months as a going concern for the reasons 

given in the directors’ report. 

The financial statements were audited by the company’s independent auditors, PricewaterhouseCoopers Inc., to whom 

unrestricted access was given to all financial records and related information. The directors are further of the opinion that 

all statements that were made available to the auditors during the course of the audit were valid and relevant. The auditors’ 

report is presented on page 22. 

Signed on behalf of the board of directors. 

Roy Pitchford 

Chairman 








21

VILLAGE MAIN REEF ANNUAL FINANCIAL STATEMENTS 


INDEPENDENT AUDITORS’ REPORT 

TO THE MEMBERS OF VILLAGE MAIN REEF GOLD 

MINING COMPANY (1934) LIMITED 

DIRECTORS’ REPORT 

We have audited the group annual financial statements 

and the annual financial statements of Village Main Reef 

Gold Mining Company (1934) Limited, which comprise the 

consolidated and separate statement of financial position 

as at 30 June 2010, and the consolidated and separate 

statement of comprehensive loss, the consolidated 

and separate statement of changes in equity and the 

consolidated and separate statement of cash flows for the 

year then ended, and a summary of significant accounting 

policies and other explanatory notes, and the directors’ 

report, as set out on pages 21 to 25 and pages 29 to 56. 

Directors’ responsibility for the financial 

statements 

The company’s directors are responsible for the preparation 

and fair presentation of these financial statements in 

accordance with International Financial Reporting Standards, 

and in the manner required by the Companies Act of South 

Africa. This responsibility includes: designing, implementing 

and maintaining internal control relevant to the preparation 

and fair presentation of financial statements that are free 

from material misstatement, whether due to fraud or error; 

selecting and applying appropriate accounting policies; and 

making accounting estimates that are reasonable in the 

circumstances. 

Auditor’s responsibility 

Our responsibility is to express an opinion on these financial 

statements based on our audit. We conducted our audit in 

accordance with International Standards on Auditing. Those 

standards require that we comply with ethical requirements 

and plan and perform the audit to obtain reasonable 

assurance whether the financial statements are free from 

material misstatement. 

statements, whether due to fraud or error. In making those 

risk assessments, the auditor considers internal control 

relevant to the entity’s preparation and fair presentation of 

the financial statements in order to design audit procedures 

that are appropriate in the circumstances, but not for the 

purpose of expressing an opinion on the effectiveness 

of the entity’s internal control. An audit also includes 

evaluating the appropriateness of accounting policies used 

and the reasonableness of accounting estimates made by 

management, as well as evaluating the overall presentation 

of the financial statements. 

We believe that the audit evidence we have obtained is 

sufficient and appropriate to provide a basis for our audit 

opinion. 

Opinion 

In our opinion, the financial statements present fairly, in all 

material respects, the consolidated and separate financial 

position of Village Main Reef Gold Mining Company (1934) 

Limited as at 30 June 2010, and its consolidated and 

separate financial performance and its consolidated and 

separate cash flows for the year then ended in accordance 

with International Financial Reporting Standards, and in the 

manner required by the Companies Act of South Africa. 

PricewaterhouseCoopers 

Director: TD Shango 

Registered Auditor 

Johannesburg 

The directors present their annual report which forms The effect of the accounting treatment, as a result of 

part of the audited annual financial statements of the the reverse asset acquisition, is that even though the 

company for the year ended 30 June 2010. 

consolidated financial statements are issued under the 

General review 

Village Main Reef Gold Mining Company (1934) Limited, 

a company incorporated in the Republic of South Africa, 

conducted, as its main business, exploration and 

prospecting activities on its Lesego platinum project in the 

Limpopo province. Its shares are listed on the JSE Limited, 

South Africa, with VIL as its share code. 

During the year Village acquired a number of companies 

that gave it control of Lesego Platinum Mining Ltd and 

Sweet Sensation 79 (Pty) Ltd (the reverse asset acquisition). 

Lesego Platinum Mining (Pty) Ltd and Sweet Sensation 79 

(Pty) Ltd have prospecting rights over numerous properties 

in the eastern limb of the Bushveld Igneous Complex 

(Lesego Platinum Project). In settlement of the acquisition 

Village issued shares which resulted in a change of control 

name of Village, it represents a continuation of Lesego 

Platinum Mining Ltd and Sweet Sensation 79 (Pty) Ltd, 

except for its capital structure. As a result, the comparative 

information presented for the group represents that of 

Lesego Platinum Mining Ltd. 

Major shareholders 

The company’s shares are listed on the JSE Limited, South 

Africa (“JSE”). With VIL as its share code. 

In June 2010, shareholders approved the reverse asset 

acquisition, and a total of 253,416,015 ordinary shares 

in Village were issued, at R2 per share in terms of the 

acquisition 

As a result of the said transaction, the major shareholders of 

Village as at 30 June 2010 are: 

and a reverse listing. 

Shareholder Number of Shares directly held *Percentage of Shares 

Umbono 121 135 198 46.52 

Minex 68 146 118 26.17 

SUN Platinum Holdings 23 748 837 9.12 

The Ncholo Trust 17 425 539 6.68 

Total 230 455 692 88.49 

An audit involves performing procedures to obtain audit 

evidence about the amounts and disclosures in the 

financial statements. The procedures selected depend 

on the auditors’ judgement, including the assessment 

of the risks of material misstatement of the financial 






23



Directors’ emoluments 

No directors’ emoluments were paid during the year ended 

30 June 2010, as reflected in the notes to the financial 

statements. The company’s directors’ fees, as voted on by 

shareholders on 10 October 2008, and by agreement with 

the directors, have been made conditional on the company 

having sufficient free cash resources to meet the obligation. 

The potential liability has been included as contingent 

liabilities in the financial statements (refer to note 24 of the 

financial statements). 

Interests of the directors 

As at 30 June 2010, the Directors had the following 

beneficial interests in Village Shares: 

Director Beneficial indirect Total number of % of issued share 

interest shares held capital* 

Bernard Swanepoel 4,337,819* 4,337,819 1.67% 

Clinton Halsey 1,084,455* 1,084,455 0.42% 

Dorian Wrigley 22,857,257** 22,857,257 8.78% 

Keith Scott 68,146,118*** 68,146,118 26.17% 

Phiway Mbuyazi 18,856,230** 18,856,230 7.24% 

Total 115,266,732 115,266,732 44.25% 

There have been no changes to these shareholdings following the year end date to the date of this report. 

As at 30 June 2009, the Directors had the following beneficial interests in Village Shares: 

Director Beneficial indirect Total number of % of issued share 

interest shares held capital* 

Bernard Swanepoel 2,330,562* 2,330,562 33.40% 

Clinton Halsey 582,642* 582,642 8.35% 

Total 2,913,204 2,913,204 41.75% 

* Held indirectly through To The Point (Pty) Ltd 

** Held indirectly through Umbono Financial Services (Pty) Ltd 

*** Held indirectly through Minex Projects (Pty) Ltd 

DIRECTORATE 

The following changes were made to the composition of the 

board during the year under review: 

Independent non-executive directors 

Mike Pleming Resigned 21 June 2010 

Georges Rawstorne Resigned 21 June 2010 

Roy Pitchford (Chairman) Appointed 21 June 2010 

Khethiwe McClain Appointed 21 June 2010 

David Noko Appointed 21 June 2010 


Non-executive directors 

Phiway Mbuyazi Appointed 21 June 2010 

Keith Scott Appointed 21 June 2010 

Executive directors 

Bernard Swanepoel – Chief executive officer 

Clinton Halsey 

– Chief financial officer 

Dorian Wrigley 

– Chief operations officer 

Appointed 21 June 2010 

Dalubuhle Ncube 

– Executive Director: Projects 

Company Secretary 

The company’s designated secretary is iThemba Governance 

and Statutory Solutions (Pty) Limited, represented by 

Annamarie van der Merwe and Elize Lensley. 

Sponsors 

Investec acted as the sponsor of the company for the year 

under review. With effect from 1 October 2010, Macquarie 

First South Advisers was appointed as sponsor to the 

company in the place of Investec. 

Auditors 

PricewaterhouseCoopers Inc. will continue in office in 

accordance with section 270 (2) of the Companies Act, 

1973. 

Share Capital 

During the financial year Village issued 910,000 ordinary 

shares to Umbono Financial Services at R1.20 per share 

for cash. In addition a total of 253,416,015 ordinary shares 

in Village were issued, at R2 per share, in terms of the 

reverse asset acquisition. At year end Village had a total of 

260,394,461 shares in issue. 

Dividends 

No dividends were paid or declared during the year under 

review. 

Events subsequent to balance sheet date 

Village Main Reef Gold Mining Company (1934) Ltd had 

entered into a binding agreement on 7 October 2010, 

subject to certain conditions precedent, to purchase 74% 

of Consolidated Murchison Mine (CMM), a 1.35 million 

ounce equivalent gold deposit, which produces both gold 

and antimony, from To The Point Growth Specialists (Pty) 

Ltd for R 30 million. The remaining 26% of the issued share 

capital of CMM is held by a BBBEE staff trust for existing 

CMM employees. 

Village Main Reef Gold Mining Company (1934) Ltd will also 

acquire from To The Point Growth Specialists (Pty) Ltd, a Mine 

Management Agreement for an additional consideration 

of R 10 million. Village Main Reef Gold Mining Company 

(1934) Ltd will consequently be appointed to manage the 

mine for which CMM will pay the company a monthly fee of 

R 605,000. 

Subsidiaries 

The following entities are subsidiaries of Village Main Reef 

Gold Mining Company (1934) Ltd: 

Village Main Reef Nature Conservation Trust 

Lesego Platinum Mining Limited 

Sweet Sensation 79 (Proprietary) Limited 

Umbono Minerals and Mining (Proprietary) Limited 





25



AUDIT & RISK COMMITTEE REPORT 

Umbono Platinum Mining (Proprietary) Limited 

resolution 

The Corporate Laws Amendment Act, 24 of 2006 (“CLAA”) 

auditor for the provision of non-audit services to the 

Nebavest 69 (Proprietary) Ltd 

- The payment is made in accordance with the 

which came into effect on 14 December 2007 requires 

company. 

Khumo Mining and Investments (Proprietary) Limited 

provisions of Section 90 of the Companies Act No.61 

the establishment of an Audit Committee and furthermore 

SPECIAL RESOLUTIONS 

The following special resolutions were passed in the 

subsidiaries during the year under review: 

Special Resolution 1 

Equity Loans 

It was resolved that the loan from Nebavest 69 (Pty) Ltd 

in Sweet Sensation 79 (Pty) Ltd would be classified as an 

equity loan and upon agreement from the shareholder that 

this loan would not become repayable unless: 

- The decision is ratified by the shareholders in a special 

resolution 

- The payment is made in accordance with the 

provisions of Section 90 of the Companies Act No.61 

of 1973 whereby 

• The consolidated assets of the company fairly 

valued exceed the consolidated liabilities of the 

company 

• The company will be able to pay their debts 

as they become due in the ordinary course of 

business. 

of 1973 whereby 

• The consolidated assets of the company fairly 

valued exceed the consolidated liabilities of the 

company 

• The company will be able to pay their debts 

as they become due in the ordinary course of 

business. 

The details of the loans to be classified as equity loans are 

as follows: 

Shareholder: Nebavest 69 (Pty) Ltd. 

Amount to be classified as equity: R 1 500 000.00 

Going concern 

As at 30 June 2010, the group’s assets exceeded its 

liabilities and it had adequate cash and cash equivalent 

assets to meet its current liabilities as and when they 

become due. The group has also secured sufficient funding 

from the Industrial Development Corporation of South Africa 

Limited to enable it to complete bankable feasible studies 

on its platinum project 

prescribes the composition and functions of such a 

committee. The Audit & Risk Committee of the company 

is fully compliant with the requirements of the CLAA. This 

committee comprises Mr Ferdi Dippenaar (Chairman), 

Ms Khethiwe McClain and Mr David Noko all of whom are 

independent non-executive directors. 

As part of its function in assisting the board of directors in the 

discharge of its duties relating to corporate accountability, 

the duties of the Audit & Risk Committee include, inter alia, 

the following: 

• Review the annual financial statements to ensure that 

they present a true, balanced and understandable 

assessment of the financial position and performance 

of the company; 

• Evaluate the company’s risks, the measures taken to 

mitigate those risks and the treatment of the residual 

risk; 

• Ensure effective internal control environment in the 

company; 

• Nominate the external auditor for appointment as the 

registered independent auditor after satisfying itself 

The committee is in the process of implementing an annual 

work plan to ensure that all duties and responsibilities 

of the committee are dealt with during an annual cycle. 

Due to the lack of any activity in the company during the 

financial year under review, there was limited need for 

involvement by the committee. The committee did however 

fulfil its statutory duties and responsibilities during the 

2010 financial year. The Audit & Risk Committee has 

furthermore satisfied itself through enquiry that the external 

audit firm, PricewaterhouseCoopers Inc., is independent 

from the company. Following the recent corporate activity, 

it is envisaged that the level of activity of the Audit & Risk 

Committee will substantially increase to ensure that the 

committee attends to not only its statutory duties but also 

the governance expectations placed on a committee of this 

nature. 

The Audit & Risk Committee recommended the annual 

financial statements for the year ended 30 June 2010 for 

approval to the board. The board has subsequently approved 

the annual financial statements which will be open for 

discussion at the forthcoming annual general meeting. 

The details of the loans to be classified as equity loans are 

through enquiry that the external audit firm and the 

as follows: 

designated audit partner are independent as defined 

in terms of the CLAA; 

Shareholder: Nebavest 69 (Pty) Ltd. 

• Determine the fees to be paid to the external auditor as 

Amount to be classified as equity: R 334 802.00 

well as their terms of engagement; 

• Ensure that the appointment of the external auditor 

Special Resolution 2 

Equity Loans 

comply with the provisions of the CLAA and any other 

legislation relating to the appointment of auditors; 

F Dippenaar 

Audit & Risk Committee Chairman 

It was resolved that the loan from Nebavest 69 (Pty) Ltd in 

• Evaluate the effectiveness of the external auditors; 

Khumo Mining and Investments (Pty) Ltd would be classified 

• Approve a non-audit service policy which determines 


as an equity loan and upon agreement from the shareholder 

the nature and extent of any non-audit services which 

that this loan would not become repayable unless: 

the external auditor. may provide to the company; and 

- The decision is ratified by the shareholders in a special 

• Pre-approve any proposed contract with the external 





27



DECLARATION OF COMPANY SECRETARY 

VILLAGE MAIN REEF GOLD MINING COMPANY (1934) LIMITED 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 

In terms of Section 268G of the South African Companies Act, 1973, as amended, (“the Act”) I certify that to the best of my 

knowledge and belief, the company has submitted to the Registrar of Companies all such returns as are required of a public 

company in terms of the Act and that all such returns are true, correct and up to date. 

Ms Annamarie van der Merwe 

iThemba Governance & Statutory Solutions (Pty) Ltd 


Houghton 


Group 

Company 

6 months 12 months 12 months 12 months 

ended ended ended ended 

Note 30 June 31 December 30 June 30 June 

2010 2009 2010 2009 

R ‘000 R ‘000 R ‘000 R ‘000 

Revenue - - - - 

Operating expenses 4 -9 806 -182 -5 884 -1 610 

Other income 5 598 - 374 522 

Growth in rehabilitation trust fund - - 305 444 

Investment income - - 9 78 

Other 598 - 60 - 

Finance costs 6 -562 -218 - - 

Change in estimate of provision for rehabilitation costs - - - -347 

Reverse asset acquisition expense 3 -13 964 - - - 

Loss before taxation -23 734 -400 -5 510 -1 435 

Share of loss of associate - -8 - - 

Taxation 7 - - - -71 

Loss for the period -23 734 -408 -5 510 -1 506 

Other comprehensive income - - - - 

Total comprehensive loss for the period -23 734 -408 -5 510 -1 506 

Loss asttributable to: 

Owners of the parent -23 523 -408 -5 510 -1 506 

Non-controlling interest -211 - - - 

-23 734 -408 -5 510 -1 506 

Total comprehensive loss attriubutable to: 

Owners of the parent -23 523 -408 -5 510 -1 506 

Non-controlling interest -211 - - - 

-23 734 -408 -5 510 -1 506 

Cents Cents Cents Cents 

Basic loss per share -9.44 -0.16 -2.19 -24.82 

Diluted loss per share -9.44 -0.16 -2.19 -24.82 





29




CONSOLIDATED STATEMENT OF FINANCIAL POSITION 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY 

Assets 

Non-current assets 

Group 

Company 



R ‘000 R ‘000 R ‘000 R ‘000 

Environmental rehabilitation trust 8 4 448 - 4 448 4 194 

Investment in subsidiaries 9 - - 496 281 - 

Investment in associate companies 10 - 13 436 - - 

Other receivables 11 - 2 229 5 532 - 

Property plant and equipment 12 58 - - - 

Intangible assets 13 41 692 18 874 - - 

Current assets 

46 198 34 539 506 261 4 194 

Cash and cash equivalents 14 27 317 20 73 294 

Trade and other receivables 15 1 453 - 873 - 

28 770 20 946 294 

Total 

Attributable 

Non- 

Share Equity Accumulated to Owners of controlling Total 

Note Capital Loan Loss the Parent Interest 

Group R ‘000 R ‘000 R ‘000 R ‘000 R ‘000 R ‘000 

Balance as at 1 January 2009 35 549 1 000 -10 484 26 065 - 26 065 

Total comprehensive loss for the period - - -408 -408 - -408 

Equity loan raised - 7 287 - 7 287 - 7 287 

Balance as at 31 December 2009 35 549 8 287 -10 892 32 944 - 32 944 

Share capital issued 16 41 455 -8 287 - 33 168 - 33 168 

Reverse acquisition adjustments 3 13 957 - -7 006 6 951 4 007 10 958 

Transaction costs on share issue -7 122 - - -7 122 - -7 122 

Share capital issued 10 550 - - 10 550 - 10 550 

Total comprehensive loss for the period - - -23 523 -23 523 -211 -23 734 

Balance as at 30 June 2010 94 389 - -41 421 52 968 3 796 56 764 

Share Share Accumulated 

Note Capital Premium Loss Total 

Company R ‘000 R ‘000 R ‘000 R ‘000 

Total Assets 74 968 34 559 507 207 4 488 

Equity and liabilities 

Share capital and share premium 16 94 389 35 549 501 561 758 

Equity loan - 8 287 - - 

Accumulated loss -41 421 -10 892 -7 446 -1 936 

Capital and reserves attributable to owners of the parent 52 968 32 944 494 115 -1 178 

Non controlling interest 3 796 - - - 

Total shareholders’ equity 56 764 32 944 494 115 -1 178 

Balance as at 1 July 2008 758 - -430 328 

Total comprehensive loss for the period - - -1 506 -1 506 

Balance as at 30 June 2009 758 - -1 936 -1 178 

Share capital issued 16 31 791 476 134 - 507 925 

Transaction costs on share issue - -7 122 - -7 122 

Total comprehensive loss for the period - - -5 510 -5 510 

Balance as at 30 June 2010 32 549 469 012 -7 446 494 115 

Non-current liabilities 

Provision for environmental rehabilitation 18 5 367 - 5 367 5 367 

Other long term liabilities 19 10 10 - - 

5 377 10 5 367 5 367 

Current liabilities 

Trade and other payables 20 11 667 1 425 6 571 228 

Shareholders’ loans 21 1 160 180 1 154 - 

Taxation - - - 71 

12 827 1 605 7 725 299 

Total liabilities 18 204 1 615 13 092 5 666 

Total equity and liabilities 74 968 34 559 507 207 4 488 





31




CONSOLIDATED STATEMENT OF CASH FLOWS 


NOTES TO THE ANNUAL FINANCIAL STATEMENTS 

Cash flow generated from operating activities 

Group 

Company 





R ‘000 R ‘000 R ‘000 R ‘000 

Cash (utilised in)/generated from operations 22.1 -1 455 -8 006 -1 744 -1 332 

Interest received 598 - 9 78 

Finance costs -562 -218 - - 

Taxation 22.1 - - -71 - 

Net cash flow (utilised in)/generated from operations -1 419 -8 224 -1 806 -1 254 

Cash flow from investing activities 

Acquisition of Property, plant and equipment -61 - - - 

Growth in environmental rehabilitation trust fund 109 - - - 

Acquisition of Intangible assets -4 325 -114 - - 

Net cash flow (utilised in)/generated from investing activities -4 277 -114 - - 

Cash flow from financing activities 

Issue of Share capital 33 166 - 1 092 - 

Increase/(Decrease) in Related party loans - 7 286 493 - 

(Decrease)/Increase in Shareholder loans -173 180 - 

Increase/(Decrease) in Group company loans - 851 - 

Net cash flow generated from/(utilised in) financing activities 32 993 8 317 1 585 - 

Net increase/(decrease) in cash 27 297 -21 -221 -1 254 

Net cash at the beginning of the period 20 41 294 1 548 

Net cash at the end of the period 27 317 20 73 294 

1 Summary of significant accounting policies 

The principle accounting policies adopted in the 

preparation of the annual financial statements are set 

out below. These policies have been consistently applied 

to all years presented, unless otherwise stated. The 

annual report includes separate financial statements 

for Village Main Reef Gold Mining Company (1934) 

Limited as an individual entity and the consolidated 

entity, consisting of Village Main Reef Gold Mining 

Company (1934) Limited and its subsidiaries. Village 

Main Reef Gold Mining Company (1934) Limited is 

dormant. The group is currently involved in exploration 

activities and has not yet begun mining operations. On 

15 June 2010, Village Main Reef Gold Mining Company 

(1934) Limited acquired a majority holding of the 

issued ordinary shares in Lesego Platinum Mining 

Limited. This transaction is accounted for as a reverse 

asset acquisition in accordance with the policy set out 

in Note 3. 

1.1 Basis of preparation 

The annual financial statements are prepared on 

the historical cost basis, as modified by availablefor-sale 

financial assets, and financial assets and 

liabilities, which have been brought to account at 

fair value. The financial statements are prepared 

in accordance with International Financial 

Reporting Standards (IFRS) as issued by the 

International Accounting Standards Board (IASB) 

and in the manner required by the Companies 

Act of South Africa. 

(a) New and amended standards adopted by the 

group 

The following new standards and amendments to 

standards are mandatory for the first time for the 

financial years ending 30 June 2010. 

IFRS 1 revised, ‘First time Adoption of 

International Financial Reporting Standards’ , 

The revised standard has an improved structure 

but does not contain any technical changes. 

IFRS 3 (revised), ‘Business combinations’, 

and consequential amendments to IAS 27, 

‘Consolidated and separate financial statements’, 

IAS 28, ‘Investments in associates’, and IAS 

31, ‘Interests in joint ventures’, are effective 

prospectively to business combinations for which 

the acquisition date is on or after the beginning 

of the first annual reporting period beginning on 

or after 1 July 2009. 

The revised standard continues to apply the 

acquisition method to business combinations 

but with some significant changes compared 

with IFRS 3. For example, all payments to 

purchase a business are recorded at fair value 

at the acquisition date, with contingent payments 

classified as debt subsequently remeasured 

through the statement of comprehensive income. 

There is a choice on an acquisition-by-acquisition 

basis to measure the non-controlling interest in 

the acquiree either at fair value or at the noncontrolling 

interest’s proportionate share of the 

acquiree’s net assets. All acquisition-related 

costs are expensed. 

IFRS 8, ‘Operating Segments’ , IFRS 8 requires 

an entity to adopt the ‘management approach’ 

to reporting on the financial performance of 

its operating segments. The Standard sets 

out requirements for disclosure of information 

about and entity’s operating segments and also 

about the entity’s products and services, the 

geographical areas in which it operates, and its 

major customers. The disclosure should enable 

users of its financial statements to evaluate 

the nature and financial effects of the business 

activities in which it engages and the economic 

environments in which it operates. 

IAS 23 , ‘Borrowing Costs - revised’ , The main 

change from the previous version of IAS 23 is the 

removal of the option of immediately recognising 

as an expense borrowing costs that relate to 

assets that take a substantial period of time to 

get ready for use or sale. 

IAS 27 (revised) requires the effects of all 

transactions with non-controlling interests to be 

recorded in equity if there is no change in control 

and these transactions will no longer result in 





33



goodwill or gains and losses. The standard also 

specifies the accounting when control is lost. Any 

remaining interest in the entity is re-measured to 

fair value, and a gain or loss is recognised in profit 

or loss. IAS 27 (revised) has had no impact on 

the current period, as none of the non-controlling 

interests have a deficit balance; there have been 

no transactions whereby an interest in an entity 

is retained after the loss of control of that entity, 

and there have been no transactions with noncontrolling 

interests. 

IAS 1, ‘Presentation of Financial Statements 

– Revised’. The changes made to IAS 1 are to 

require information in financial statements to be 

aggregated on the basis of shared characteristics 

and to introduce a statement of comprehensive 

income. This will enable readers to analyse 

changes in a company’s equity resulting from 

transactions with owners in their capacity as 

owners separately from ‘non-owner’ changes. 

The revisions include changes in the titles of 

some of the financial statements to reflect their 

function more clearly. The new titles are not 

mandatory for use in financial statements. 

IAS 1 and IAS 32 (ammendments), The 

amendments require entities to classify the 

following types of financial instruments as equity, 

provided they have particular features and 

meet specific conditions: a) puttable financial 

instruments (for example, some shares issued 

by co-operative entities); b) instruments, or 

components of instruments, that impose on 

the entity an obligation to deliver to another 

party a pro rata share of the net assets of the 

entity only on liquidation (for example, some 

partnership interests and some shares issued by 

limited life entities). Additional disclosures are 

required about the instruments affected by the 

amendments. 

the amendments expand on the guidance in 

IFRIC 11 to address the classification of group 

arrangements that were not covered by that 

interpretation. 

IFRS 1 and IAS 27 (ammendments), The 

amendment allows first-time adopters to use a 

deemed cost of either fair value or the carrying 

amount under previous accounting practice 

to measure the initial cost of investments in 

subsidiaries, jointly controlled entities and 

associates in the separate financial statements. 

The amendment also removed the definition of 

the cost method from IAS 27 and replaced it with 

a requirement to present dividends as income in 

the separate financial statements of the investor. 

IFRS 7 (ammendments), ‘Financial Instruments 

disclosures: Improving Disclosures about 

Financial Instruments’ , The amendment 

increases the disclosure requirements about 

fair value measurement and reinforces existing 

principles for disclosure about liquidity risk. The 

amendment introduces a three-level hierarchy 

for fair value measurement disclosure and 

requires some specific quantitative disclosures 

for financial instruments in the lowest level in the 

hierarchy. In addition, the amendment clarifies 

and enhances existing requirements for the 

disclosure of liquidity risk primarily requiring a 

separate liquidity risk analysis for derivative and 

non-derivative financial liabilities. 

IAS 39 (ammendments), ‘Financial Instruments: 

Recognition and Measurement Eligible Hedged 

Items’ , The amendment makes two significant 

changes. It prohibits designating inflation as 

a hedgeable component of a fixed rate debt. It 

also prohibits including time value in the onesided 

hedged risk when designating options as 

hedges. 

Standard 

improvements process’ resulting in the following 

amendments to standards effective for the first 

IFRS 5 Non-current Assets Held for Sale and Discontinued 

Operations 

IFRS 7 Financial Instruments: Disclosures 

IAS 1 Presentation of Financial Statements 

IAS 8 Accounting Policies, Changes in Accounting Estimates and 

Errors 

IAS 10 Events after the Reporting Period 

IAS 16 Property, Plant and Equipment 

IAS 23 Borrowing Costs 

IAS 27 Consolidated and Separate Financial Statements 

IAS 28 Investments in Associates 

IAS 31 Interests in Joint Ventures 

IAS 34 Interim Financial Reporting 

IAS 36 Impairment of Assets 

IAS 38 Intangible Assets 

IAS 39 Financial Instruments: Recognition and Measurement 

time for 30 June 2010 year-ends: 

Subject of Amendment 

Plan to sell the controlling interest in a subsidiary 

Presentation of finance costs 

Current/non-current classification of derivatives 

Status of implementation guidance 

Dividends declared after the end of the reporting period 

Recoverable amount ; Sale of assets held for rental 

Components of borrowing costs 

Measurement of subsidiary held for sale in separate financial 

statements 

Required disclosures when investments in associates are 

accounted for at fair value through profit or loss ; Impairment of 

investment in associate 

Required disclosures when interests in jointly controlled entities are 

accounted for at fair value through profit or loss 

Earnings per share disclosures in interim financial reports 

Disclosure of estimates used to determine recoverable amount 

Advertising and promotional activities ; Units of production method 

of amortisation 

Reclassification of derivatives into or out of the classification of 

at fair value through profit or loss; Designating and documenting 

hedges at the segment level ; Applicable effective interest rate on 

cessation of fair value hedge accounting 

IFRS 2 (amendments), ‘Group cash-settled 

share-based payment transactions’, effective 

from 1 January 2010. In addition to incorporating 

IFRIC 8, ‘Scope of IFRS 2’, and IFRIC 11, ‘IFRS 

2 – Group and treasury share transactions’, 

(b) Annual improvements to standards adopted 

by the client 

The Improvements to IFRSs (Issued May 2008) 

was issued by the IASB as part the ‘annual 





35



(c) New and amended standards, and 

interpretations mandatory for the first time for 

the financial year beginning 1 January 2010 but 

not currently relevant to the group 

The following standards and amendments to 

existing standards have been published and are 

mandatory for the group’s accounting periods 

beginning on or after 1 January 2010 or later 

periods, but the group has not early adopted 

them. 

IFRIC 17, ‘Distribution of non-cash assets to 

owners’ (effective on or after 1 July 2009). 

The interpretation was published in November 

2008. This interpretation provides guidance on 

accounting for arrangements whereby an entity 

distributes non-cash assets to shareholders either 

as a distribution of reserves or as dividends. IFRS 

5 has also been amended to require that assets 

are classified as held for distribution only when 

they are available for distribution in their present 

condition and the distribution is highly probable. 

. 

“IFRIC 18, ‘Transfers of assets from customers’, 

effective for transfer of assets received on or 

after 1 July 2009. This interpretation clarifies the 

requirements of IFRSs for agreements in which 

an entity receives from a customer an item of 

property, plant and equipment that the entity 

must then use either to connect the customer 

to a network or to provide the customer with 

ongoing access to a supply of goods or services 

(such as a supply of electricity, gas or water). 

In some cases, the entity receives cash from a 

customer that must be used only to acquire or 

construct the item of property, plant, and 

equipment in order to connect the customer to 

a network or provide the customer with ongoing 

access to a supply of goods or services (or to do 

both).” 

“IFRIC 9, ‘Reassessment of embedded derivatives 

and IAS 39, Financial instruments: Recognition 

and measurement’, effective 1 July 2009. This 

amendment to IFRIC 9 requires an entity to 

assess whether an embedded derivative should 

be separated from a host contract when the 

entity reclassifies a hybrid financial asset out of 

the ‘fair value through profit or loss’ category. 

This assessment is to be made based on 

circumstances that existed on the later of the 

date the entity first became a party to the contract 

and the date of any contract amendments 

that significantly change the cash flows of the 

contract. If the entity is unable to make this 

assessment, the hybrid instrument must remain 

classified as at fair value through profit or loss in 

its entirety. “ 

(d) New standards, amendments and 

interpretations issued but not effective for the 

financial year beginning 1 January 2010 and 

not early adopted 

The group’s and parent entity’s assessment 

of the impact of these new standards and 

interpretations is set out below. 

IFRS 9, ‘Financial instruments’, issued in 

November 2009. This standard is the first step 

in the process to replace IAS 39, ‘Financial 

instruments: recognition and measurement’. 

IFRS 9 introduces new requirements for 

classifying and measuring financial assets and 

is likely to affect the group’s accounting for its 

financial assets. The standard is not applicable 

until 1 January 2013 but is available for early 

adoption. However, the standard has not yet 

been endorsed by the EU. 

The group is yet to assess IFRS 9’s full impact. 

However, initial indications are that it may affect 

the group’s accounting for its debt available-forsale 

financial assets, as IFRS 9 only permits the 

recognition of fair value gains and losses in other 

comprehensive income if they relate to equity 

investments that are not held for trading. Fair 

value gains and losses on available-for-sale debt 

investments, for example, will therefore have to 

be recognised directly in profit or loss. 

Revised IAS 24 (revised), ‘Related party 

disclosures’, issued in November 2009. It 

supersedes IAS 24, ‘Related party disclosures’, 

issued in 2003. IAS 24 (revised) is mandatory 

for periods beginning on or after 1 January 

2011. Earlier application, in whole or in part, is 

permitted. However, the standard has not yet 

been endorsed by the EU. 

1.2 Principles of consolidation 

The consolidated financial information includes 

the financial statements of the company and its 

subsidiaries 

Subsidiaries, which are those entities in which 

the group has an interest of more than one half 

of the voting rights or otherwise has power to 

govern the financial and operating policies, are 

consolidated. Subsidiaries are consolidated 

from the date on which control is acquired and 

are no longer consolidated when control ceases. 

The purchase method of accounting is used to 

account for the acquisition of the business. The 

cost of an acquisition is measured as the fair 

value of the assets given up, shares issued or 

liabilities assumed at the date of acquisition plus 

costs directly attributable to the acquisition. 

Identifiable assets acquired and liabilities and 

contingent liabilities assumed in the business 

combination are measured initially at their fair 

values at the acquisition date, irrespective of 

the extent of any non-controlling interests. Non 

controlling interests are carried at a proportion of 

the net identifiable assets acquired. 

Intercompany transactions, balances and 

unrealised gains on transactions between group 

companies are eliminated on consolidation. 

Unrealised losses are also eliminated and may 

provide evidence of an impairment that should 

be recognised. Where necessary, accounting 

policies of subsidiaries have been changed to 

ensure consistency with the policies adopted by 

the group. 

Investments in subsidiaries are accounted for 

at cost and are adjusted for impairments where 

appropriate in the company’s separate financial 

statements. 

The excess of the cost of acquisition over the 

fair value of the group’s share of identifiable 

net assets acquired is recorded as goodwill. If 

the cost of acquisition is less than the fair value 

of the net assets of the subsidiary acquire, the 

difference is recognised directly in the statement 

of comprehensive income, in profit and loss. 

The group treats transactions with noncontrolling 

interests as transactions with equity 

owners of the group. For purchases from noncontrolling 

interests, the difference between 

any consideration paid and the relevant share 

acquired of the carrying value of net assets of the 

subsidiary is recorded in equity. Gains or losses 

on disposals to non-controlling interests are also 

recorded in equity 

1.3 Property, plant and equipment 

As the group is still in the exploration stages of 

mining, property, plant and equipment consists 

only of non-mining assets. Non-mining assets 

are shown at historical cost less accumulated 

depreciation and impairment losses. Historical 

cost includes expenditure that is directly 

attributable to the acquisition of the items. 

Included in property, plant and equipment is 

equipment, computer equipment and computer 

software. These assets are depreciated on a 

straight line basis to allocate their cost to their 

residual values over their estimated useful lives 

as follows: 

Equipment 

Computer Equipment 

Computer Software 

5 years 

3 years 

3 years 

Subsequent costs are included in the asset’s 

carrying amount or recognised as a separate 

asset, as appropriate, only when it is probable that 

future economic benefits associated with the 

item will flow to the group and the cost of the 

item can be measured reliably. The carrying 

amount of the replaced part is derecognised. All 





37



other repairs and maintenance are charged to 

the consolidated statement of comprehensive 

income during the financial period in which they 

are incurred. 

The assets’ residual values and useful lives are 

reviewed, and adjusted if appropriate, at each 

statement of financial position date. 

An asset’s carrying amount is written down 

immediately to its recoverable amount if the 

asset’s carrying amount is greater than its 

estimated recoverable amount. 

Gains and losses on disposals are determined by 

comparing proceeds with carrying amount and 

are recognised in the consolidated statement of 

comprehensive income 

1.4 Trade and other receivables 

Trade receivables are recognised initially at fair 

value and subsequently measured at amortised 

cost using the effective interest method 

A provision for impairment of trade receivables will 

be established when there is objective evidence 

that the group will not be able to collect all 

amounts due according to the original terms of 

the receivables. Significant financial difficulties 

of the debtor, probability that the debtor will 

enter bankruptcy (or similar work out or 

windup procedure) or financial reorganisation, 

and default or delinquency in payments 

are considered indicators that the trade 

receivable is impaired. The amount of the 

provision is the difference between the asset’s 

carrying amount and the present value of 

estimated future cash flows, discounted at the 

original effective interest rate. 

1.5 Cash and cash equivalents 

For cash flow statement presentation purposes, 

cash and cash equivalents includes deposits 

held at call with financial institutions, other 

short-term, highly liquid investments with original 

maturities of three months or less that are readily 

convertible to known amounts of cash and which 

are subject to an insignificant risk of changes in 

value, and bank overdrafts. Bank overdrafts are 

shown within borrowings in current liabilities on 

the balance sheet 

1.6 Intangible assets 

Exploration and evaluation costs 

Exploration and evaluation costs, including the 

costs of acquiring licenses, acquisition of rights to 

explore and geographical studies are capitalised 

as intangible exploration and evaluation asset on 

a project by project basis pending determination 

of the technical feasibility and commercial viability 

of project. The capitalised costs are presented 

as either tangible or intangible exploration and 

evaluation assets according to the nature of the 

asset acquired. When a license is relinquished 

or a project is abandoned, the related costs are 

recognised in the statement of comprehensive 

income immediately. Exploration and evaluation 

assets are assessed for impairment on an annual 

basis. 

The technical feasibility and commercial 

viability of extracting a mineral resource is 

considered to be determined when proven and 

probable reserves are determined to exist. Upon 

determination of proven and probable reserves, 

exploration and evaluation assets are first 

tested for impairment and then reclassified from 

exploration and evaluation assets to a separate 

category within intangible assets. Expenditure 

deemed to be unsuccessful is recognised in 

profit and loss. 

Exploration and evaluation costs will not be 

amortised until mining activities commence. 

Goodwill 

The excess of the cost of acquisition over the 

fair value of the group’s share of identifiable 

net assets acquired is recorded as goodwill. If 

the cost of acquisition is less than the fair value 

of the net assets of the subsidiary acquire, the 

difference is recognised directly in the statement 

of comprehensive income, in profit and loss. 

Goodwill recognised is assessed for impairment 

on an annual basis. 

1.7 Share Capital 

Ordinary shares are classified as equity. 

Transaction costs directly attributable to the 

issue of new shares or options are shown in 

equity as a deduction from the proceeds. The 

purchase consideration of assets acquired in the 

reverse asset acquisition was in the form of a 

share issue in terms of IFRS 2. 

1.8 Provision for environmental rehabilitation 

Estimated long-term environmental obligations, 

comprising pollution control, rehabilitation 

and mine closure, are based on the group’s 

environmental management plans in compliance 

with current technological, environmental and 

regulatory requirements. 

The net present value of future rehabilitation 

cost estimates is recognised and provided for 

in full in the financial statements. The estimates 

are reviewed annually and are discounted using 

rates that reflect the time value of money. 

Changes in the provision consist of finance 

cost relating to the change in the present value 

of the provision and inflationary increases in 

the provision estimate, as well as changes in 

estimates, and are charged to the statement of 

comprehensive income. 

1.9 Environmental rehabilitation trust fund 

Contributions are made to the group’s trust 

funds, created in accordance with statutory 

requirements, to fund the estimated cost of 

pollution control, rehabilitation and mine closure 

at the end of the life of the company’s mines. 

Contributions are determined on the basis of the 

estimated environmental obligation over the life 

of the mine. Income earned on monies paid to 

environmental trust funds is accounted for as 

investment income. The funds contributed to the 

trust plus growth in the trust funds are included 

under the environmental rehabilitation trust on 

the statement of financial position. 

1.10 Trade and other payables 

Trade. payables are recognised initially at fair 

value and subsequently measured at amortised 

cost using the effective interest method 

1.11 Investments and other financial instruments 

Classification 

The group classifies its financial assets in the 

following categories: financial assets at fair value 

through profit or loss, loans and receivables, 

held-to-maturity investments and available-forsale 

financial assets. The classification depends 

on the purpose for which the investments were 

acquired. Management determines the 

classification of its investments at initial 

recognition. 

i) Financial assets and financial liabilities at fair 

value through profit or loss 

Financial assets and financial liabilities at fair 

value through profit or loss are classified as 

financial assets and financial liabilities held for 

trading. A financial asset or financial liability is 

classified in this category if acquired principally 

for the purpose of selling in the short term. 

The group has had short-term investments 

classified in this category. A financial asset or 

financial liability may be designated at fair value 

through profit or loss at initial recognition if it 

contains one or more embedded derivatives. 

ii) Loans and receivables 

Loans and receivables are non-derivative financial 

assets with fixed or determinable payments 

that are not quoted in an active market. They 

are included in current assets, except for maturities 

greater than 12 months after the balance 

sheet date. These are classified as non-current 

assets. The group’s loans and receivables comprise 

trade and other receivables, cash and cash 

equivalents and trade and other payables in the 

statement of financial position. 

.iii) Available -for-sale financial assets 

Available-for-sale financial assets are nonderivatives 

that are either designated in this 

category or not classified in any of the other 





39



categories. They are included in non-current 

assets unless management intends to dispose 

of the investment within 12 months of the 

statement of financial position date. 

Recognition and measurement 

Regular purchases and sales of financial assets 

are recognised on the trade-date – the date on 

which the group commits to purchase or sell the 

asset. Investments are initially recognised at 

fair value plus transaction costs for all financial 

assets not carried at fair value through profit 

or loss. Financial assets carried at fair value 

through profit or loss are initially recognised at 

fair value, and transaction costs are expensed 

in the income statement. Financial assets 

are derecognised when the rights to receive 

cash flows from the investments have expired 

or have been transferred and the group has 

transferred substantially all risks and rewards 

of ownership. Available-for-sale financial assets 

and financial assets at fair value through profit 

or loss are subsequently carried at fair value. 

Loans and receivables are subsequently carried 

at amortised cost using the effective interest 

method. 

Gains or losses arising from changes in the fair 

value of the ‘financial assets at fair value through 

profit or loss’ category are presented in the 

income statement within ‘other (losses)/gains – 

net’ in the period in which they arise. Dividend 

income from financial assets at fair value through 

profit or loss is recognised in the statement of 

comprehensive income, in profit and loss, as part 

of other income when the group’s right to receive 

payments is established. 

Changes in the fair value of monetary and nonmonetary 

securities classified as available for 

sale are recognised in other comprehensive 

income. 

When securities classified as available for sale 

are sold or impaired, the accumulated fair value 

adjustments recognised in equity are included 

in the statement of comprehensive income as 

‘gains and losses from investment securities. 

Interest on available-for-sale securities calculated 

using the effective interest method is recognised 

in the statement of comprehensive income as 

part of other income. Dividends on availablefor-sale 

equity instruments are recognised in 

the income statement as part of other income 

when the group’s right to receive payments is 

established. 

1.12 Investment in associates 

Associates are all entities over which the group 

has significant influence but not control, generally 

accompanying a shareholding of between 20% 

and 50% of the voting rights. Investments in 

associates are accounted for using the equity 

method of accounting and are initially recognised 

at cost. The group’s investment in associates 

includes goodwill identified on acquisition, net of 

any accumulated impairment loss 

The group’s share of its associates’ postacquisition 

profits or losses is recognised in 

the income statement, and its share of postacquisition 

movements in other comprehensive 

income is recognised in other comprehensive 

income. The cumulative post-acquisition 

movements are adjusted against the carrying 

amount of the investment. When the group’s 

share of losses in an associate equals or exceeds 

its interest in the associate, including any other 

unsecured receivables, the group does not 

recognise further losses, unless it has incurred 

obligations or made payments on behalf of the 

associate 

Unrealised gains on transactions between the 

group and its associates are eliminated to the 

extent of the group’s interest in the associates. 

Unrealised losses are also eliminated unless the 

transaction provides evidence of an impairment 

of the asset transferred. Accounting policies of 

associates have been changed where necessary 

to ensure consistency with the policies adopted 

by the group. 

1.13 Loss per share 

i) Basic loss per share 

Basic loss per share is computed by dividing 

the profit attributable to owners of the 

company, excluding any costs of servicing 

equity other than ordinary shares, by the weighted 

average number of ordinary shares outstanding 

during the financial year 

ii) Headline loss per share 

Headline loss per share is computed by dividing 

the profit attributable to owners of the company 

(adjusted for items out of the ordinary course of 

business ), excluding any costs of servicing equity 

other than ordinary shares, by the weighted 

average number of ordinary shares outstanding 

during the financial year. 

1.14 Segmental reporting 

Village Main Reef Gold Mining Company is 

considered to be a single reporting segment. As 

the group has not generated any revenue during 

the past financial year, segmental reporting is not 

considered necessary 

1.15 Current and deferred taxation 

The tax expense for the period comprises 

current tax. Tax is recognised in the statement of 

comprehensive income, in profit and loss, except 

to the extent that it relates to items recognised 

in other comprehensive income or directly in 

equity. In this case, the tax is also recognised in 

other comprehensive income or directly in equity, 

respectively. 

The current income tax charge is calculated on 

the basis of the tax laws enacted or substantively 

enacted at the balance sheet date in the 

countries where the company and its subsidiaries 

operate and generate taxable income. 

Management periodically evaluates positions 

taken in tax returns with respect to situations 

in which applicable tax regulation is subject to 

interpretation. It establishes provisions where 

appropriate on the basis of amounts expected to 

be paid to the tax authorities. 

Deferred income tax is recognised, using the 

liability method, on temporary differences arising 

between the tax bases of assets and liabilities 

and their carrying amounts in the consolidated 

financial statements. However, deferred tax 

liabilities are not recognised if they arise from the 

initial recognition of goodwill; deferred income 

tax is not accounted for if it arises from initial 

recognition of an asset or liability in a transaction 

other than a business combination that at the 

time of the transaction affects neither accounting 

nor taxable profit or loss. Deferred income tax is 

determined using tax rates (and laws) that have 

been enacted or substantially enacted by the 

balance sheet date and are expected to apply 

when the related deferred income tax asset is 

realised or the deferred income tax liability is 

settled. 

Deferred income tax assets are recognised 

only to the extent that it is probable that future 

taxable profit will be available against which the 

temporary differences can be utilised. 

. 

Deferred income tax is provided on temporary 

differences arising on investments in subsidiaries 

and associates, except for deferred income tax 

liability where the timing of the reversal of the 

temporary difference is controlled by the group 

and it is probable that the temporary difference 

will not reverse in the foreseeable future. 

Deferred income tax assets and liabilities are 

offset when there is a legally enforceable right 

to offset current tax assets against current tax 

liabilities and when the deferred income taxes 

assets and liabilities relate to income taxes 

levied by the same taxation authority on either 

the same taxable entity or different taxable 

entities where there is an intention to settle the 

balances on a net basis. 





41



2 Critical accounting estimates and judgements 

The preparation of the financial statements in conformity 

with IFRS requires the group’s management to make 

estimates and assumptions that affect the reported 

amounts of assets and liabilities and disclosure of 

contingent assets and liabilities at the date of the 

financial statements, and the reported amounts of 

revenues and expenses during the reporting period. 

Actual results could differ from those estimates. 

Estimates and judgements are continually evaluated 

and are based on historical experience and other 

factors, including expectations of future events 

that are believed to be reasonable under the 

circumstances. 

The resulting accounting estimates may differ from 

actual results. The estimates and assumptions that 

have a significant risk of causing a material adjustment 

to the carrying amounts of assets and liabilities within 

the next financial year are discussed below: 

2.1 Measurement of the provision for environmental 

rehabilitation 

The present value of the environmental 

rehabilitation obligation is calculated annually 

using the expected cash flow approach that 

reflects a range of possible outcomes discounted 

at credit adjusted risk-free interest rate. 

2.2 Share based payment transactions 

The share based transaction has been recognised 

at fair value of assets purchased in the reverse 

asset acquisition. 

2.3 Fair value of financial instruments 

The fair value of financial instruments that are 

not traded in an active market is determined 

by using valuation techniques. The group uses 

its judgment to select a variety of methods and 

make assumptions that are mainly based on 

market conditions existing at each statement of 

financial position date. 

3 Reverse asset acquisition 

During the year Village acquired a number of companies 

that gave it control of Lesego Platinum Mining (Pty) 

Ltd and Sweet Sensation 79 (Pty) Ltd (the Reverse 

asset acquisition). Lesego Platinum Mining (Pty) Ltd 

and Sweet Sensation 79 (Pty) Ltd have prospecting 

rights over numerous properties in the eastern limb 

of the Bushveld Igneous Complex. In settlement of the 

acquisition Village issued shares in settlement of the 

reverse asset acquisition, which resulted in a change 

of control and a reverse listing of the new structure. 

The substance of the transaction represents a reverse 

asset acquisition that is accounted for in terms of IFRS 

2 Share-based Payment. The effect of the accounting 

treatment, as a result of the Reverse asset acquisition, 

is that even though the consolidated financial 

statements are issued under the name of Village, it 

represents a continuation of Lesego Platinum Mining 

(Pty) Ltd and Sweet Sensation 79 (Pty) Ltd, except 

for its capital structure. As a result, the comparative 

information presented for the group represents that 

of the combined Lesego Platinum Mining (Pty) Ltd and 

Sweet Sensations 79 (Pty) Ltd. 

For the purposes of consolidation at 15 June 2010 

the value attributed to Village under the reverse asset 

acquisition was R13,964,000 and is a non-recurring 

expense. Reverse asset acquisition accounting applies 

only to the consolidated financial statements. The 

parent entity financial statements will continue to 

represent Village Main Reef Gold Mining Company 

(1934) Limited as a stand-alone entity for the 2010 

and 2009 financial year. The consideration in a reverse 

asset acquisition is deemed to have been incurred by 

the legal subsidiary, Lesego Platinum Mining Ltd in the 

form of equity instruments issued to the shareholders 

of the legal parent, Village Main Reef Gold Mining 

Company (1934) Limited. The acquisition-date fair 

value of the consideration transferred has been 

determined by reference to the fair value of the assets 

acquired in the reverse asset acquisition. 

The reverse acquisition adjustment recognised in share capital is comprise as follows: R ‘000 

Net asset value of Village Main Reef Gold Mining Company (1934) Limited prior to the transaction -7 * 

Acquisition expense of the reverse asset acquisition transaction 13 964 

. 13 957 

*The net asset value of Village Main Reef Gold Mining Company, prior to the acquisition consists mainly of the 

Investment in the rehabilitation trust fund of R 4,448,000 and the provision for rehabilitation of R 5,367,000. 

At a consolidated level, a minority interest is held in Lesego Platinum Mining (Pty) Ltd by the IDC, currently being an 

effective ownership interest of 6.1% due to a claw back condition in the IDC’s subscription agreement (with a possibility 

of increasing to 28% in the future if all funding tranches are met). 

The impact of the reverse acquisition on each of the primary statements from the date of acquisition is as follows: 

i) Statement of comprehensive income 

• The 2010 consolidated statement of comprehensive income comprises 6 months of Lesego Platinum Mining 

Limited and the companies in the new structure (Sweet Sensations 79 (Pty) Ltd Umbono Minerals and Mining 

(Pty) Ltd, Umbono Platinum Mining (Pty) Ltd, Nebavest 69 (Pty) Ltd and Khumo Mining and Investments (Pty) 

Ltd) and 15 days of Village Main Reef Gold Mining Company (1934) Limited ended 30 June 2010. 

• The 2009 consolidated statement of comprehensive income comprises 12 months of Lesego Platinum Mining 

Ltd and Sweet Sensations 79 (Pty) Ltd ended 31 December 2009 

ii) Statement of financial position 

• The 2010 consolidated statement financial position comprises Lesego Platinum Mining and the companies in 

the new structure and Village Main Reef Gold Mining Company (1934) Ltd as at 30 June 2010. 

• The 2009 consolidated statement of financial position represents Lesego Platinum Mining Limited and Sweet 

Sensations 79 (Pty) Ltd as at 31 December 2009. 

iii) Statement of cash flows 

• The 2010 consolidated statement of cashflows comprises the cash balance of Lesego Platinum Mining Ltd 

as at 1 January 2010, the cash transaction for the current period (6 months Lesego Platinum Mining Ltd 

and subsidiaries and 15 days Village Main Reef Gold Mining Company (1934) Ltd) and the cash balances of 

Lesego Platinum Mining Ltd and Village Main Reef Gold Mining Company Ltd as at 30 June 2010. 

• The 2009 consolidated statement of cashflows comprises 12 months of Lesego Platinum Mining Ltd’s cash 

transactions ended 31 December 2009. 

iv) Statement of changes in equity 

• The 2010 consolidated statement of changes in equity comprises Lesego Platinum Mining Ltd’s equity balance 

as at 1 January 2010, its loss for the period and transactions with equity holders during the six months ended 

30 June 2010. It also comprises Village Main Reef Gold Mining Company (1934) Ltd’s transactions with equity 

holders during the 15 days ended 30 June 2010. 

• The 2009 consolidated statement of changes in equity comprises 12 months of Lesego Platinum Mining Ltd’s 

changes in equity. 





43



4 Operating expenses 

Group 

Company 





R ‘000 R ‘000 R ‘000 R ‘000 

Success fee : To The Point Growth Specialists (Pty) Ltd -5 018 - -5 018 - 

Capital raising fee : Umbono Financial Services (Pty) Ltd -2 000 - - - 

Management fee: Umbono Financial Services (Pty) Ltd -744 - - - 

Management fee: Minex -400 - - - 

Prospecting fee -147 - - - 

Audit fees -313 -110 -89 -85 

Depreciation -3 - - - 

Legal fees - -62 - -52 

Payroll costs - - -176 - 

Printing and stationery - - - -257 

Environmental rehabilitation costs - - -170 -210 

Consulting fees - - -7 -250 

Stamp duty - - - -308 

Other -1 181 -10 -424 -448 

Total operating expenses -9 806 -182 -5 884 -1 610 

5 Other Income 

Other income is comprised as follows: 

Service fee income 25 - 60 - 

Interest income 573 - 9 78 

Growth in rehabilitation trust fund - - 305 444 

598 - 374 522 

Group 

Company 





R ‘000 R ‘000 R ‘000 R ‘000 

7 Taxation 

SA normal taxation 

Current tax - - - -71 

- Current year - - - -71 

Total tax charge per the statement of comprehensive income - - - -71 

Reconciliation of rate of taxation 

Standard rate of company tax -28.00% -28.00% -28.00% -28.0% 

Non-temporary differences 6.00% 0.00% 13.27% 23.5% 

Prior year (under)/over provision 0.00% 0.00% 0.00% -4.9% 

Deferred tax asset not recognised 22.00% 28.00% 14.73% 4.5% 

Effective rate of taxation 0.00% 0.00% 0.00% -4.9% 

8 Environmental rehabilitation trust 

The Village Main Reef Gold Mining Company Nature Conservation Trust was created to provide for the estimated cost of pollution control and rehabilitation at 

the end of the life of the mine in accordance with statutory requirements. The company did not make any contributions in the current year to the Trust fund. 

Balance at the beginning of the period - - 4 194 3 816 

Interest earned - - 305 444 

Operating cost - - -51 -66 

Acquired as part of the reverse asset acquisition 4 448 - - - 

Balance at the end of the year 4 448 - 4 448 4 194 

6 Finance costs 

Financial Liabilities 

Umbono Capital Partners -562 - - - 

Umbono Financial Services (Pty) Limited - -36 - - 

Minex Projects (Pty) Ltd - -15 - - 

Trade and other payables - -167 - - 

Total finance costs from financial liabilities -562 -218 - - 

9 Investment in subsidiaries 

Investments in subsidiaries are as follows: 

Lesego Platinum Mining Limited - - 136 292 - 

Umbono Minerals and Mining (Pty) Ltd - - 161 911 - 

Umbono Platinum Mining (Pty) Ltd - - 62 689 - 

Nebavest 69 (Pty) Ltd - - 135 389 - 

- - 496 281 - 

10 Investment in associate companies 

The investment in associate relates to Lesego Platinum Mining (Pty) Ltd’s 45% holding in Sweet Sensations 79 (Pty) Ltd. 

Cost of investment - 13 500 - - 

Share in loss of associate - -64 - - 

Carrying value of investment - 13 436 - - 

The investment in the associate has been consolidated during the current, due to the reverse asset acquisition. Please refer to Note 3. 





45



Group 

Company 





R ‘000 R ‘000 R ‘000 R ‘000 

11 Other receivables 

Other receivables relates to the following loans issued to related parties: 

Sweet Sensations 79 (Pty) Ltd - 2 229 - - 


Total other receivables - 2 229 5 532 - 

Further details on related parties are provided in Note 27. 

12 Property, plant and equipment 

Computer Computer 

Group Equipment Software Equipment Total 

R ‘000 R ‘000 R ‘000 R ‘000 

Cost: 

Opening balance as at 31 December 2009 - - - - 

Additions 39 2 20 61 

Disposals - - - - 

Closing balance as at 30 June 2010 39 2 20 61 

Accumulated Depreciation: 

Opening balance as at 31 December 2009 - - - - 

Disposals - - - - 

Depreciation for the period -1 - -2 -3 

Closing balance as at 30 June 2010 -1 - -2 -3 

Carrying value as at 30 June 2010 38 2 18 58 

* All items of Property, plant and equipment relate to that held by a subsidiary, Lesego Platinum Mining Ltd. 

* Village Main Reef Gold Mining Company (1934) Ltd, holds no items of Property, plant and equipment. 

13 Intangible assets 

Exploration 

Group Asset Goodwill Total 

2010 R ‘000 R ‘000 

Cost: 

Opening balance as at 31 December 2009 18 874 - 18 874 

Additions 9 830 12 988 22 818 

Disposals - - - 

Closing balance as at 30 June 2010 28 704 12 988 41 692 


Opening balance as at 31 December 2009 - - - 


Depreciation for the period - - - 

Closing balance as at 30 June 2010 - - - 

Carrying value as at 30 June 2010 28 704 12 988 41 692 

Group 

2009 

Cost: 

Opening balance as at 1 January 2009 18 760 - 18 760 

Additions 114 - 114 


Closing balance as at 31 December 2009 18 874 - 18 874 


Opening balance as at 1 January 2009 - - - 


Depreciation for the period - - - 

Closing balance as at 31 December 2009 - - - 

Carrying value as at 31 December 2009 18 874 - 18 874 

Impairment of Goodwill 

Goodwill is tested for impairment on an annual basis. 

Based on the valuation of resources in Sweet Sensations 79 (Pty) Ltd, Goodwill is not considered to be impaired. 

* All items of Intangible assets relate to that held by subsidiaries. 

* Village Main Reef Gold Mining Company (1934) Ltd, holds no items of Intangible assets. 





47



Group 

Company 

30 June 31 December 30 June 30 June 


R ‘000 R ‘000 R ‘000 R ‘000 

14 Cash and cash equivalents 

Cash at bank and other short term deposits 27 317 20 73 294 

Total cash and cash equivalents 27 317 20 73 294 

15 Trade and other receivables 

Financial assets 

Other receivables 62 - 62 - 

Value added tax 1 391 - 811 - 

Total current trade and other receivables 1 453 - 873 - 

The ageing of other receivables at the reporting date was as follows: 

Fully performing 50 - 50 - 

Past due by 1 to 30 days 12 - 12 - 

62 - 62 - 

The ageing of value added tax receivable at the reporting date was as follows: 

Fully performing 1 349 - 769 - 

Past due by 1 to 30 days 42 - 42 - 

1 391 - 811 - 

30 June 31 December 30 June 30 June 


R ‘000 R ‘000 R ‘000 R ‘000 

16 Share capital and share premium 

Par value Number of Number of Number of Number of 

per share shares shares shares shares 

(‘000) (‘000) (‘000) (‘000) 

Authorised share capital 

Village Main Reef Gold Mining Company (1934) Ltd 12.5 cents 500 000 500 000 500 000 500 000 

Group 

Company 

Issued share capital R ‘000 R ‘000 R ‘000 R ‘000 

Ordinary 197 100 32 549 758.00 

Share premium 94 192 35 449 469 012 - 

94 389 35 549 501 561 758 

Reconciliation of Village Main Reef Gold Mining Company (1934) Limited share issues: 

Issue Date Number of Issue price 

shares per share Issue Value 

R 

R 

Balance as at 1 July 2010 6 068 444 

Issue to Umbono Capital Partners 2009/10/16 910 000 1.20 1 092 000 

Purchase consideration in reverse asset acquisition 2010/06/15 248 140 722 2.00 496 281 444 

Success Fee to To The Point Growth Specialists 2010/06/15 2 509 069 2.00 5 018 138 

Issue to Umbono Financial Services 2010/06/15 2 766 226 2.00 5 532 452 

Balance as at 30 June 2010 260 394 461 

Transaction costs directly attributable to the issue of shares, of R 7,122,000 have been treated as a deduction from the proceeds on issue of shares, against 

share capital and share premium. 

At group level, Lesego Platinum Mining Ltd issued 42 056 280 ordinary shares as part of a rights issue and 55 296 220 to the Industrial Development 

Corporation of South Africa Ltd as part of the financing arrangement for the Lesego Platinum Project. 

All share issues have been fully paid up. 





49



17 Loss per share 

Group 

The calculation of basic loss per share is based on basic loss of R 23,734,000 (2009: R 408,000) and a weighted 

average of 251,296,844 (2009: 250,906,947) shares in issue during the period. 

. 

.The calculation of diluted loss per share is based on a diluted loss of R 23,734,000 (2009: R 408,000) and a weighted 


. 

.The calculation of headline loss per share is based on headline loss of R 23,734,000 (2009: R 408,000) and a weighted 


Company 

The calculation of basic loss per share is based on basic loss of R 5,510,000 (2009: R 1,506,000) and a weighted 


The calculation of diluted loss per share is based on a diluted loss of R 5,510,000 (2009: R 1,506,000) and a weighted 


The calculation of headline loss per share is based on headline loss of R 5,510,000 (2009: R 1,485,000) and a 

weighted average of 251,296,844 (2009: 6,068,446) shares in issue during the period. 

Headline loss 

Loss per the statement of comprehensive income -23 734 -408 -5510 -1506 

Adjustments - - - 21 

Headline loss for the year -23 734 -408 -5 510 -1 485 

Headline loss per share (cents) -9.44 -0.16 -2.19 -24.47 

18 Provision for environmental rehabilitation 

The group’s past mining activities are subject to extensive environmental laws and regulations. These laws and regulations 

are continually changing and are becoming more restrictive. The group expects to make, in future, expenditures to 

comply with such laws and regulations, but cannot predict the amount of such future expenditures. Estimated future 

reclamation costs are based principally on legal and regulatory requirements. The following is a reconciliation of the 

total liability for environmental rehabilitation: 

Balance as at 1 July 2009 - - -5 367 -5 020 

Change in estimate and inflationary increase - - - -347 

Increase as a result of reverse asset acquisition -5 367 - - 

Balance as at 30 June 2010 -5 367 - -5 367 -5 367 

. 

.While the ultimate amount of rehabilitation costs to be incurred in the future is uncertain, the group has estimated that 

the total cost of rehabilitation in current monetary terms is R 5.3 million (2009: R 0) 

19 Other long-term liabilities 

.Other long-term liabilities relate to the following loans received: 

.Lesego Platinum Uitloop (Pty) Ltd -10 -10 - - 

20 Trade and other payables 

Financial liabilities 

Trade creditors -11 637 -1 018 -6 445 - 

.VAT control 295 -83 -25 - 

.Non-financial liabilities -291 -324 -101 228 

.PAYE and UIF -34 - - - 

.Total trade and other payables -11 667 -1 425 -6 571 228 

21 Shareholders’ loans 

.Umbono Financial Services (Pty) Ltd -667 - -661 - 

.To The Point Growth Specialist (Pty) Ltd -493 - -493 - 

.Umbono Minerals and Mining (Pty) Ltd - -180 - - 

.Total shareholders’ loans -1 160 -180 -1 154 - 

22.1 Cash generated from/(utilised in) operations 

Loss before taxation -23 734 -408 -12 632 -1 435 

Adjusted for: 

Interest income -598 - -9 -78 

Finance costs 562 218 - - 

Depreciation 3 - - - 

Acquisition adjustment 16 926 - - - 

Net growth in environmental rehabilitation trust -109 - -254 -378 

Increase in provision for environmental rehabilitation - - - 347 

Success fee - - 5 018 - 

Share in loss of associate - 8 - - 

. -6 950 -182 -7 877 -1 544 

Changes in working capital: 

Increase/(decrease) in trade and other payables 10 242 - 7 005 212 

(Increase)/decrease in environmental rehabilitation trust -4 448 - - - 

.(Increase)/decrease in trade and other receivables -1 453 -7 824 -872 - 

Increase/(decrease) in shareholders loans 1 154 - - - 

Cash (Utilised in)/generated from operations -1 455 -8 006 -1 744 -1 332 

22.2 Tax paid 

Amounts unpaid at 1 July 2009 - - -71 - 

Amounts charged to the statement of comprehensive income - - - 71 

Amounts unpaid at 30 June 2010 - - - -71 

Cash amounts paid - - -71 - 





51



23 Financial risk management 

The group’s financial instruments expose it to a variety of financial risks: market risk (including cash flow interest rate 

risk) , credit risk and liquidity risk. 

The group’s Financials instruments are set out below: 

Available 

Financial 

for sale Held to liabilities 

Loans and financial maturity at amortised 

receivables assets investments cost 

30 June 2010 R’000 R’000 R’000 R’000 

Cash and cash equivalents 27 317 - - - 

Trade and other receivables 1 453 - - - 

Other long term liabilities - - - -10 

Trade and other payables - - - -11 342 

Shareholders’ loans - - - -1 160 

28 770 - - -12 512 

31 December 2009 

Investment in associate - 13 436 - - 

Other receivables 2 229 - - - 

Cash and cash equivalents 20 - - - 

Other long term liabilities - - - -10 


Shareholders’ loans - - - -180 

2 249 13 436 - -1 291 

The company’s financial instruments are set out below: 

30 June 2010 

Investment in subsidiaries - 496 281 - - 

Other receivables 5 532 - - - 


Trade and other receivables 873 - - - 


Shareholders’ loans - - - -1 154 

6 478 496 281 - -7 624 

30 June 2009 


a) Market risk 

i) Cash flow interest rate risk 

.The group’s cash flow interest rate risk arises predominantly from cash held for exploration purposes. The group earns 

interest on its cash at variable rates and is exposed to cash flow fluctuations because of market interest rate changes. 

The group has not hedged against interest rate fluctuations. As the group is currently in the exploration phase and is not 

trading, management considers market risk to be low. 

Sensitivity analysis 

.A change of 100 basis points in interest rates at the reporting date would have increased/(decreased) profit or loss 

before tax by the amounts shown below. This analysis assumes that all other variables remain constant. The analysis is 

performed on the same basis for 2009. 

Increase by 100 basis points 273 - 1 2 

.Decrease by 100 basis points -273 - -1 -2 

b) Liquidity risk 

The group’s liquidity risk arises mainly from trade and other payables. Liquidity risk is managed by the group by monitoring 

cash flow forecasts and ensuring that adequate cash is available to meet working capital and capital expenditure 

requirements when they arise. 

Cash for prospecting work on the Lesego Platinum Project is funded by the Industrial Development Corporation of South 

Africa (Ltd) (“IDC”), Surplus cash on the project is invested by the group at market-related returns and minimum risk 

while providing sufficient liquidity for the project’s cash requirements. 

Liquidity analysis 

Group 

30 June 2010 < 1 year (Current) 2-5 years > 5 years 

Other long term liabilities - - -10 

Trade and other payables -11 342 - - 

Shareholders’ loans -1 160 - - 

-12 502 - -10 

31 December 2009 

Other long term liabilities - - -10 


Shareholders’ loans -180 - - 

-1 281 - -10 

Company 

30 June 2010 


Shareholders’ loans -1 154 - - 

-7 624 - - 

30 June 2009 

Trade and other payables - - - 

Shareholders’ loans - - - 

- - - 

c) Credit risk 

Credit risk is the risk that a counterparty may not meet its obligation on a timely basis or at all. Potential concentrations of credit risk 

relate to trade and other receivables. Trade and other receivables comprise predominantly of Value Added Tax (VAT) refunds from the 

South African Revenue Services (SARS) and amounts due from related parties and are followed up when long outstanding. 



The group’s maximum exposure to credit risk is represented by the carrying amount of all financial assets determined to be exposed to 

credit risk, amounting to R 1,453,000 as at 30 June 2010 (2009: R0). 



53



d) Capital risk management 

The group’s objectives when managing capital are to safeguard the group’s ability to continue as a going concern in order to provide 

returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. 

In order to maintain or adjust the capital structure, the group may adjust the amount of dividends paid to shareholders, return capital 

to shareholders, issue new shares or sell assets to reduce debt. 

24 Contingencies and commitments 

At the meeting of the board of directors of the company held on 22 September 2009, the directors of the company agreed to defer 

payment of fees payable to the Chairman and non-executive directors (the “directors’ fee”) of the company for the years ended 30 June 

2009 and 30 June 2010. 

The following directors fees are payable for the year ended 30 June 2009: 

Chairman of 

Chairman 

transaction Transactions of audit Audit 

Chairman’s Directors’ committee’s committee committee’s committee 

fees fees fees fees fee fee Total 

Directors R ‘000 R ‘000 R ‘000 R ‘000 R ‘000 R ‘000 R ‘000 

MF Pleming (Chairman) 250 - - - - - 250 

F Dippenaar (non-executive) - 120 - - 60 - 180 

CS Halsey (executive) - 120 - - - 40 160 

D Ncube (executive) - 120 - - - - 120 

MJLG Rawstorne (non-executive) - 120 - - - 40 160 

ZB Swanepoel (executive) - 120 - - - - 120 

250 600 - - 60 80 990 

The following directors fees are payable for the year ended 30 June 2010: 

Chairman of 

Chairman of 

transaction Transactions audit Audit 

Chairman’s Directors’ committee’s committee committee’s committee 

fees fees fees fees fees fees Total 

Directors R ‘000 R ‘000 R ‘000 R ‘000 R ‘000 R ‘000 R ‘000 

MF Pleming (Chairman) 250 - - 40 - - 290 

F Dippenaar (non-executive) - 120 60 - 60 - 240 

CS Halsey (executive) - 120 - - - - 120 

D Ncube (executive) - 120 - - - - 120 

MJLG Rawstorne (non-executive) - 120 - 40 - 40 200 

ZB Swanepoel (executive) - 120 - - - - 120 

250 600 60 80 60 40 1 090 

Total due at 30 June 2010 500 1 200 60 80 120 120 2 080 

25 Related parties 

25.1 The following transaction have been identified as being transactions with related parties: 

To the Point Growth Specialists Investments 2 (Pty) Ltd * 

- Success Fee 5 018 - 5 018 - 

Umbono Financial Services 

- Management Fee 744 - - - 

- Capital Raising Fee 2 000 

Umbono Capital Partners (Pty) Ltd 

- Finance Costs 562 

5 762 - 5 018 - 

25.2 The following loans have been issued to/(received from) related parties: 

Umbono Financial Services (Pty) Ltd -667 - -661 - 

To The Point Growth Specialist (Pty) Ltd -493 - -493 - 

Umbono Minerals and Mining (Pty) Ltd - -180 5 532 - 

Sweet Sensations 79 (Pty) Ltd - 2 229 - - 

-1 160 2 049 4 378 - 

25.3 The following investments have been made in related parties: 

Lesego Platinum Mining Ltd - - 136 292 - 


Umbono Platinum Mining (Pty) Ltd - - 62 689 - 

Nebavest 69 (Pty) Ltd - - 135 389 - 

- - 496 281 - 

25.3 The following Trade and other payables balances is owed to related parties: 

Umbono Financial Services (Pty) Ltd 2 782 - - - 

* To the Point Growth Specialists Investments 2 (Pty) Ltd is a company controlled by Mr B Swanepoel and Mr C Halsey, both of 

whom are directors of Village Main Reef Gold Mining Company (1934) Ltd. The success fee due to To the Point Growth Specialists 

Investments 2 (Pty) Ltd, was settled by the issuance of 2,509,069 ordinary shares in Village Main Reef Gold Mining Company 

(1934) Ltd to To the Point Growth Specialists Investments 2 (Pty) Ltd. 

25.4 Ultimate parent 

Legally Village Main Reef Gold Mining Company (1934) Limited is considered to be the ultimate parent, however for financial 

reporting purposes, in terms of International Financial Reporting Standards, Lesego Platinum Mining Limited is considered to be 

the ultimate parent, due to the reverse asset acquisition, further detailed in note 3. 

The company cannot presently determine if and when the company will have sufficient cash resources to pay the above directors’ fees 

liability, and hence no provision for any liability that may result has been made in the financial statements. 

.Although the above disclosure includes fees due to executive directors, these directors were only appointed as executive directors on 

21 June 2010. The directors fees above, relate only to fees due to directors in their position as non-executive directors. 





55



25.5 Directorate 

The following changes occurred to the directorate of Village Main Reef Gold Mining Company (1934) Ltd, during the financial 

year: 

Name of Director Change in directorate Effective date Type of directorate 

R Pitchford New Appointment 21 June 2010 Chairman and independent non-executive director 

K McClain New Appointment 21 June 2010 Independent non-executive director 

D Noko New Appointment 21 June 2010 Independent non-executive director 

P Mbuyazi New Appointment 21 June 2010 Non-executive director 

K Scott New Appointment 21 June 2010 Non-executive director 

D Wrigley New Appointment 21 June 2010 Executive director - Chief Operating Officer 

M Pleming Resignation 21 June 2010 - 

G Rawstorne Resignation 21 June 2010 - 

27 Subsequent events 

.Village Main Reef Gold Mining Company (1934) Ltd had entered into a binding agreement on 7 October 2010, subject to certain 

conditions precedent, to purchase 74% of Consolidated Murchison Mine (CMM), a 1.3 million ounce equivalent gold deposit, which 

produces both gold and antimony, from To The Point Growth Specialists (Pty) Ltd for R 30 million. The remaining 26% of the issued 

share capital of CMM is held by a BBBEE staff trust for existing CMM employees. 

.Village Main Reef Gold Mining Company (1934) Ltd will also acquire from To The Point Growth Specialists (Pty) Ltd, a Mine Management 

Agreement for an additional consideration of R 10 million. Village Main Reef Gold Mining Company (1934) Ltd will consequently be 

appointed to manage the mine for which CMM will pay the company a monthly fee of R 605,000. 

.The abovementioned transaction does not have an effect on the consolidated financial statements of Village Main Reef Gold Mining 

Company (1934) Ltd for the year ended 30 June 2010. 

In addition, the following non-executive directors were appointed into Executive Director roles on 21 June 2010 

Name of Director 

B Swanepoel 

D Ncube 

C Halsey 

Type of directorate 


Executive Director - Projects 

Chief Financial Officer 

26 Subsidiaries 

.The following entities are subsidiaries of Village Main Reef Gold Mining Company (1934) Ltd: 

.Subsidiary Percentage Shareholding Acquired Effective Shareholding 

Village Main Reef Nature Conservation Trust 100% 100% 

.Lesego Platinum Mining Limited 26.70% 93.90% 

.Sweet Sensation 79 (Proprietary) Limited 0% 97.20% 

.Umbono Minerals and Mining (Proprietary) Limited 100% 100% 

.Umbono Platinum Mining (Proprietary) Limited 22.20% 100% 

.Nebavest 69 (Proprietary) Ltd 100% 100% 

.Khumo Mining and Investments (Proprietary) Limited 100% 100% 





57

ANALYSIS OF SHAREHOLDERS 

ARTICLES OF ASSOCIATION 


SHAREHOLDER INFORMATION AS AT 30 JUNE 2010 

NO. OF % OF TOTAL NO. OF % OF TOTAL 

HOLDERS SHARE SHARES ISSUED 

HOLDERS 

SHARE CAPITAL 

1) ANALYSIS OF SHAREHOLDINGS 

1 306 84.86% 372 389 0.14% 

135 8.77% 354 613 0.14% 

39 2.53% 315 400 0.12% 

44 2.86% 1 018 341 0.39% 

1 0.06% 54 954 0.02% 

14 0.91% 258 278 764 99.19% 

TOTALS 1 539 100.00% 260 394 461 100.00% 

FORM CM 44A 

These are the new Articles of Association 

of the Company which have been 

adopted by way of a special resolution 

at the Annual General Meeting 

of the Company held on 9 December 2010. 

2) MAJOR SHAREHOLDERS 

(5% AND MORE OF THE SHARES IN ISSUE) 

UMBONO FINANCIAL SERVICES 121 135 198 46.52% 

MINEX PROJECTS PTY LTD 68 146 118 26.17% 

SUN PLATINUM HOLDINGS LIMITED 23 748 837 9.12% 

THE NCHOLO TRUST 17 425 539 6.69% 

_______________________________ 

CHAIRMAN 

3) SHAREHOLDER SPREAD 

NON-PUBLIC: 2 0.13% 189 281 316 72.69% 

DIRECTORS Please refer to Directors Report page 24 

HOLDINGS 10%+ 2 0.13% 189 281 316 72.69% 

PUBLIC 1 537 99.87% 71 113 145 27.31% 

TOTALS 1 539 100.00% 260 394 461 100.00% 

4) DISTRIBUTION OF SHAREHOLDERS 

1.1.1.1 

REPUBLIC OF SOUTH AFRICA 

COMPANIES ACT, NO. 61 OF 1973 

ARTICLES OF ASSOCIATION OF A COMPANY 

HAVING A SHARE CAPITAL NOT ADOPTING SCHEDULE 1 

CORPORATE 51 3.31% 237 077 963 91.05% 

NOMINEES/TRUST/TRUSTEES 21 1.36% 17 500 216 6.72% 

INDIVIDUALS 1 467 95.32% 5 816 282 2.23% 

TOTALS 1 539 100.00% 260 394 461 100.00% 


REGISTRATION NO OF COMPANY 

1934/005703/06 

A 

B 

The Articles of Table A or Table B contained in Schedule 1 to the Companies Act 1973, shall not apply to the Company. 

The Articles of the Company are as follows: 





59


CONTENTS 

PART I - INTRODUCTION 

62 | 1 INTERPRETATION 

64 | 2 BUSINESS 

PART II - SHARES AND MEMBERS 

64 | 3 SHARES AND DEBENTURES 

65 | 4 REDEEMABLE PREFERENCE SHARES 

65 | 5 PAYMENT OF COMMISSION 

65 | 6 INTEREST 

65 | 7 CERTIFICATES 

67 | 8 LIENS 

67 | 9 REGISTER OF MEMBERS 

67 | 10 TRANSFER OF SHARES 

68 | 11 TRANSMISSION OF SHARES 

69 | 12 SHARE WARRANTS 

70 | 13 CONVERSION OF SHARES INTO STOCK 

70 | 14 INCREASE OF CAPITAL 

71 | 15 CONSOLIDATION, SUBDIVISION AND CONVERSION OF CAPITAL 

71 | 16 REDUCTION OF CAPITAL 

72 | 17 MODIFICATION OF RIGHTS 

72 | 18 DISCLOSURE OF BENEFICIAL INTEREST 

PART III – UNCERTIFICATED SECURITIES 

73 | 19 DEMATERIALISATION 

73 | 20 SUB-REGISTER 

73 | 21 TRANSFER OF UNCERTIFICATED SECURITIES 

74 | 22 STATEMENTS 

74 | 23 WITHDRAWAL OF UNCERTIFICATED SECURITIES 

| PART IV - MEETINGS OF MEMBERS 

74 | 24 GENERAL MEETINGS 

75 | 25 NOTICE OF GENERAL MEETINGS 

75 | 26 PROCEEDINGS AT GENERAL MEETINGS 

76 | 27 VOTES OF MEMBERS 

78 | 28 GENERAL MEETINGS BY ELECTRONIC COMMUNICATION 

78 | 29 PROXIES5 

PART V - DIRECTORS 

81 | 30 COMPOSITION 

84 | 31 ALTERNATE DIRECTORS 

84 | 32 RETIREMENT OF DIRECTORS 

85 | 33 POWERS OF DIRECTORS 

86 | 34 BORROWING POWERS 

87 | 35 LOCAL BOARDS, AGENTS AND COMMITTEES OF THE BOARD 

87 | 36 DUTIES OF DIRECTORS TO KEEP MINUTES 

88 | 37 EXECUTIVE DIRECTORS 

88 | 38 PROCEEDINGS OF DIRECTORS AND COMMITTEES 

89 | 39 INDEMNITY 

PART VI - PROFIT 

90 | 40 DIVIDENDS 

92 | 41 PAYMENTS TO MEMBERS 

92 | 42 RESERVES 

92 | 43 CAPITALISATION 

92 | 44 DIRECTORS’ POWERS ON CAPITALISATION OR DISTRIBUTION 

93 | 45 PRE-ACQUISITION PROFITS 

PART VII - FINANCIAL REPORTING 

93 | 46 ACCOUNTING RECORDS 

93 | 47 AUDITORS 

93 | 48 SUBSIDIARY COMPANIES 

PART VIII - ADMINISTRATION 

94 | 49 SECRETARY 

94 | 50 SEAL 

94 | 51 AUTHENTICATION OF DOCUMENTS 

995 | 52 NOTICES 

96 | 53 ELECTRONIC MEDIA 

PART IX - DISSOLUTION 

96 | 54 WINDING-UP 





61

PART I - INTRODUCTION 

1 INTERPRETATION 

1.1 In these Articles, unless inconsistent with or 

otherwise indicated by the context - 

1.1.1 “Address” means a registered address or a 

temporary address, expressly elected and/or 

nominated by a Member, made available by 

technology or otherwise and accepted by the 

Directors and the law of South Africa; 

1.1.2 “Articles” means these articles of association 

as now framed or as from time to time amended 

by special resolution; 

1.1.3 “Business Day” will be any day other than a 

Saturday, Sunday or public holiday as gazetted 

by the government of South Africa from time to 

time; 

1.1.4 “Certificated Securities” means Securities 

issued by the Company that are not 

Uncertificated Securities; 

1.1.5 “Central Securities Depositary” means a 

Central Securities Depositary as defined in 

section 1 of the Securities Services Act; 

1.1.6 “Companies Act” means the Companies Act, 

No 61 of 1973, including any amendment, 

consolidation or re-enactment thereof; 

1.1.7 “Company” means Village Main Reef Gold 

Mining Company (1934) Limited, registration 

number 1934/005703/07, a public company 

with limited liability duly incorporated in South 

Africa; 

1.1.8 “Debenture” means the debentures, 

debentures stock, debentures bonds, loan 

stock, notes and other Securities from time to 

time of the Company; 

1.1.9 “Directors” means the directors for the time 

being of the Company and the alternate 

directors thereof or, as the case may be, the 

directors in a Meeting of directors at which a 

quorum is present; 

1.1.10 “New Companies Act Effective Date” means 

the date on which the New Companies Act 

comes into operation, as contemplated in 

section 225 of the New Companies Act; 

1.1.11 “Electronic” or “Electronic Communication” 

or “Electronic Notice” means any form of 

electronic transmission, approved by the 

Directors, utilised to issue, present, deliver, 

serve and record inter alia circulars, statutory 

notices, financial statements, auditors’ 

reports, notifications, proxy forms and other 

documentation or information pertaining to the 

Company as contemplated in section 1 of the 

Electronic Communications and Transactions 

Act, No 25 of 2002; 

1.1.12 “Form” means any form approved by the 

Directors and including, but not limited to, 

hypertext, Electronic data interchange and the 

use of images and/or sound; 

1.1.13 “Gazette” means the Government Gazette of 

South Africa; 

1.1.14 “General Meeting” means an annual general 

meeting or a general meeting of the Company; 

1.1.15 “in writing” means written or reproduced 

by any substitute for writing or partly written 

and partly so reproduced and including 

printing, typewriting or lithography or any other 

mechanical or Electronic process, or partly one 

and partly another; 

1.1.16 “JSE” means the exchange, licensed 

under the Security Services Act, operated 

by the JSE Limited (Registration number 

2005/022939/06), a public company duly 

incorporated in South Africa; 

1.1.17 “JSE Listings Requirements” means the 

Listings Requirements of the JSE; 

1.1.18 “Legal Incapacity” means infancy or 

minority, or placing under curatorship by 

reason of insanity or prodigality, or death, 

or sequestration or judicial management or 

liquidation, or any other reason which, in the 

opinion of the Directors, deprives a Member of 

his legal capacity to act; 

1.1.19 “Meeting” includes a General Meeting and an 

adjourned meeting; 

1.1.20 “Member” means the Registered Holder 

of a Share in the Company, whether his 

shareholding is evidenced by a certificate or 

not; 

1.1.21 “Memorandum” means the memorandum of 

association of the Company as now framed 

or as from time to time amended by special 

resolution; 

1.1.22 “Month” means calendar month, viz. January, 

February, etc.; 

1.1.23 “New Companies Act” means the Companies 

Act, No. 71 of 2008, including any amendment, 

consolidation or re-enactment thereof; 

1.1.24 “the Office” means the registered office of the 

Company; 

1.1.25 “Participant” means a depository institution 

accepted by a central Securities depository as 

a Participant in terms of the provisions of the 

Securities Services Act; 

1.1.26 “Registered Holder” means a registered 

Member of the Company whose name is 

registered in the Register of Members, whether 

by the Company or a Participant; 

1.1.27 “Register of Certificated Securities” 

means the record of Certificated Securities 

administered and maintained at the Transfer 

Office, which forms part of the Company’s 

Register of Members and shall include any 

branch register kept by the Company pursuant 

to the Articles; 

1.1.28 “Register of Members” means the Register 

of Members kept by the Company including 

any Sub-register kept by a Participant, and any 

branch register (if any); 

1.1.29 “Seal” means the seal, if any, of the Company; 

1.1.30 “Securities Services Act” means the Securities 

Services Act, 36 of 2004, including any 

amendment, consolidation or re-enactment 

thereof; 

1.1.31 “Secretary” means the secretary of the 

Company for the time being, or any person duly 

authorised to represent a juristic person which 

is the secretary of the Company; 

1.1.32 “Securities” means securities as defined in 

section 1 of the Securities Services Act; 

1.1.33 “SENS” means the Securities Exchange News 

Service established and operated by the 

Listings Division of the JSE provided that, in 

the event that the Shares or other Securities 

of the Company are not listed on the JSE, all 

the provisions of the Articles relating to the 

publication of notices via SENS shall no longer 

apply and such notices shall thereafter only be 

published in accordance with the provisions of 

the Companies Act; 

1.1.34 “Share” includes ordinary and preference 

shares, stock, options, or any rights to or 

interests in Shares; 

1.1.35 “sign” includes the reproduction of a signature 

by printing, typewriting or lithography, or any 

kind of stamp or any other mechanical or 

Electronic process, and “signature” has a 

corresponding meaning; 

1.1.36 “South Africa” means the Republic of South 

Africa or the territory comprised therein from 

time to time; 

1.1.37 “Sub-register” means the record of 

Uncertificated Securities administered and 

maintained by a Participant, which forms part 

of the Company’s register of Members in terms 

of the Companies Act; 

1.1.38 “Transfer Office” means an office which is 

intended for receiving and registration of 

transfers of Shares, Debentures and other 

Securities issued by the Company; 

1.1.39 “Uncertificated Securities” means Securities 

in the Company which are by virtue of section 

91A of the Companies Act transferable without 

a written instrument of transfer and are not 





63

evidenced by a certificate; and 

1.1.40 “Year” means the financial year of the 

Company. 

1.2 Where any article contained in these Articles is not 

expressly or impliedly amended by Part III of the 

Articles, the provisions of the Articles shall apply to 

Uncertificated Securities in the same manner as it 

applies to Certificated Securities. 

1.3 Any reference in these Articles to – 

1.3.1 the singular includes the plural and vice versa; 

1.3.2 a gender includes the other genders; 

1.3.3 natural persons includes firms and corporate 

bodies and vice versa; and 

1.3.4 a dividend shall not unless otherwise resolved 

by the Company in General Meeting, include 

any amount capitalised under article 43. 

1.4 Reference to any provision of the Companies Act 

shall include such provision as may be modified or 

re-enacted from time to time. 

1.5 Subject to article 1.1, any words or expressions 

defined in the Companies Act shall, unless the 

context otherwise requires, bear the same meaning 

in these Articles. 

1.6 The headings contained in these Articles are 

intended for reference purposes only and shall not 

be taken into account in the interpretation thereof. 

2 BUSINESS 

.The Directors may, as they deem fit, undertake or 

discontinue, whether wholly or in part and whether 

temporarily or permanently, any business or branch of 

any business which the Company is not expressly or 

impliedly or by law prohibited to undertake. 

PART II - SHARES AND MEMBERS 

3 SHARES AND DEBENTURES 

3.1 Subject to what may be authorised by the Companies 

Act or by the Company in General Meeting and the JSE 

Listings Requirements, any new Shares which may 

be issued shall first be offered to existing Members 

in proportion to their shareholdings, unless such 

new Shares are issued for the acquisition of assets 

by the Company. 

3.2 Notwithstanding article 3.1, where the Company in 

General Meeting has granted a general authority to 

the Directors or where the Directors otherwise have 

such authority, the Directors may in their discretion 

allot, grant options over or otherwise deal with or 

dispose of any unissued Shares to such persons at 

such times and on such terms and conditions and 

for such consideration, whether payable in cash or 

otherwise, as the Directors may think fit, provided 

that the JSE Listings Requirements have been 

complied with. 

3.3 Subject to the provisions, if any, of the Memorandum 

and the Companies Act, and without prejudice to any 

special rights previously conferred on the holders of 

existing Shares, any Share may be issued with 

3.3.1 such preferred, deferred or other special rights 

or subject to such restrictions, whether in 

regard to dividend, return of share capital or 

otherwise; 

3.3.2 a par value different to the par value of Shares 

already in issue; 

3.3.3 such limited or suspended rights to voting, as 

the Company may from time to time determine. 

3.4 The Company may direct that Shares may be issued 

by the Directors on such terms and conditions, and 

with such rights, privileges or restrictions attached 

thereto as the Directors may determine, save that 

the Directors may not impose any restrictions which 

are contrary to the JSE Listings Requirements and/ 

or the Companies Act. 

3.5 No further Shares ranking in priority to or pari passu 

with existing preference Shares of any class shall 

be created or issued without the consent in writing 

of the holders of 75% (seventy five percent) of the 

existing preference Shares of such class, or the 

sanction of a resolution of the holders of such class 

of preference Shares passed at a separate General 

Meeting of such holders, at which preference 

shareholders holding in aggregate not less than 

25% (twenty five percent) of the total votes of all the 

preference shareholders holding Shares in that class 

entitled to vote at the Meeting, are present in person 

or by proxy, and the resolution has been passed by 

not less that 75% (seventy five percent) of the total 

votes to which the Members of that class, present in 

person or by proxy, are entitled. 

3.6 Except where otherwise determined by law or herein, 

the Company shall – 

3.6.1 be entitled to treat the Registered Holder of any 

Share as the absolute owner thereof, so that no 

person need to be recognised by the Company 

as holding any Share upon any trust; 

3.6.2 not be compelled in any way to recognise (even 

when having had notice thereof) any equitable, 

contingent, future or partial interest in any 

Share or any part of a Share or any other rights 

in respect of any Share except the rights of the 

Registered Holder thereof. 

3.7 The Directors may create and issue secured or 

unsecured Debentures as contemplated in article 

34.1. 

3.8 The Debentures may, subject to the Companies Act, 

be issued at a discount or at a premium to their 

nominal value. 

4 REDEEMABLE PREFERENCE SHARES 

The Company may from time to time - 

4.1 issue preference Shares which are or at the option of 

the Company are liable to be redeemed; or 

4.2 by special resolution convert any of its Shares 

whether issued or not, into redeemable preference 

Shares. 

5 PAYMENT OF COMMISSION 

5.1 The Company may pay a commission at a rate not 

exceeding 10% (ten percent) of the issue price 

of a Share to any person in consideration of his 

subscribing or agreeing to subscribe, whether 

absolutely or conditionally, for any Shares of the 

Company or for procuring or agreeing to procure, 

whether absolutely or conditionally, subscriptions for 

any Shares of the Company. 

5.2 Commission may be paid out of capital or profits, 

whether current or accumulated, or partly out of the 

one and partly out of the other. 

5.3 Such commission may be paid in cash or, if 

authorised by the Company in General Meeting, by 

the allotment of fully or partly paid-up Shares, or 

partly in one way and partly in the other. 

5.4 The Company may, on any issue of Shares, pay such 

brokerage as may be lawful. 

6 INTEREST 

The Company may, subject to the provisions of the 

Companies Act, from time to time pay interest on the 

share capital of the Company. 

7 CERTIFICATES 

7.1 The certificates of title to Shares or Debentures 

other than Uncertificated Securities of the Company 

shall, subject to section 94 of the Companies Act, - 

7.1.1 be issued under the authority of the Directors (or 

of a local board or local committee authorised 

thereto by the Directors) in such manner and 

Form as the Directors may from time to time 

prescribe; 

7.1.2 bear the signatures of 2 (two) Directors of 

the Company or of 1 (one) Director and the 

Secretary, duly authorised thereto by the 

Directors. Any such signature may be affixed 

to or placed on the certificate by autographic, 

mechanical or Electronic means; 

7.1.3 specify the Shares of the Company held by any 

Member, and 





65

7.1.4 be prima facie evidence of the title of the 

Member to such Shares. 

7.2 If any Shares are numbered, all such Shares shall 

be numbered in numerical progression, beginning 

with the number 1 (one), and each Share shall be 

distinguished by its appropriate number. 

7.3 If any Shares are not numbered, all Share certificates 

in respect of such Shares shall be numbered in 

numerical progression, and each Share certificate 

shall be distinguished by its appropriate number 

and by such endorsement as may be required by the 

Companies Act. 

7.4 Every person whose name is entered as a Member in 

the register of Certificated Securities shall, subject to 

article 10, be entitled to receive 

7.4.1 without request or payment, 1 (one) certificate 

for all his Shares of any 1 (one) class; or 

7.4.2 on request, and subject to the discretion of the 

Secretary, several certificates, each for 1 (one) 

or more of his Shares of such class, against 

payment of such fee as the Secretary may 

prescribe from time to time. 

7.5 A Member who has transferred some of his Shares, 

other than Uncertificated Securities, shall be entitled 

to receive a certificate for the balance of his Shares. 

7.6 Notwithstanding anything to the contrary herein 

contained 

7.6 1 where Shares are registered in the names of 2 

(two) or more persons, they shall be treated as 

1 (one) Member for the purposes of this article; 

and 

7.6.2 if any Shares are applied for and allotted on the 

basis that when issued such Shares shall be 

converted into stock, no certificate in respect 

of such Shares shall be issued, but stock 

certificates only shall be issued in respect of 

such stock. 

7.7 If a Share certificate is defaced, lost or destroyed, it 

may be replaced - 

7.7.1 by the Company; and 

7.7.2 in case of defacement, on delivery of the old 

certificate to the Company, 

against payment of such amount and on such 

conditions as the Directors may determine from time 

to time. 

7.8 The Directors may, as they deem fit, determine 

such terms (if any) as to evidence and indemnity 

and payment of the out-of-pocket expenses of the 

Company of investigating such evidence and, in the 

case of loss or destruction, of advertising the same. 

7.9 The certificates for Shares registered in the names 

of 2 (two) or more persons shall be delivered to the 

person first named in the register of Certificated 

Securities in respect thereof, or to his authorised 

agent, and such delivery shall be a sufficient delivery 

to all joint holders of the Share. 

7.10 In the case of the Legal Incapacity of any 1 (one) or 

more of the joint holders of any certificated Shares, 

the then first named in the register of Certificated 

Securities who is not subject to any Legal Incapacity 

shall be the only person recognised by the Company 

as being entitled to such certificate, or any new 

certificate which may be issued in place thereof. 

7.11 No mechanical signatures will be affixed to 

certificates issued in respect of the Shares or 

Securities of the Company unless the following 

conditions are complied with – 

7.11.1 the means of affixing such signatures shall be 

by manual or facsimile signatures of 1 (one) or 

more Directors; and 

7.11.2 suitable blocks of dies bearing, respectively, 

the facsimile signatures of the relevant 

directors and, of the Secretary or transfer 

secretary, shall be procured at the cost of the 

Company and kept respectively in the custody 

or under the control of the persons whose 

signatures they bear, or their duly authorised 

representatives, and in whose presence and 

by whose authority alone they shall be used. 

Each of such persons shall on each occasion 

on which such authority is given by him, record 

in a register to be maintained for this purpose 

by the Secretary, the granting of such authority, 

its purpose and extent. 

8 LIENS 

For the avoidance of doubt, fully paid Shares shall not 

be subject to any lien in favour of the Company and 

shall be freely transferable, provided that the Directors 

may decline to register any proposed transfer of Shares 

if the transfer is to a minor or a person of unsound 

mind. 

9 REGISTER OF MEMBERS 

9.1 The Company shall keep a Register of Members and 

procure that the Participant(s) keep a Sub-register of 

Members at the place(s) and in the manner specified 

in the Companies Act. 

9.2 The Company may also keep a branch register in any 

foreign country. 

9.3 The Directors may make and vary such regulations 

as they deem fit in regard to the keeping of any such 

branch register(s). 

9.4 The Company shall, where applicable, keep an 

index of the names of the Members in the manner 

specified in the Companies Act. 

10 TRANSFER OF SHARES 

10.1 The provisions of this article 10 shall in respect of 

Uncertificated Securities, be subject to the provisions 

of articles 20 and 21. 

10.2 The transfer books and Register of Members (or 

any part thereof relating to holders of any class of 

Shares) may, in the discretion of the Directors 

10.2.1 upon notice being given by advertisement in 

the Gazette and a newspaper circulating in the 

district in which the Office is situate; or 

10.2.2 in the case of any branch register, upon notice 

being given in the manner required by the 

Companies Act, 

be closed during such time as the Directors may 

think fit, not exceeding in the aggregate 60 (sixty) 

days in any Year. 

10.3 The Company in General Meeting may place 

reasonable restrictions on the inspection of the 

Register of Members, but so that the Register of 

Members shall lie open for not less than 2 (two) 

hours in each day, except where it has been closed 

in terms of article 10.2. 

10.4 Transfer offices shall be maintained at such place or 

places, whether in South Africa or elsewhere, as the 

Directors may from time to time prescribe. 

10.5 The Directors may appoint local committees (to be 

designated registrars, transfer agents or by such 

other title as the Directors may think fit), whether in 

South Africa or elsewhere, consisting of two or more 

natural persons or of a corporate body to whom the 

Directors may delegate all or any of their powers, 

authorities and discretions with regard to 

10.5.1 the registration of transfers and the keeping 

of registers and other records required by the 

Companies Act to be kept at the Office; 

10.5.2 the issue of certificates in respect of Shares, 

Debentures or other Securities of the Company. 

10.6 The Directors may appoint a person as Secretary 

of such local committee or authorise such local 

committee to appoint a person to be its Secretary. 

10.7 Subject to any law relating to stamp duty, estate duty 

or other taxes, or to any other statutory restrictions 

on transfer and to the provisions of the Articles, any 

Member may transfer all or any of his Shares. 

10.8 Every transfer must be in writing in the common form 

or in such other Form as the Directors may approve. 

10.9 Every instrument of transfer shall be left at the 

Transfer Office of the Company at which it is 

presented for registration accompanied by the 

certificate of the Shares transferred and/or such 

other evidence as the Company may require to prove 

the title of the transferor or his rights to transfer 

the Shares. All authorities to sign transfer deeds 

granted by Members for the purpose of transferring 

Shares, which may be lodged, produced or exhibited 

with or to the Company at any of its proper offices 

shall, as between the Company and the grantor of 





67

such authorities be taken and deemed to continue 

and remain in full force and effect and the Directors 

may allow the same to be acted upon until such 

time as express notice in writing of the revocation 

of the same shall have been given and lodged at the 

Company’s Transfer Offices at which the authority 

was lodged, produced or exhibited. Even after the 

giving and lodging of such notice, the Company shall 

be entitled to give effect to any instrument signed 

under the authority to sign and certified by any 

officer of the Company as being in order before the 

giving and lodging of such notices. 

10.10 Subject to the provisions of the Companies Act 

and any law relating to stamp duty or other taxes, 

the instrument of transfer of any Share, if it is a 

security in terms of the Companies Act, other than 

an Uncertificated Security, shall be executed by or on 

behalf of the transferor and, if it is not a security or 

an Uncertificated Security in terms of the Companies 

Act, by the transferor and the transferee. 

10.11 The transferor shall be deemed to remain the holder 

of the Share until the transferee is entered in the 

register as the holder thereof. 

10.12 All instruments of transfer, when registered, shall 

either be retained by the Company or disposed of in 

such manner as the Directors shall from time to time 

decide. 

10.13 Any instrument of transfer which the Directors may 

decline to register shall (unless the Directors shall 

resolve otherwise) be returned on demand to the 

person who lodged it. 

10.14 The Directors may decline to register any transfer 

where 

10.14.1 the instrument of transfer has not been duly 

stamped and lodged with the Company; 

10.14.2 the provisions of any law affecting transfer have 

not been complied with; and 

10.14.3 the instrument of transfer is not in respect of 

only 1 (one) class of Share. 

10.15 If the Directors refuse to register a transfer, a notice 

of the refusal shall, within 30 (thirty) days after the 

date on which the instrument of transfer was lodged, 

be sent to the transferee and transferor. 

10.16 All powers of attorney or other authorities granted by 

Members for the purpose of transferring or accepting 

the transfer of Shares, which may be lodged, 

produced or exhibited with or to the Company at the 

place where the register of transfers relating to such 

Shares is kept, shall, as between the Company and 

the grantor of such powers or other authorities, be 

taken and deemed to continue and remain in full 

force and effect, and the Company may allow the 

same to be acted upon until such time as express 

notice in writing of the revocation of the same shall 

have been given and lodged at the place aforesaid. 

10.17 Even after the giving and lodging of such notice, 

the Company shall be entitled to give effect to any 

instrument signed under the power of attorney and 

certified by any officer of the Company as being valid 

before such notice was given and so lodged. 

10.18 The Company shall not be bound to allow an agent to 

act for a Member or intending transferee of Shares 

unless the original or a certified copy of such agent’s 

authority is produced and filed with the Company. 

10.19 Nothing contained in the Articles shall preclude the 

Company from recognising a renunciation of the 

allotment of any Share by the allottee in favour of 

some other person. 

11 TRANSMISSION OF SHARES 

11.1 Subject to any law relating to securities transfer tax, 

stamp duty, estate duty or other taxes, the executor 

or administrator of a deceased Member (not being 

1 (one) of several joint holders) shall be the only 

person recognised by the Company as having any 

right to a Share registered in the name of such 

deceased Member. 

11.2 In the case of the death of any 1 (one) or more 

of the joint holders of any Share, the survivor or 

survivors, or if the joint holders died simultaneously, 

the executor of any holder registered in the register, 

shall be the only person or persons recognised by 

the Company as having any title to or interest in such 

Share. 

11.3 Any person becoming entitled to a Share in 

consequence of the Legal Incapacity of a Member, 

or by any lawful means otherwise than by transfer in 

accordance with the Articles 

11.3.1 may, on production of such evidence of his right, 

with the consent of the Directors (which they 

shall not be obliged to give) either be registered 

himself as a Member in respect of such Shares 

or elect to have some person nominated by him 

registered as the transferee thereof; 

11.3.2 shall be entitled to the same dividends and 

other advantages to which he would be entitled 

if he were the Registered Holder of the Share, 

except that he shall not be entitled in respect 

thereof to exercise any right conferred by 

membership in relation to meetings of the 

Company until he has been registered as a 

Member in respect of the Share. 

11.4 If the person so becoming entitled elects to 

11.4.1 be registered as a Member himself, he shall 

notify the Company accordingly in writing; 

11.4.2 have his nominee registered as a Member, he 

shall testify his election by executing a transfer 

form of such Share, if applicable, in favour of 

his nominee. 

11.5 All the limitations, restrictions and provisions of 

the Articles relating to the right to transfer and the 

registration of Shares, shall be applicable to any 

such notice of transfer or registration under this 

article as if the Legal Incapacity or other means 

had not occurred and the notice or transfer was a 

transfer executed. 

11.6 A person who submits proof of his appointment 

as the executor, administrator, trustee, curator or 

guardian in respect of the estate of a deceased 

Member of the Company or the estate of a Member 

whose estate has been sequestrated, or who is 

otherwise under a disability, shall be entered in the 

Register of Members of the Company nomine officii, 

and shall thereafter for all purposes be deemed to 

be a Member of the Company. 

11.7 A failure by an executor, administrator, trustee, 

curator or guardian in respect of the estate of a 

deceased Member of the Company, or the estate 

of a Member whose estate has been sequestrated, 

or who is otherwise under a disability, shall not 

amount to a forfeiture of the Member’s Shares in 

the Company, where the executor, administrator, 

trustee, curator or guardian, as the case may be, 

fails to register the Member’s Share in his own name 

or the name of the heir(s) or legatees of the Member, 

when called upon to do so by the Directors. 

12 SHARE WARRANTS 

12.1 Subject to the provisions of the Companies Act 

and any other provisions of the Articles and of the 

Memorandum, the Company may issue Share 

warrants. 

12.2 For the purpose referred to in article 12.1, the 

Directors, or any authorised local board or committee 

appointed by them, may 

12.2.1 issue warrants in respect of fully paid up 

Shares, other than Uncertificated Securities, 

stating that the bearer is entitled to the Shares 

therein specified; 

12.2.2 provide for the payment, by coupons or 

otherwise, of future dividends on the Shares 

included in such warrants. 

12.3 The Directors may determine and from time to time 

vary 

12.3.1 the Form, language and conditions upon which 

the warrants shall be issued; 

12.3.2 the conditions upon which 

12.3.2.1 the bearer of a warrant shall be entitled 

to attend and vote at General Meetings; 

12.3.2.2 a warrant may be surrendered; 

12.3.2.3 the name of the holder may be entered in 

the Register of Members in respect of the 

Shares or stock specified therein. 

12.4 Subject to the provisions of the Articles, the bearer 





69

of a warrant shall be a full Member of the Company. 

12.5 The holder of a warrant shall be subject to the 

provisions from time to time in force relating thereto, 

whether made before or after the issue of such 

warrant. 

12.6 The Directors may, on such terms and conditions 

as they think fit, authorise the issue of a new 

warrant or coupon in substitution for one which 

has been destroyed or lost, provided that suitable 

documentation evidencing ownership is provided to 

the satisfaction of the Directors, but not otherwise. 

12.7 Notwithstanding the provisions contained in 

these Articles with reference to the issue of Share 

warrants, the Company is prohibited from issuing 

Share warrants unless and until the objects of the 

Company are altered to permit the issue of Share 

warrants. 

13 CONVERSION OF SHARES INTO STOCK 

13.1 The Company may from time to time by special 

resolution 

13.1.1 convert Shares into stock; 

13.1.2 reconvert any stock into Shares of any 

denomination, 

but no such conversion shall affect or prejudice any 

right or privilege attached to those Shares or stock. 

13.2 The holders of stock may transfer their respective 

interest therein, or any part of such interest, in such 

manner as the Directors or the Company in General 

Meeting shall direct, but in default of any such 

directive, then in the same manner as and subject 

to the same terms applicable to the transfer of fully 

paid-up Shares. 

13.3 The Directors may from time to time, as they deem 

fit, fix the minimum amount of stock transferable, 

which shall not exceed the nominal amount of the 

Shares from which the stock arose, and direct that 

fractions of such minimum shall not be dealt with, 

but with authority, nevertheless, to waive such rules 

in any particular case. 

13.4 The holders of stock shall, according to the amount 

of the stock held by them, have the same rights, 

privileges and advantages as regards participation 

in profits, voting at General Meetings of the Company 

and other matters as if they held the Shares from 

which the stock arose, but no such privileges or 

advantage (except participation in the Dividends and 

profits of the Company) shall be conferred by any 

such part of stock as would not, if existing in Shares, 

have conferred that privilege or advantage. 

13.5 All the provisions of the Articles applicable to Shares 

(other than those relating to Share warrants and 

Uncertificated Securities) shall apply to stock. 

14 INCREASE OF CAPITAL 


resolution increase its capital by such sum divided 

into Shares of such amounts or where applicable 

may increase the number of its Shares of no par 

value to such number as the special resolution shall 

prescribe, provided that after the New Companies 

Act Effective Date, no further par value Shares may 

be created in the authorised Share capital of the 

Company. 

14.2 The Company may increase its share capital 

constituted by Shares of no par value by transferring 

reserves or profits to the stated capital account, with 

or without a distribution of Shares. 

14.3 Subject to any conditions of the creation or issue 

thereof, or of these Articles, new Shares shall 

be subject to the same provisions as to transfer, 

transmission and otherwise as the Shares in the 

original capital. 

15 CONSOLIDATION, SUBDIVISION AND CONVERSION 

OF CAPITAL 


resolution 

15.1.1 consolidate and divide all or any of its Share 

capital into Shares of a larger amount than its 

existing Shares or consolidate and reduce the 

number of the issued Shares of no par value; 

15.1.2 increase the number of its issued no par value 

Shares without an increase of its stated capital; 

15.1.3 subdivide its existing Shares or any of them 

into Shares of a smaller amount than is fixed 

by the Memorandum provided that, subject 

to the provisions of the Companies Act, the 

resolution whereby any Share is subdivided 

may determine that as between the holders 

of the Shares resulting from such subdivision, 

1 (one) or more of the Shares may have any 

such preferred or other special rights, or may 

have such qualified or deferred rights or may be 

subject to such restriction as the Company may 

attach to unissued or to new Shares; 

15.1.4 convert all of its ordinary or preference Share 

capital consisting of Shares having a par value 

into stated capital constituted by Shares of no 

par value; 

15.1.5 prior to the New Companies Act Effective Date, 

convert its stated capital constituted either by 

ordinary or preference Shares of no par value 

into Share capital consisting of Shares having 

a par value; 

15.1.6 convert any of its Shares, whether issued or 

not, into Shares of another class; 

15.1.7 amend any rights attaching to any Shares, 

whether issued or not, subject, in the case of 

any Shares which have been issued, to the 

consent required from the holders of that class 

of Shares; 

15.1.8 cancel any Shares. 

15.2 Anything done in pursuance of the preceding article 

shall be done subject to 

15.2.1 the provisions of the Companies Act; and/or 

15.2.2 the terms of the special resolution authorising 

the same; and/or 

15.2.3 insofar as articles 15.2.1 or 15.2.2 is not 

applicable, such manner as the Directors may 

direct. 

15.3 When, as the result of any consolidation a fraction of 

a Share is created, the Directors 

15.3.1 may arrange for the consolidation of that Share 

or fraction with any other Share or fraction, or 

for the allotment or sale thereof; 

15.3.2 may appoint a person to sell and transfer it; 

15.3.3 shall pay the proceeds of such sale to the 

holders of the consolidated Share pro rata to 

their shareholding. 

15.4 When a fraction is sold in the manner set out in 

article 15.3, the person appointed in terms of article 

15.3.2 shall for all purposes be deemed to be 

authorised to make such sale. 

16 REDUCTION OF CAPITAL 

16.1 The Company may from time to time reduce its 

Share capital, stated capital, any capital redemption 

fund or any Share premium account in any manner 

permitted by law, and with, and subject to, the 

consent required by law. Without limiting the 

generality of the aforegoing, the Company may by 

special resolution acquire Shares issued by the 

Company and may further acquire Shares in its 

holding company or holding companies (if any) and 

allow any of its subsidiaries to acquire Shares in the 

Company. 

16.2 Anything done in pursuance of the preceding article 

shall be done subject to and in accordance with – 

16.2.1 the provisions of the Companies Act; and 

16.2.2 the terms of any applicable ordinary or special 

resolution authorising the same; and 

16.2.3 the restrictions and procedures imposed by the 

JSE or any other stock exchange on which the 

Company’s Shares may be listed; and 

16.2.4 insofar as articles 16.2.1, 16.2.2 or 16.2.3 are 

not applicable, such manner as the Directors 

may direct. 

17 MODIFICATION OF RIGHTS 

17.1 If at any time the Share capital is divided into 

different classes of Shares, all or any of the special 

rights or privileges attached to any class of Shares, 

including the par value of the Shares, may 





71

17.1.1 only be varied or cancelled by special resolution 

and with 

17.1.1.1 the prior written consent of three quarters 

of the holders of the issued Shares of 

that class; or 

17.1.1.2 the prior sanction of a resolution 

passed by three quarters of the holders 

of the Shares of that class present or 

represented by proxy and voting at a 

separate General Meeting; 

17.1.1.3 be varied or cancelled as provided for 

in article 17.1.1, whether or not the 

Company is being wound-up or a windingup 

is contemplated. 

17.2 Any Shares not ranking pari passu in all respects 

with any other Shares (as regards par value, rate 

of dividend, voting and any other term of issue) 

shall, for the purpose of this article, be deemed to 

constitute a separate class of Shares. 

17.3 To any such separate General Meeting, the provisions 

of these Articles relating to General Meetings of the 

Company shall mutatis mutandis apply, excepting 

that 

17.3.1 the necessary quorum shall be 2 (two) persons 

(unless all the Shares of that class are held by 

1 (one) person, in which case the quorum shall 

be 1 (one) person) holding or representing 

by proxy not less than 1/3 (one third) of the 

issued Shares of the class, provided that if 

at any adjourned Meeting of such holders a 

quorum as above defined is not present, those 

Members who are present in person or by proxy 

shall be a quorum; 

17.3.2 any holder of Shares of that class present in 

person or by proxy may demand a poll, and, on 

a poll, shall have 1 (one) vote for each Share of 

the class of which he is the holder. 

17.4 The special rights attached to the Shares of any class 

shall not, unless otherwise expressly provided by the 

conditions of issue of such Shares, be deemed to be 

varied by the creation or issue of further Shares 

17.4.1 ranking pari passu therewith; or 

17.4.2 enjoying lesser rights, 

and which do not have preference over the first 

mentioned Shares. 

18 DISCLOSURE OF BENEFICIAL INTEREST 

18.1 The Company may by notice in writing require a 

Member who the Company knows or has reasonable 

cause to believe to have a beneficial interest in 

Securities issued by the Company, to confirm or 

deny whether or not such Member holds a beneficial 

interest in such Securities, and if the Securities are 

held for another person, the person to whom the 

request is made shall disclose to the Company the 

identity of the person on whose behalf that security 

is held. 

18.2 A notice in terms of article 18.1 may, in addition, 

require the Member to give particulars of the extent 

of the beneficial interest held during the 3 (three) 

Years preceding the date of the notice. 

18.3 The information required in terms of article 18.1 

shall be furnished within 14 (fourteen) days from the 

date of receipt of such notice. 

18.4 The Company shall establish and maintain a register 

of the disclosures made in terms of this article 18 

and shall publish in its annual financial statements 

a list of the persons who hold beneficial interests 

equal to or in excess of 5% (five percent) of the total 

number of Securities of that class issued by the 

Company together with the extent of those beneficial 

interests. 

18.5 The register envisaged in article 18.4 shall be open 

for inspection mutatis mutandis as if it were a register 

contemplated in section 113 of the Companies Act. 

18.6 For purposes of this article 18 - 

18.6.1 “beneficial interest”, in relation to a Security, 

means- 

18.6.1.1 the right or entitlement to receive any 

dividend or interest payable in respect of 

that Security; or 

18.6.1.2 the right to exercise or cause to be 

exercised, in the ordinary course, any or 

all the floating, conversion, redemption 

or other rights attaching to such Security, 

but does not include any interest held by a 

person in a unit trust or collective investment 

scheme in terms of the Unit Trusts Control Act, 

No 54 of 1981 and the Collective Investments 

Schemes Control Act, No 45 of 2002; 

18.6.2 “security” means- 

18.6.2.1 any listed security as defined in section 1 

of the Stock Exchanges Control Act, No 1 

of 1985; and 

18.6.2.2 any financial instrument which confers 

the right to convert such instrument into 

a listed security referred to in article 

18.6.2.1. 

PART III – UNCERTIFICATED SECURITIES 

19 DEMATERIALISATION 

19.1 The Company shall be entitled to allow the 

dematerialisation of any of its Securities. Once such 

dematerialisation has been allowed - 

19.1.1 any new Securities that are issued may be 

issued in uncertificated form if so requested by 

the subscriber to those Securities; or 

19.1.2 Members of the Company shall be allowed to 

dematerialise Securities already issued into 

Uncertificated Securities in such a Form as 

may be prescribed by the Directors from time 

to time. 

19.2 Uncertificated Securities that are dematerialised 

as contemplated in article 19.1.2 shall have the 

rights which attached to the Securities prior to their 

dematerialisation. 

20 SUB-REGISTER 

20.1 The Company shall enter into the Register of 

Members the total number of Securities of each 

class held in uncertificated form. 

20.2 A Sub-register of names shall be administered and 

maintained by the Participant. The Sub-register shall 

contain the details required in terms of sections 

105 and 133 of the Companies Act, provided that 

the Sub-register shall not contain the name of any 

person on whose behalf the Participant holds the 

Uncertificated Securities as nominee. 

20.3 Members shall be entitled to inspect the Sub-register 

in accordance with section 113 of the Companies 

Act. The Company shall, within 7 (seven) days of 

the date of a request for inspection, produce a Subregister 

reflecting at least the details prescribed 

by sections 105 and 133 of the Companies Act as 

at the close of business on the day the request for 

inspection was made. 

20.4 The Company shall not be entitled to close the Subregister 

as contemplated in article 20.2. 

21 TRANSFER OF UNCERTIFICATED SECURITIES 

21.1 Ownership in Uncertificated Securities shall be 

transferred upon the debiting and crediting, 

respectively, of both the account in the Sub-register 

from which the transfer is effected and the account 

in the Sub-register to which the transfer is made. 

Only a Participant shall be entitled to effect such a 

transfer and it shall only be entitled to do so - 

21.1.1 on receipt of an instruction to transfer that 

has been sent and properly authenticated in 

terms of the rules of the Central Securities 

Depository; or 

21.1.2 in terms of an order of court. 

21.2 Upon entry of the name of a person into the Subregister, 

that person shall become a Member of the 

Company and shall be recognised as such in respect 

of the Uncertificated Security registered in his name. 

21.3 Transfer of ownership and membership in 

accordance with articles 21.1 and 21.2 shall occur 

notwithstanding any fraud or illegality which may 

affect the Uncertificated Securities in respect of 

which the transfer was effected or which may have 

resulted in the transfer being effected, provided that 

a transferee who was party to or had notice of such 





73

fraud or illegality may not rely on the provisions of 

this article 21.3. 

21.4 The Company shall be liable to a Participant for the 

fee prescribed from time to time in terms of the 

provisions of the Companies Act in respect of the 

transfer of ownership in Uncertificated Securities. 

22 STATEMENTS 

22.1 Each Member shall be entitled to receive a regular 

statement from the Participant setting out the 

number and identity of the Uncertificated Securities 

held on behalf of that Member. The statement shall 

be provided free of charge. 

22.2 The Company shall not be entitled to issue 

certificates evidencing or purporting to evidence title 

to Uncertificated Securities. 

23 WITHDRAWAL OF UNCERTIFICATED SECURITIES 

23.1 If a Member wishes to withdraw all or part of his 

Uncertificated Securities held by the Participant 

and to obtain a certificate in respect of those 

Uncertificated Securities he must notify the 

Participant thereof. 

23.2 The Participant shall within 7 (seven) days of receipt 

of the notification referred to in article 23.1, notify 

the Company to provide a certificate and shall 

remove the Uncertificated Securities so withdrawn 

from the Sub-register. 

23.3 The Company shall immediately upon receipt of the 

notification from the Participant enter the necessary 

details of the Member and his shareholding into 

the Register of Certificated Securities and indicate 

in the Register of Members that the Uncertificated 

Securities so withdrawn are no longer held in 

uncertificated form. 

23.4 The Company shall within 14 (fourteen) days of 

receipt of the notice referred to in article 23.2, 

prepare and deliver to the relevant Member a 

certificate, issued mutatis mutandis in accordance 

with the provisions of article 7, and notify the Central 

Securities Depository that those Securities are no 

longer held in uncertificated form. 

PART IV - MEETINGS OF MEMBERS 

24 GENERAL MEETINGS 

24.1 The Company shall from time to time hold annual 

General Meetings as provided in the Companies Act 

or after the New Companies Act Effective Date, the 

New Companies Act. 

24.2 Save as may be provided in the Companies Act, or 

after the New Companies Act Effective Date, the 

New Companies Act, Members may not convene a 

General Meeting of the Company, except where all 

the Directors have become incapacitated or have 

ceased to be Directors, in which event 2 (two) or 

more Members may convene a General Meeting on 

due notice to all Members entitled thereto, and may 

recover the cost of so doing from the Company. 

24.3 The Directors 

24.3.1 may, whenever they deem fit, convene a 

General Meeting of the Company; 

24.3.2 shall convene a General Meeting if requisitioned 

in terms of the Companies Act, or after the 

New Companies Act Effective Date, the New 


24.4 Subject to the provisions of the Companies Act, or 

after the New Companies Act Effective Date, the New 

Companies Act 

24.4.1 all General Meetings whether annual or 

otherwise; 

24.4.2 all adjourned General Meetings; and 

24.4.3 all separate meetings of the holders of any 

class of Shares, 

shall be held at such time and place as the Directors 

shall appoint. 

25 NOTICE OF GENERAL MEETINGS 

25.1 Not less than – 

25.1.1 21 (twenty one) clear days’ notice shall be 

given of all annual General Meetings or 

meetings called for the passing of a special 

resolution and not less than 14 (fourteen) 

clear days’ notice shall be given of any other 

General Meeting, before the New Companies 

Act Effective Date; and 

25.1.2 15 (fifteen) Business Days notice shall be 

given of all annual General Meetings or other 

General Meetings, irrespective of whether such 

meetings are called for the passing of a special 

resolutions or other resolutions, after the New 

Companies Act Effective Date, 

in the manner hereinafter determined to such 

persons as are, in accordance with the provisions of 

the Articles, entitled to receive notice of all meetings 

from the Company. 

25.2 A notice to any member on any branch register may 

be given from the Transfer Office where that register 

is kept (whether simultaneously with notices sent 

from the Office or other Transfer Offices or not). 

25.3 The period of the notice shall be exclusive of the day 

25.3.1 on which it is served or deemed to be served; 

and 

25.3.2 on which the Meeting is to be held. 

25.4 The notice shall – 

25.4.1 specify the place, day and time of the Meeting; 

and 

25.4.2 after the New Companies Act Effective Date, 

shall include the applicable matters set out in 

section 62(3) of the New Companies Act. 

25.5 Whenever notice of a Meeting is given pursuant to 

this article, the Company shall forward a copy thereof 

to the auditors of the Company and to the manager 

or other appropriate officer of any stock exchange, 

if any, upon which any Shares of the Company are 

listed, and the notice must further be announced on 

SENS. 

25.6 The accidental omission to give notice of a Meeting 

to or, where applicable, to send an instrument of 

proxy therewith to, or the failure to receive a notice 

or proxy by, any person entitled thereto, or the late 

receipt thereof, shall not invalidate the proceedings 

at that Meeting. 

26 PROCEEDINGS AT GENERAL MEETINGS 

26.1 The annual General Meeting shall deal with and 

dispose of all matters prescribed by the Companies 

Act, or after the New Companies Act Effective Date, 

the New Companies Act, including the sanctioning 

or declaring of a dividend, the consideration of 

the annual financial statements, the election of 

Directors and the appointment of an auditor, and 

may deal with any other business laid before it. All 

business laid before any other General Meeting shall 

be deemed special business. 

26.2 Prior to the New Companies Act Effective Date 3 

(three) Members present in person or by proxy and 

entitled to vote shall be a quorum for a General 

Meeting, and after the New Companies Act Effective 

Date, Members capable of exercising in aggregate 

25% (twenty five percent) of all voting rights that 

are entitled to be exercised in respect of at least 1 

(one) matter to be decided at the Meeting, present 

in person or by proxy shall be a quorum for a General 

Meeting, provided that at least 3 (three) Members 

are present in person or by proxy at the Meeting. 

26.3 No business shall be transacted at any General 

Meeting unless a quorum is present. 

26.4 A corporate body, being a Member of the Company, 

and which is represented by a duly appointed 

representative, shall be deemed to be a Member 

personally present for the purpose of this article. 

26.5 If 

26.5.1 within 1 (one) hour from the time appointed for 

the Meeting; or 

26.5.2 at any time during the course of the Meeting, a 

quorum is not present, such meeting shall stand 

adjourned for a period of 1 (one) week after the 

date of the Meeting, and at the same time and 

place or, if not possible, at such other time and/ 

or place as the chairman of the Meeting shall 

appoint provided that notice of any changes in 

time and/or place of the adjourned meeting 

shall be sent to the Members. 

26.6 If at such adjourned Meeting a quorum is not present 





75

at the time appointed for holding the Meeting, the 

Members who are present in person or by proxy 

and are entitled to vote shall be a quorum and may 

transact the business for which the Meeting was 

called. 

26.7 The chairman (if any) of the board of Directors, or, 

in his absence, the deputy chairman (if any), shall 

preside as chairman at every General Meeting of the 

Company. 

26.8 If 

26.8.1 there is no such chairman or deputy chairman; 

or 

26.8.2 at any Meeting neither the chairman nor the 

deputy chairman is present within 10 (ten) 

minutes after the time appointed for the 

Meeting, or neither of them is willing to act as 

chairman, 

the Directors present shall choose 1 (one) of their 

number to act as such, but if only 1 (one) Director is 

present, he shall preside as chairman if he is willing 

so to act. 

26.9 In the absence of a chairman in terms of article 26.7 

or 26.8, the Members present shall elect 1 (one) of 

their number to act as chairman. 

26.10 The chairman may, with the consent of a Meeting at 

which a quorum is present (and shall if so directed 

by the Meeting) adjourn the Meeting from time to 

time and from place to place, but no business may 

be transacted at any adjourned Meeting, except 

such business as may lawfully have been transacted 

at the Meeting which was adjourned. 

26.11 Where a Meeting has been adjourned in terms of 

article 26.10 the Company shall, upon a date not 

later than 3 (three) days after the adjournment, 

publish in a newspaper circulating in the province 

where the registered office of the Company is situate, 

a notice stating 

26.11.1 the date, time and place to which the Meeting 

has been adjourned; 

26.11.2 the matter before the Meeting when it was 

adjourned; and 

26.11.3 the ground for the adjournment. 

26.12 At a General Meeting a resolution put to the vote of 

the Meeting shall be decided on a show of hands 

unless a poll is demanded before or immediately 

after the declaration of the result of the show of 

hands 

26.12.1 by the chairman of the Meeting; or 

26.12.2 by not less than 5 (five) Members having the 

right to vote at the Meeting; or 

26.12.3 by a Member or Members representing not less 

than 1/10 (one tenth) of the total voting rights 

of all the Members having the right to vote at 

the Meeting; or 

26.12.4 by a Member or Members entitled to vote at the 

Meeting and holding in the aggregate not less 

than at least 1/10 (one tenth) of the issued 

Share capital of the Company. 

26.12.5 Even if he is not a Member 

26.12.6 any Director; or 

26.12.7 the Company’s attorney (or where the 

Company’s attorneys are a firm or company, 

any partner or director thereof), 

may attend and speak at any General Meeting, but 

may not vote unless he is a Member or the proxy or 

representative of a Member. 

27 VOTES OF MEMBERS 

27.1 Subject to the provisions of the Articles and to any 

special terms as to voting rights upon which any 

Share may be issued or which may from time to time 

attach to a Share, every Member shall 

27.1.1 if the Share capital is divided into Shares of 

par value, be entitled to that proportion of the 

total votes in the Company which the aggregate 

amount of the nominal value of the Shares held 

by him bears to the aggregate amount of the 

nominal value of all the Shares issued by the 

Company; 

27.1.2 if the Share capital is divided into Shares of no 

par value, be entitled to 1 (one) vote in respect 

of each Share he holds. 

27.2 Notwithstanding the provisions of article 27.1, a 

Member of the Company present in person or, if the 

Member is a body corporate, represented, at any 

Meeting of the Company shall on a show of hands 

have only 1 (one) vote, irrespective of the number of 

Shares he holds or represents. 

27.3 Any body corporate holding Shares conferring the 

right to vote may, by resolution of its Directors or 

other governing body, appoint a person to act as 

its representative at any General Meeting of the 

Company or at any Meeting of holders of any class of 

Shares of the Company. 

27.4 Such representative shall be entitled to exercise the 

same rights on behalf of the body corporate which 

he represents as that body corporate could exercise 

if it were a natural person. 

27.5 The Directors may, but shall not be obliged to require 

proof to their satisfaction of the appointment or 

authority of such representative. 

27.6 A person who is entitled to more than 1 (one) vote 

need not cast all his votes, or cast them in the same 

manner. 

27.7 Where two or more persons are registered as joint 

holders of a Share, any 1 (one) of them, whether 

in person or by proxy, may vote as if he is the sole 

holder thereof. 

27.8 If more than 1 (one) of such joint holders are present 

at a General Meeting in person or by proxy, only that 

holder who is present whose name appears first in 

the Register of Members in respect of the Share, 

may vote. 

27.9 Where several persons are entitled to a Share by 

transmission, they shall be deemed to be joint 

holders of the Share. 

27.10 Unless a poll is demanded and the demand is not 

withdrawn a declaration by the chairman of the 

Meeting that 

27.10.1 a resolution has been passed unanimously on 

a show of hands or by a particular majority; or 

27.10.2 a resolution has not been passed by a particular 

majority, or rejected, 

and an entry to that effect in the minute book shall 

be conclusive evidence of that fact. The demand for 

a poll may be withdrawn. 

27.11 The result of a poll shall be deemed to be the 

resolution of the Meeting at which the poll was held. 

27.12 In the case of an equality of votes, whether on a show 

of hands or on a poll, the chairman of the Meeting 

shall have a second or casting vote. 

27.13 A poll demanded in respect of any matter shall be 

taken at such time and place and in such manner 

as the chairman of the Meeting directs (but not later 

than 30 (thirty) days after the poll was demanded). 

27.14 No poll shall be demanded on the election of the 

chairman of the Meeting or on any question of 

adjournment. A poll demanded on any other question 

shall be taken at such time and place and in such 

manner as the chairman of the Meeting directs, and 

any business, other than that upon which a poll has 

been demanded, may be proceeded with pending 

the holding of the poll. 

27.15 Until such time as the poll is held, the Meeting may 

proceed with any business, other than that upon 

which a poll was demanded. 

27.16 The chairman of a Meeting may 

27.16.1 appoint any firm or persons to act as scrutineers 

for the purpose of checking the powers of 

attorney received and for counting the votes at 

the Meeting; and 

27.16.2 act on a certificate given by any such scrutineer 

without requiring production at the Meeting 

of the forms of proxy or himself counting the 

votes. 

27.17 If any votes were counted which ought not to have 

been counted or if any votes were not counted which 

ought to have been counted, the error shall not 

vitiate the resolution unless 

27.17.1 it is brought to the attention of the chairman at 

the Meeting; and 

27.17.2 in the opinion of the chairman of the Meeting, 

it is of sufficient magnitude to vitiate the 

resolution. 





77

27.18 Any objection to the admissibility of any vote (whether 

on a show of hands or on a poll) shall be raised at 

the Meeting or adjourned Meeting 

27.18.1 at which the vote objected to was recorded; or 

27.18.2 at which the result of the poll was announced, 

27.18.3 and every vote not then disallowed shall be 

valid for all purposes. Any objection made 

timeously shall be referred to the chairman of 

the Meeting, whose decision shall be final and 

conclusive. 

27.19 The parent or guardian of a minor, and the curator 

bonis of a lunatic Member, and also any person 

entitled under the transmission article to transfer 

of any Shares, may vote at any General Meeting in 

respect thereof in the same manner as if he were 

the Registered Holder of those Shares, provided 

that at least 48 (forty eight) hours before the time 

of holding the Meeting at which he proposes to vote, 

he shall satisfy the Directors that he is such parent, 

guardian or curator or that he is entitled under the 

transmission article to transfer of those Shares, or 

that the Directors have previously admitted his right 

to vote in respect of those Shares. 

27.20 Co executors of a deceased Member in whose name 

Shares stand in the Register of Members shall, for 

the purposes of this article, be deemed to be joint 

holders of those Shares. 

28 GENERAL MEETINGS BY ELECTRONIC 

COMMUNICATION 

After the New Companies Act Effective Date - 

28.1 the Company may conduct a General Meeting 

entirely by Electronic Communication or provide 

for participation in a meeting by Electronic 

Communication, as set out in section 63 of the New 

Companies Act, and the power of the Company to 

do so is not limited or restricted by these Articles. 

Accordingly – 

28.1.1 any General Meeting may be conducted entirely 

by Electronic Communication; or 

28.1.2 1 (one) or more Members, or proxies for 

Members, may participate by Electronic 

Communication in all or part of any General 

Meeting that is being held in person, 

so long as the Electronic Communication employed 

ordinarily enables all persons participating in that 

meeting to communicate concurrently with each 

other and without an intermediary, and to participate 

reasonably effectively in the meeting; and 

28.2 any notice of any General Meeting at which it will 

be possible for Members to participate by way of 

Electronic Communication shall inform Members 

of the ability to so participate and shall provide any 

necessary information to enable Members or their 

proxies to access the available medium or means 

of Electronic Communication, provided that such 

access shall be at the expense of the Member or 

proxy concerned. 

29 PROXIES 

29.1 The appointment of a proxy shall be in writing under 

the hand of the person making such appointment or 

his agent, duly authorised in writing and shall specify 

the date on which it is so signed. 

29.2 If the appointer is a body corporate, the power of 

attorney shall be signed in the manner which and by 

the person who binds that body corporate. 

29.3 The agent under a power of attorney of a Member is 

entitled, if so authorised by the power of attorney, to 

vote on behalf of and represent such Member at any 

Meeting of the Company. 

29.4 A proxy need not be a Member of the Company but 

must be a natural person. A Member may appoint 

more than 1 (one) proxy to act on his behalf on the 

same occasion. 

29.5 The Directors may, if they think fit, send out with the 

notice of any Meeting, forms of proxy for use at the 

Meeting. 

29.6 Every instrument of proxy, whether for a specified 

Meeting or otherwise, shall be in the Form or to 

the effect of the following, or in such other Form as 

the Directors may approve, in either case under the 

heading of or referring to the Company’s name: 

“I/We_ _____________________________________ 

___________________________________________ 

being the holder/s of ordinary Shares in the 

Company, hereby appoint (see Note 1) 

1. ____________________________ failing him/her, 

1. Approval of annual 

financial statements 

2. Approval of Directors’ 

remuneration 

3. Election of Directors 

4.1 Special Resolution 

Number 1 


Number 2 


Number 3 

2. ____________________________ failing him/her, 

the chairman of the annual General Meeting, 

as my/our proxy to attend, speak and vote for me/ 

us on my/our behalf or to abstain from voting at the 

annual General Meeting of the Company and at any 

adjournment thereof, as follows (see Note 2): 

Insert an “X” or the number of votes exercisable (one vote 

per Share) 

In favour of Against Abstain 

Signed at________________________________________ on_____________________________________________ 

Signature/s_____________________________________________________________________________________ 

Assisted by me__________________________________________________________________________________ 

(where applicable) 





79

NOTES 

A Member entitled to attend and vote at the annual General 

Meeting is entitled to appoint 1 (one) or more proxies to 

attend, speak and vote in his/her stead. A proxy need not be 

a Member of the Company. 

attorney or other authorities (if any) under which 

they are signed, relating to Members registered on 

such branch register, to be received at the Office of 

the Company designated in the notice convening the 

Meeting before the time appointed for the Meeting, 

provided that the Secretary or other officer of the 

powers to another person as set out in section 

58(3)(b) of the New Companies Act; 

29.13.3 a Member or his proxy must deliver to the 

Company a copy of the instrument appointing 

a proxy before the commencement of the 

meeting at which the proxy intends to exercise 

Articles, 

which remuneration shall be divided among the 

Directors in such proportions as they may agree, or 

in absence of such agreement, equally, except that 

in such event any Director holding office for less than 

a Year shall only rank in such division in proportion 

29.7 Any power of attorney and any instrument appointing 

a proxy and the power of attorney or other authority (if 

any) under which it is signed, or a notarially certified 

copy of such power of attorney shall be deposited 

at the Office of the Company or at such other place 

within South Africa as is specified for that purpose 

in the notice convening the Meeting, not less than 

48 (forty eight) hours (excluding Saturdays, Sundays 

and public holidays) before the time appointed for 

holding 

29.7.1 the Meeting or adjourned Meeting at which the 

person named in such instrument proposes to 

vote; 

29.7.2 a poll, where a poll is to be held after a Meeting 

or adjourned Meeting. 

29.8 If the power of attorney or other instrument of proxy 

is not deposited timeously, it shall not be treated as 

valid unless otherwise directed by the chairman of 

the meeting in his discretion, provided that if the 

Member granting a power of attorney or a proxy is 

registered in a branch register kept at any branch 

or other office outside South Africa, any instrument 

appointing a proxy and any power of attorney or 

other authority may be validly deposited as set out in 

article 29.7 at the Office at which he is registered. 

29.9 Unless specifically otherwise stated in the proxy no 

instrument appointing a proxy shall be valid after the 

expiration of 1 (one) year from the date on which it 

was signed. 

29.10 If a branch register is kept at a branch or other 

office of the Company outside South Africa, it shall 

not be necessary for any power of attorney or any 

instruments appointing proxies, and the powers of 

Company at that branch or other office outside 

South Africa shall communicate to the Office by such 

means as the Directors may from time to time direct, 

a summary of all the votes for and against each 

resolution as appears from the valid proxies duly 

received by him, and so that such communication 

shall be received before the time appointed for the 

Meeting to commence. 

29.11 A vote by virtue of a power of attorney or an instrument 

of proxy shall be valid notwithstanding the previous 

Legal Incapacity of the principal or revocation of 

the power of attorney or instrument of proxy or the 

transfer of the Share in respect of which the vote is 

cast, unless an intimation in writing of such Legal 

Incapacity, revocation or transfer is received by 

the Company at the Office at which such power or 

instrument is registered, not less than 24 (twenty 

four) hours before commencement of the Meeting 

or the taking of the poll at which the instrument of 

proxy is used. 

29.12 Every bearer of a Share warrant shall be entitled 

to take part in General Meetings and vote thereat 

in person or by proxy, subject to the conditions 

prescribed from time to time by the Directors. 

29.13 After the New Companies Act Effective Date, all of 

the provisions of the New Companies Act relating to 

the appointment and revocation of proxies and the 

rights of proxies generally shall apply to the Company 

and, in particular – 

29.13.1 a Member shall have the right to appoint 2 (two) 

or more persons concurrently as proxies as set 

out in section 58(3)(a) of the New Companies 

Act; 

29.13.2 a Member’s proxy may delegate the proxy’s 

that Member’s rights; and 

29.13.4 a Member’s proxy may decide, without direction 

from the Member, whether to exercise or 

abstain from exercising any voting right of the 

Member, as set out in section 58(7) of the New 


and none of such rights or powers are limited, 

restricted or varied by these Articles. 

PART V - DIRECTORS 

30 COMPOSITION 

30.1 The number of the Directors shall not be less than 4 

(four). 

30.2 The Directors shall have the power to appoint further 

Directors, provided that- 

30.2.1 the total number of Directors will not exceed 

the maximum number set out in article 30.1; 

30.2.2 no appointment in terms of this article 30.2 

shall be valid unless a majority of the Directors 

of the Company at the time approve such 

appointment, and 

30.2.3 such appointment is confirmed at the next 

annual General Meeting. 

30.3 A Director shall not be required to hold any qualifying 

Shares. 

30.4 The Directors shall be entitled to remuneration as 

the Company may from time to time determine in 

General Meeting or, after the New Companies Act 

Effective Date, by special resolution approved by 

the Company’s Members within the previous 2 (two) 

years, as set out in sections 66(8) and (9) of the 

New Companies Act, and the power of the Company 

in this regard is not limited or restricted by these 

to the period during which he has actually held office 

30.5 Such remuneration shall accrue to the Directors 

from day to day. 

30.6 any Director who 

30.6.1 serves on any executive or other committee; or 

30.6.2 devotes special attention to the business of the 

Company; or 

30.6.3 goes or resides outside South Africa for the 

purpose of the Company; or 

30.6.4 otherwise performs or binds himself to perform 

services which, in the opinion of the Directors, 

are outside the scope of the ordinary duties of 

a Director, 

may be paid such extra remuneration or allowance 

in addition to or in substitution of the remuneration 

to which he may be entitled as a Director, as 

a disinterested quorum of the Directors or a 

remuneration committee appointed by the board 

may from time to time determine. 

30.7 The Directors shall also be paid all their travelling 

and other expenses necessarily expended by them 

in connection with 

30.7.1 the business of the Company; and 

30.7.2 attending meetings of the Directors or of 

committees of the Directors or of the Company. 

30.8 Without prejudice to any contrary provisions in the 

Articles, a Director shall vacate his office if - 

30.8.1 his estate is sequestrated or he surrenders his 

estate or enters into a general compromise 

with his creditors; 

30.8.2 he is found to be or becomes of unsound mind; 

30.8.3 a majority of his co Directors sign and deposit 

at the Office a written notice wherein he is 

requested to vacate his office, which shall 





81

ecome operative on deposit at the Office (but 

without prejudice to any claim for damages); 

30.8.4 he is removed by a resolution of the Company 

in terms of the Companies Act, or after the New 

Companies Act Effective Date, in terms of the 

New Companies Act (but without prejudice to 

any claim for damages); 

30.8.5 he is, pursuant to the provisions of the 

Companies Act, New Companies Act or any 

order made thereunder, prohibited from acting 

as a Director; 

30.8.6 he resigns his office by notice in writing to the 

Company; or 

30.8.6.1 he is absent from meetings of the 

Directors for 6 (six) consecutive Months 

without leave of the Directors while not 

engaged in the business of the Company; 

and 

30.8.6.2 he is not represented at any such 

meetings during such 6 (six) consecutive 

Months by an alternate Director; and 

30.8.6.3 the Directors resolve that his office be, by 

reason of such absence, vacated, 

provided that the Directors shall have power 

to grant to any Director leave of absence for a 

definite or indefinite period. 

30.9 A Director may hold any other office or place of profit 

under the Company (except that of auditor) or any 

subsidiary or holding company of the Company in 

conjunction with his office of Director, for such period 

and on such terms as to remuneration (in addition to 

the remuneration to which he may be entitled as a 

Director) and otherwise as a disinterested quorum 

of the Directors or a remuneration committee 

appointed by the board may determine. 

30.10 A Director of the Company may be or become a 

Director or other officer of, or otherwise interested in, 

any company promoted by the Company or in which 

the Company may be interested as shareholder or 

otherwise and (except insofar as otherwise decided 

by the Directors) he shall not be accountable for any 

remuneration or other benefits received by him as a 

Director or officer of or from his interest in such other 

company. 

30.11 Any Director may act personally or through his firm in 

a professional capacity for the Company (otherwise 

than as auditor) and he or his firm shall be entitled to 

remuneration for professional services rendered as 

if he were not a Director. 

30.12 A Director who is in any way, whether directly or 

indirectly, interested in a contract or arrangement or 

proposed contract or arrangement with the Company, 

shall declare the nature of his interest in accordance 

with the Companies Act, or after the New Companies 

Act Effective Date, the New Companies Act ; 

30.13 After the New Companies Act Effective Date, a 

Director who is in any way, whether directly or 

indirectly interested or knows that a related person 

has a personal financial interest in respect of a 

matter to be considered at a meeting of the Directors 

– 

30.13.1 must disclose the interest and its general 

nature before the matter is considered at the 

meeting; 

30.13.2 must disclose to the meeting any material 

information relating to the matter, and known 

to the Director; 

30.13.3 may disclose any observations or pertinent 

insights relating to the matter if requested to 

do so by the other Directors; 

30.13.4 if present at the meeting, must leave the 

meeting immediately after making any 

disclosure contemplated in articles 30.13.2 

and 30.13.3; 

30.13.5 must not take part in the consideration of the 

matter, except to the extent contemplated in 

articles 30.13.2 and 30.13.3; 

30.13.6 while absent from the meeting in terms of 

articles 30.13.4 – 

30.13.6.1 is to be regarded as being present at the 

meeting for the purpose of determining 

whether sufficient Directors are present 

to constitute the meeting; and 

30.13.6.2 is not to be regarded as being present 

at the meeting for the purpose of 

determining whether a resolution has 

sufficient support to be adopted; and 

30.13.7 must not execute any document on behalf of 

the Company in relation to the matter unless 

specifically requested or directed to do so by 

the Directors, 

30.13.8 in accordance with the provisions of the New 


30.14 No Director or intending Director shall be disqualified 

by his office from contracting with the Company with 

regard to 

30.14.1 his tenure of any other office or place of 

profit under the Company or in any company 

promoted by the Company or in which the 

Company is interested; 

30.14.2 professional services rendered or to be 

rendered by such Director; 

30.14.3 any sale or other transaction. 

30.15 No such contract or arrangement entered into by or 

on behalf of the Company in which any Director is 

in any way interested is voidable solely by reason of 

such interest. 

30.16 No Director so contracting or being so interested 

shall be liable to account to the Company for any 

profit realised by any such appointment, contract or 

arrangement by reason of his office as Director or of 

the fiduciary relationship created thereby. 

30.17 A Director may not vote nor be counted in the quorum 

(and if he shall do so his vote shall not be counted) 

on any resolution for his own appointment to any 

other office or place of profit under the Company or 

in respect of any contract or arrangement in which 

he is interested, provided that this prohibition shall 

not prior to the New Companies Act Effective Date 

apply to 

30.17.1 any arrangement for giving to any Director any 

security or indemnity in respect of money lent 

by him to or obligations undertaken by him for 

the benefit of the Company; or 

30.17.2 any arrangement for the giving by the Company 

of any security to a third party in respect of a 

debt or obligation of the Company which the 

Director has himself guaranteed or secured; or 

30.17.3 any contract by a Director to subscribe for 

or underwrite Shares or Debentures of the 

Company; or 

30.17.4 any contract or arrangement with a public 

company in which he is interested by reason 

only of being a Director, officer, creditor or 

Member of such legal person, 

and these provisos may at any time be suspended 

or relaxed either generally, or in respect of any 

particular contract or arrangement, by the Company 

in General Meeting; whereas this prohibition shall 

not apply after the New Companies Act Effective 

Date– 

30.17.5 to a Director of the Company; 

30.17.5.1 in respect of a decision that may generally 

affect All the Directors of the Company in 

their capacity as Directors; or 

30.17.5.2 a class of persons, despite the fact that 

the Director is one member of that class 

of persons, unless the only members of 

the class are the Director and or persons 

related or inter-related to the Director; or 

30.17.6 in respect of a proposal to remove that Director 

from office as contemplated in section 71 of 

the New Companies Act. 

30.18 A contract which violates the terms of article 30.17 

can be ratified by the Company in General Meeting. 

30.19 The terms of article 30.17 shall not prevent a 

Director from voting as a Member at a General 

Meeting at which a resolution in which he has a 

personal interest is tabled. 

30.20 The Directors may exercise the voting powers 





83

conferred by the Shares held or owned by the 

Company in any other company in such manner in 

all respects as they think fit, including the exercise 

thereof in favour of any resolution appointing 

themselves or any of them to be Directors or 

officers of such other company or for determining 

any payment of or remuneration to the Directors or 

officers of such other company. 

30.21 A Director may vote in favour of a resolution referred 

to in article 30.20 for the exercise of the voting 

rights in the manner described in article 30.20 

notwithstanding that he may be, or is about to 

become, a Director or other officer of such other 

company and for that or any other reason may be 

interested in the exercise of such voting rights in the 

manner aforesaid. 

31 ALTERNATE DIRECTORS 

31.1 A Director may - 

31.1.1 appoint another Director or any person 

approved for that purpose by a resolution of 

the Directors to act as alternate Director in his 

place and during his absence; and 

31.1.2 remove such alternate Director. 

31.2 A person so appointed shall, except as regards 

authority to appoint an alternate Director and 

remuneration, be subject in all respects to the 

terms and conditions existing in respect of the other 

Directors of the Company. 

31.3 Each alternate Director, whilst so acting, shall be 

entitled to 

31.3.1 receive notices of all meetings of the Directors 

or of any committee of the Directors of which 

his appointer is a Member; 

31.3.2 attend and vote at any such Meeting at which 

his appointer is not personally present; 

31.3.3 generally exercise and discharge all the 

functions, powers and duties of his appointer 

in such appointer’s absence as if he were a 

Director. 

31.4 Any Director acting as alternate Director shall in 

addition to his own vote have a vote for each Director 

for whom he acts as alternate. 

31.5 An alternate Director shall ipso facto cease to be 

an alternate Director if his appointer ceases for any 

reason to be a Director, provided that if any Director 

retires by rotation or otherwise, but is re elected 

at the same Meeting, any appointment made by 

him pursuant to this article which was in force 

immediately before his retirement shall remain in 

force as though he had not retired. 

31.6 In the event of the disqualification or resignation of 

any alternate Director during the absence or inability 

to act of the Director whom he represents, the 

vacancy so arising shall be filled by the chairman of 

the Directors who shall nominate a person to fill such 

vacancy, subject to the approval of the Directors. 

31.7 Any appointment or removal of an alternate Director 

shall be effected by written notice delivered at the 

Office and signed by the appointer. 

31.8 The remuneration of an alternate Director shall be 

payable only out of the remuneration payable to the 

Director whose alternate he is and he shall have no 

claim against the Company for any remuneration. 

31.9 An alternate Director shall not be required to hold 

any qualifying Shares. 

32 RETIREMENT OF DIRECTORS 

32.1 All the Directors shall retire at the first annual 

General Meeting and, subject to article 37 hereof, at 

every annual General Meeting thereafter 1/3 (onethird) 

of the Directors, or if their number is not a 

multiple of three, then the number nearest to but not 

less that 1/3 (one-third), shall retire from office. 

32.2 The length of time a Director has been in office shall 

be computed from his last election, appointment or 

date upon which he was deemed re elected. 

32.3 A Director retiring at a Meeting shall retain office 

until the election of Directors at that Meeting has 

been completed. 

32.4 Retiring Directors shall be eligible for re election. 

32.5 In electing Directors, the period to be allowed before 

the date of a General Meeting for the nomination 

of a new Director must be such as to give sufficient 

time, after the receipt of the notice, for nominations 

to reach the Company’s office from any part of South 

Africa. 

32.6 No person, other than a Director retiring at the 

Meeting shall, unless recommended by the Directors, 

be eligible for election to the Office of a Director at 

any General Meeting, unless - 

32.6.1 not more than 28 (twenty eight), but at least 7 

(seven) clear days before the day appointed for 

the Meeting, there shall have been delivered at 

the Office of the Company a notice in writing 

by a Member (who may also be the proposed 

Director) duly qualified to be present and to 

vote at the Meeting for which such notice is 

given; 

32.6.2 such notice sets out the Member’s intention 

to propose a specific person for election as 

Director; and 

32.6.3 notice in writing by the proposed person of his 

willingness to be elected is attached thereto 

(except where the proposer is the same person 

as the proposed). 

32.7 Subject to the preceding article, the Company may 

at the Meeting at which a Director retires, fill the 

vacated office by electing a person thereto and in 

default the retiring Director, if willing to continue to 

act, shall be deemed to have been re elected, unless 

- 

32.7.1 it is expressly resolved at such Meeting not to 

fill such vacated office; or 

32.7.2 a resolution for the re election of such Director 

was put to the Meeting and rejected. 

32.8 The Company in General Meeting or the Directors 

may appoint any person as Director either to fill a 

casual vacancy or as an additional Director, but the 

total number of Directors shall not at any time exceed 

the maximum number fixed by or in accordance with 

the Articles. 

32.9 A person appointed by the Directors as a Director in 

terms of article 30.2 - 

32.9.1 shall retire at the following annual General 

Meeting; 

32.9.2 shall be eligible for re election. 

32.10 If the number of Directors should become less than 

the permissible minimum in terms of the Articles, 

the remaining Directors may only act - 

32.10.1 to fill any vacancies on the board of Directors; 

or 

32.10.2 to convene General Meetings. 

32.11 If the Company in General Meeting increases 

or reduces the number of Directors, it may also 

determine in what rotation such increased or 

reduced number is to retire. 

33 POWERS OF DIRECTORS 

33.1 The management and control of the business of 

the Company shall be vested in the Directors who, 

in addition to the powers and authorities expressly 

conferred upon them by the Articles, may exercise all 

powers and authorities and perform all acts which 

may be exercised or done by the Company, and 

are not hereby or by the Companies Act expressly 

reserved to the Company in General Meeting. 

33.2 Such management and control may not be 

inconsistent with the Articles nor with the provisions 

of the Companies Act. 

33.3 The general powers granted in terms of this article 

shall not be limited or restricted by any special 

authority or power given to the Directors by any other 

article. 

33.4 The Directors may - 

33.4.1 in their discretion arrange that any branch of 

the business carried on by the Company or any 

other business in which the Company may be 

interested, shall be carried on by or through 1 

(one) or more subsidiary companies; 





85

33.4.2 make such arrangements on behalf of the 

the case may be in such manner as the Directors 

or suretyships given by the Company or any 

to in article 35.1.6 shall be affected thereby. 

Company as they think advisable 

33.4.2.1 for taking the profits or bearing the losses 

of any such branch or business; or 

33.4.2.2 for financing, assisting or subsidising any 

such subsidiary company; or 

33.4.2.3 for guaranteeing its contracts, obligations 

or liabilities. 


33.5.1 establish any contributory or non contributory 

pension, retirement, provident, medical or 

other funds for the benefit of; and 

33.5.2 pay on behalf of the Company a gratuity or 

pension or allowance on retirement or other 

benefit to, 

any Director or ex Director or other officer or 

employee of the Company, its holding or subsidiary 

company (if any), whether or not he has held any 

other salaried office with the Company, or to his 

widow or dependants, and may make contributions 

to any fund and pay premiums for the purchase or 

provision of any such gratuity, pension or allowance 

or life assurance or other benefits, subject to the 

provisions of the Companies Act. 


33.6.1 take all steps that may be necessary or 

expedient and incur any liability in order 

to enable the Shares or Debentures of the 

Company to be 

33.6.1.1 negotiable in South Africa or elsewhere; 

33.6.1.2 recognised by and quoted on any stock 

exchange in South Africa or elsewhere; 

33.6.2 pay all taxes, duties, fees, expenses or other 

amounts which may be payable in relation to 

the matters referred to in article 33.6.1. 

33.7 Save as otherwise expressly provided by the Articles, 

all cheques, promissory notes, bills of exchange and 

other negotiable or transferable instruments and all 

documents to be executed by the Company, shall be 

signed, drawn, accepted, endorsed or executed as 

shall from time to time determine. 

34 BORROWING POWERS 

34.1 Subject to the provisions of article 34.3 and all other 

provisions of these Articles, the Directors may from 

time to time - 

34.1.1 borrow for the purpose of the Company such 

sums as they think fit; 

34.1.2 secure the payment or repayment of any 

such sums or any other sum, as they think 

fit, whether by the creation and issue of 

Debentures, mortgage or charge upon all or 

any of the property or assets of the Company; 

34.1.3 make such regulations regarding the transfer 

of Debentures, the issue of certificates therefor 

(subject to article 7 hereof) and all such other 

matters incidental to Debentures as the 

Directors think fit. 

34.2 No special privileges as to - 

34.2.1 allotment of Shares in the Company; or 

34.2.2 the attending and voting at General Meetings; 

or 

34.2.3 the appointment of Directors, 

or otherwise, shall be given to the holders of 

Debentures of the Company save with the sanction 

of the Company in General Meeting. 

34.3 The Directors shall procure (but as regards 

subsidiaries of the Company only insofar as by the 

exercise of voting and other rights or powers of 

control exercisable by the Company they can procure) 

that the aggregate principal amount at any one time 

outstanding in respect of moneys so borrowed or 

raised by 

34.3.1 the Company; and 

34.3.2 all the subsidiaries for the time being of the 

Company (excluding moneys borrowed or 

raised by any of such companies from any other 

of such companies but including the principal 

amount secured by any outstanding guarantees 

of its subsidiaries for the time being for the 

Share capital or indebtedness of any other 

company or companies whatsoever and not 

already included in the aggregate amount of 

the moneys so borrowed or raised), 

shall not exceed the aggregate amount at that 

time authorised to be borrowed or secured by the 

Directors of the Company’s holding company (if any) 

in respect of that holding company and all the then 

subsidiaries of that holding company, provided that 

no such sanction shall be required to the borrowing 

of any moneys intended to be applied and actually 

applied within 90 (ninety) days in the repayment (with 

or without any premium) of any moneys then already 

borrowed and outstanding and notwithstanding that 

new borrowing may result in the abovementioned 

limit being exceeded. 

35 LOCAL BOARDS, AGENTS AND COMMITTEES OF THE 

BOARD 


35.1.1 establish any local boards or agencies in South 

Africa or elsewhere for managing any of the 

affairs of the Company; 

35.1.2 appoint persons to be members of such local 

boards, managers or agents; 

35.1.3 fix the remuneration of such persons; 

35.1.4 delegate to any local board, manager or agent 

any of the powers, authorities and discretions 

vested in the Directors with power to sub 

delegate; 

35.1.5 authorise the members of any local board or 

any of them to fill any vacancies, and to act 

despite any vacancy; 

35.1.6 remove any person so appointed and annul or 

vary any such delegation, 

subject to such terms and conditions as the Directors 

may think fit, but no person dealing in good faith and 

without notice of the annulment or variation referred 

35.2 The Directors may by power of attorney appoint any 

company, firm or person or any fluctuating body of 

persons, whether nominated directly or indirectly 

by the Directors, to be the attorney or agent of the 

Company for such purposes and with such powers, 

authorities and discretions (not exceeding those 

vested in or exercisable by the Directors in terms of 

the Articles) and for such period and subject to such 

terms and conditions as they may think fit. 

35.3 Any such power of attorney may contain such 

provisions for the protection and convenience of 

persons dealing with any such agent as the Directors 

may think fit. 

35.4 The Directors may also authorise any such agent 

to sub delegate any of his powers, authorities and 

discretions. 

35.5 The Directors may delegate any of their powers to an 

executive or other committee, whether consisting of 

a member or members of their body or not as they 

think fit. 

35.6 Any committee so formed shall, in the exercise of 

the powers so delegated, conform to any regulations 

authorising the appointment of sub committees that 

may from time to time be prescribed by the Directors. 

36 DUTIES OF DIRECTORS TO KEEP MINUTES 

36.1 The Directors shall cause minutes to be made of - 

36.1.1 all appointments of officers made by the 

Directors; 

36.1.2 the names of the Directors present at each 

Meeting of the Directors; 

36.1.3 all resolutions and proceedings at each Meeting 

of the Company or any class of Members of the 

Company; 

36.1.4 all resolutions passed by the Directors under 

article 38.13 

and of all meetings of the Directors. 

36.2 Minutes of any resolutions and proceedings 

mentioned in article 36.1 appearing in one of the 





87

minute books of the Company, shall be proof of the 

facts therein stated if signed by - 

36.3 any person purporting to be the chairman of the 

Meeting to which it relates; or 

36.3.1 any person present at the Meeting and 

appointed by the Directors to sign in the 

chairman’s stead; or 

36.3.2 the chairman of a subsequent Meeting of the 

Directors. 

36.4 Any extracts from or copy of those minutes purporting 

to be signed by 

36.4.1 the chairman of that Meeting; or 

36.4.2 any Director; or 

36.4.3 the Secretary, 

shall be prima facie proof of the facts therein stated. 

37 EXECUTIVE DIRECTORS 

37.1 The Directors may from time to time appoint - 

37.1.1 managing and other executive Directors (with or 

without specific designation) of the Company; 

37.1.2 any Director to any other executive office with 

the Company, 

as the Directors shall think fit, for a period as the 

Directors shall think fit, and may from time to time 

remove or dismiss such persons from office and 

appoint another or others in his or their place or 

places. 

37.2 Any Director appointed in terms of article 37.1 - 

37.2.1 shall not (subject to the provisions of the 

contract under which he is appointed) whilst 

he continues to hold that position or office, be 

subject to retirement; 

37.2.2 shall not, during the currency of such 

appointment, be taken into account in 

determining the Directors to retire by rotation; 

and 

37.2.3 shall be subject to the same provisions as to 

removal as the other Directors of the Company, 

and if he ceases to hold office as a Director, his 

appointment to such position or executive office 

shall ipso facto terminate, without prejudice to 

any claims for damages which may accrue to 

him as a result of such termination. 

37.3 If the provisions regarding the retirement of Directors 

by rotation apply, only a minority of the Directors may 

be so appointed on the basis that they shall not be 

subject to retirement by rotation. 

37.4 The remuneration of a Director appointed to any 

position or executive office in terms of article 37.1 – 

37.4.1 shall be determined by a disinterested quorum 

of the Directors or a remuneration committee 

appointed by the Directors; 

37.4.2 shall be in addition to or in substitution of any 

ordinary remuneration as a Director of the 

Company, as the Directors may determine; 

37.4.3 may consist of a salary or a commission on 

profits or dividends or both, as the Directors 

may direct. 

37.5 The Directors may 

37.5.1 from time to time confer upon a Director 

appointed to any position or executive office 

in terms of article 37.1 any or all powers 

exercisable under the Articles by the Directors; 

37.5.2 confer such powers for such time and to be 

exercised for such objects and purposes and 

upon such terms and conditions and with such 

restrictions, as they think expedient; 

37.5.3 confer such powers with or to the exclusion of or 

in substitution for any powers of the Directors; 

37.5.4 from time to time revoke, withdraw or vary such 

powers. 

38 PROCEEDINGS OF DIRECTORS AND COMMITTEES 

38.1 The Directors may meet for the despatch of 

business, adjourn, and otherwise regulate their 

meetings as they think fit, subject to the provisions 

of the New Companies Act after the New Companies 

Act Effective Date. 

38.2 Until otherwise determined by the Directors, 2 (two) 

Directors shall constitute a quorum. 

38.3 The chairman may at any time, and the Secretary, 

upon the request of a Director shall at any time, 

convene a Meeting of the Directors, provided that 

after the New Companies Act Effective Date, a 

Director authorised by the Directors (1) may call a 

Meeting of the Directors at any time; and (2) must 

call such a meeting if required to do so by at least 

25% (twenty five percent) of the Directors, in the 

case that the Company has at least 12 (twelve) 

directors; or 2 (two) Directors, in any other case. 

38.4 The Directors shall determine the number of days’ 

notice to be given for Directors’ meetings, and the 

Form of that notice. 

38.5 The Directors in office may act notwithstanding any 

vacancy in their body, but if and so long as their 

number is below the minimum number fixed in 

accordance with the Articles, they may act only for 

the purpose of filling up vacancies in their body or of 

summoning General Meetings of the Company, but 

not for any other purpose. 

38.6 A Director who is not in South Africa shall not be 

entitled to notice of any Meeting, but it shall be given 

to his/her alternate if his/her alternate is in South 

Africa. 


38.7.1 elect a chairman and up to 2 (two) deputy 

chairmen (to act in the absence of the 

chairman) of their meetings; 

38.7.2 determine the period for which they are to hold 

office, which period shall not exceed 5 (five) 

Years. 

38.8 If no chairman or deputy chairman is elected, or if 

at any Meeting the chairman or deputy chairman 

is not present within 5 (five) minutes after the time 

appointed for holding the Meeting, the Directors 

present shall choose 1 (one) of their number to be 

chairman at such Meeting. 

38.9 All issues arising at any Meeting shall be decided by 

a majority of votes. 

38.10 The chairman shall not have a 2nd (second) or 

casting vote. 

38.11 In the case of a quorum of 2 (two) Directors, the 

chairman shall not have a casting vote if only 2 (two) 

Directors are present at the Meeting. 

38.12 A Meeting of the Directors at which a quorum is 

present shall be entitled to exercise all or any of the 

powers, authorities and discretions conferred by or 

in terms of the Articles or which are vested in or are 

exercisable by the Directors generally. 

38.13 A resolution in writing signed – 

38.13.1 by all the Directors; or 

38.13.2 in South Africa, by a majority of Directors who 

are present at the time in the Republic of South 

Africa when the resolution in question is signed 

by the first of such Directors, which resolution 

is then inserted into the minute book, 

shall be as valid and effectual as a resolution 

passed at a Meeting of the Directors duly called and 

constituted. 

38.14 Such resolutions - 

38.14.1 may consist of 1 (one) or more documents so 

signed; 

38.14.2 shall have regard to the provisions of section 

236 of the Companies Act; 

38.14.3 shall be delivered to the Secretary without 

delay, and shall be recorded by him in the 

Company’s minute book. 

38.15 Such resolution shall be deemed to have been 

passed on the day it was signed by the last Director 

or alternate Director who is entitled to sign it. 

38.16 A resolution referred to in article 38.13 which 

is not signed either in person or by Electronic 

Communication by all the Directors stated therein or 

their alternates, shall be inoperative until confirmed 

by a Meeting of Directors. 

38.17 The meetings and proceedings of any committee 

consisting of 2 (two) or more Directors shall be 

governed by the provisions hereof in regard to 

meetings and proceedings of the Directors so 

far as the same are applicable thereto and are 





89

not superseded by any regulations made by the 

Directors. 

38.18 All acts performed by the Directors or by a committee 

of Directors or by any person acting as a Director or 

a member of a committee shall, notwithstanding 

that it may afterwards be discovered that there was 

some defect in the appointment of the Directors or 

other persons acting as aforesaid, or that any of 

them were disqualified from or had vacated office, 

be as valid as if every such person had been duly 

appointed and was qualified and had continued to 

be a Director or member of such committee. 

39 INDEMNITY 

39.1 To the extent such indemnity may be given in 

compliance with the Companies Act prior to the 

New Companies Act Effective Date, every Director, 

manager, Secretary, auditor and officer of the 

Company shall be indemnified out of the funds of the 

Company against 

39.1.1 all liabilities incurred by him in that capacity; 

39.1.2 expenditure incurred by him in defending 

any proceedings, whether civil or criminal 

relating to the affairs of the Company, in which 

judgement is given in his favour, or in which he 

is acquitted; or 

39.1.3 costs in connection with any application under 

section 248 of the Companies Act in which 

relief is granted to him by the Court. 

39.2 To the extent such indemnity may be given in 

compliance with the Companies Act prior to the 

New Companies Act Effective Date, every such 

person shall be indemnified by the Company against 

all costs, losses and expenses for which any such 

person may become liable by reason of 

39.2.1 any contract entered into; or 

39.2.2 any act done by him, 

in his capacity as Director, Secretary, manager, auditor 

or officer of the Company or in any way in the discharge 

of his duties. 

39.3 Prior to the New Companies Act Effective Date and 

subject to the provisions of the Companies Act, no 

Director, manager, Secretary, auditor, officer or 

employee or the Company shall be liable for – 

39.3.1 any act, receipt, neglect or fault of any other 

such officer or employee of the Company; or 

39.3.2 joining in any receipt or other act; or 

39.3.3 loss or expense suffered by the Company 

through the insufficiency or deficiency of title to 

any property acquired on the instructions of the 

Directors for and on behalf of the Company; or 

39.3.4 the insufficiency or deficiency of any security in 

or upon which any of the money of the Company 

was invested; or 

39.3.5 any loss or damage arising from the insolvency 

or delict of any person with whom any moneys, 

Securities or effects were deposited; or 

39.3.6 any loss or damage occasioned by any error of 

judgement or oversight on his part; or 

39.3.7 any other loss, damage or misfortune whatever 

which the Company may suffer in the execution 

of or in relation to his duties of office, 

unless the same occurs through a breach of his/her 

fiduciary duties, or own dishonesty. 

39.4 With effect from the New Companies Act Effective 

Date, the Company may – 

39.4.1 advance expenses to a Director or directly or 

indirectly indemnify a Director in respect of 

the defence of legal proceedings, as set out in 

section 78(4) of the New Companies Act; 

39.4.2 indemnify a Director in respect of liability as set 

out in section 78(5) of the New Companies Act; 

and/or 

39.4.3 purchase insurance to protect the Company or 

a Director as set out in section 78(7) of New 


and the power of the Company in this regard is not 

limited, restricted or extended by these Articles. 

PART VI - PROFIT 

40 DIVIDENDS 

40.1 Subject to the provisions of the Companies Act, the 

Company in General Meeting or the Directors may 

from time to time declare a dividend. 

40.2 No dividend shall be declared or paid otherwise than 

in accordance with the provisions of the Companies 

Act and no dividend shall bear interest against the 

Company except as otherwise provided under the 

conditions of issue of the Shares in respect of which 

such dividend is payable. 

40.3 Dividends may be declared either free of or subject 

to the deduction of income tax and any other tax 

or duty in respect of which the Company may be 

chargeable. 

40.4 The Directors may from time to time declare and 

pay to the Members such interim dividends as the 

Directors consider to be justified. 

40.5 The Directors may also pay the fixed dividend 

payable on any Share of the Company bearing a 

fixed dividend half Yearly or on fixed dates, as the 

Directors may deem fit. 

40.6 Unless otherwise determined by the Directors, 

dividends shall be declared payable to Members 

registered as at a date subsequent to the date of 

declaration or date of confirmation of the dividend, 

whichever is the later. 

40.7 No larger dividend shall be declared by the Company 

in General Meeting than is recommended by the 

Directors, but the Company in General Meeting may 

declare a smaller dividend. 

40.8 All unclaimed dividends shall be held by the 

Company in trust until claimed, provided that 

dividends unclaimed for a period of 3 (three) years 

from the date on which they were declared may be 

declared forfeited by the Directors for the benefit 

of the Company. All unclaimed monies, other than 

dividends, that are due to a member/s shall be held 

by the Company in trust for an indefinite period until 

lawfully claimed by such member/s. 

40.9 Any dividend, interest or other sum payable in cash 

to the holder of a Share may be paid by cheque or 

warrant sent by post, addressed to - 

40.9.1 the holder at his registered Address; or 

40.9.2 in the case of joint holders, the holder whose 

name stands first in the register in respect of 

the Share, at his registered Address; or 

40.9.3 such person and at such Address as the holder 

or joint holders may in writing direct. 

40.10 Every such cheque or warrant shall - 

40.10.1 be made payable to the order of the person to 

whom it is addressed; 

40.10.2 be sent at the risk of the holder or joint holders. 

40.11 The Company shall not be responsible for the loss 

in transmission of any cheque or warrant or of any 

document (whether similar to a cheque or warrant or 

not) sent by post as aforesaid. 

40.12 A holder or any 1 (one) of 2 (two) or more joint 

holders, or his or their agent duly appointed in 

writing, may give valid receipts for any dividends or 

other moneys paid in respect of a Share held by such 

holder or joint holders. 

40.13 When such cheque or warrant is paid, it shall 

discharge the Company of any further liability in 

respect of the amount concerned. 

40.14 A dividend may also be paid in any other way 

determined by the Directors, and if the directives of 

the Directors in that regard are complied with, the 

Company shall not be liable for any loss or damage 

which a Member may suffer as a result thereof. 

40.15 Any dividend may be paid wholly or in part - 

40.15.1 by the distribution of specific assets; or 

40.15.2 by the issue of paid up Shares or Debentures of 

the Company or of any other company; or 

40.15.3 in cash, 

or in any other way which the Directors or the 

Company in General Meeting may at the time of 

declaring the dividend determine. 





91

40.16 Where any difficulty arises in regard to such payment 

or distribution, the Directors may settle that difficulty 

as they think expedient and in particular may fix the 

value which shall be placed on such specific assets 

on distribution. 


40.17.1 determine that cash payments shall be made 

to any Member on the basis of the value so 

fixed in order to secure equality of distribution; 

40.17.2 vest any such assets in trustees upon such 

trusts for the benefit of the persons entitled to 

the dividend as the Directors deem expedient. 

40.18 The Directors may from time to time make such 

regulations as they may think fit regarding the 

payment of dividends to Members having registered 

addresses outside South Africa. 

40.19 Such regulations may provide for the payment of 

such dividends in any foreign currency, the rate of 

exchange at which such payment shall be made and 

any other similar matters. 

41 PAYMENTS TO MEMBERS 

41.1 The Company may subject to the provisions of the 

Companies Act make payments of whatever nature 

to its Members, provided that no payments of a 

capital nature shall be called up by the Company. 

41.2 The provisions of article 40 regarding methods 

of payment shall apply mutatis mutandis to any 

payments made in terms of this article 41. 

41.3 The Company shall hold all monies due to Members, 

other than dividends, in trust indefinitely until such 

monies are lawfully claimed by the relevant Member. 

42 RESERVES 

42.1 The Directors may, before recommending any 

dividend, whether preferential or otherwise, or any 

other payment to Members, set aside out of the 

profits of the Company such sums as reserves as 

they think proper. 

42.2 Such reserves may at the discretion of the Directors 

be applied for any permissible purpose and until so 

applied, may, at the like discretion - 

42.2.1 be employed in the business of the Company 

without being separated from the other assets 

of the Company; or 

42.2.2 be invested. 

42.3 The Directors may in their sole discretion carry 

forward any profits which they may think prudent not 

to distribute, without placing the same to reserve. 


42.4.1 divide any such reserve into any such funds as 

they may deem fit; 

42.4.2 consolidate such funds or any part thereof in 1 

(one) fund. 

43 CAPITALISATION 

The Company in General Meeting may upon the 

recommendation of the Directors 

43.1 at any time resolve that it is desirable to capitalise all 

or any part of the amount then standing to the credit 

of - 

43.1.1 any of the Company’s reserves; or 

43.1.2 any Share premium account or capital 

redemption reserve fund; or 

43.1.3 the income statement, 

otherwise available for distribution and not required 

for the payment of the fixed dividends on any 

preference Shares of the Company; 

43.2 resolve that such amount be appropriated for 

distribution among the Members or any class of 

Members in the same ratio as they would be entitled 

thereto if distributed by way of dividend on the basis 

that it shall not be paid in cash but shall be applied 

in paying up in full unissued Shares or Debentures 

then to be allotted and issued, credited as fully 

paid up to such Members (to which resolution the 

Directors shall give effect). 

44 DIRECTORS’ POWERS ON CAPITALISATION OR 

DISTRIBUTION 

44.1 If any difficulty arises in regard to any distribution 

under any of the 4 (four) preceding Articles, the 

Directors may settle the same as they deem fit. 

44.2 The Directors are generally authorised to do all acts 

and things required to give effect to the provisions of 

articles 40, 41, 42 and 43, whether by - 

44.2.1 providing that fractions shall be ignored 

altogether; or 

44.2.2 payment in cash or otherwise, as the Directors 

think fit, in the case of Shares or Debentures 

distributable in fractions. 

44.3 The Directors may also appoint any person to enter, 

on behalf of all Members entitled to the benefit of 

such appropriations and applications or to participate 

in such distributions, into any contract requisite for 

giving effect thereto, and such appointment and 

contract shall be binding on all such Members. 

45 PRE-ACQUISITION PROFITS 

45.1 Where any asset, business or property is bought by 

the Company as from a past date upon the terms 

that the Company shall as from that date take the 

profits and bear the losses thereof, such profits or 

losses (as the case may be) shall - 

45.1.1 at the discretion of the Directors; and 

45.1.2 so far as the law allows, 

be credited or debited wholly or in part to a revenue 

account. 

45.2 The amount so credited or debited shall, for the 

purposes of ascertaining the amount available 

for dividends, be treated as a profit or loss arising 

from the business of the Company and the amount 

available for dividends shall be adjusted accordingly. 

PART VII - FINANCIAL REPORTING 

46 ACCOUNTING RECORDS 

46.1 The Directors shall cause to be kept such accounting 

records as are prescribed by the Companies Act. 

46.2 The accounting records shall be kept at the Office or 

(subject to the provisions of the Companies Act) at 

such other place as the Directors think fit, and shall 

at all times be open to inspection by the Directors. 

46.3 A copy of all financial statements (including every 

document required by law to be annexed thereto) 

which are to be laid before the Company in annual 

General Meeting, together with copies of the 

Directors’ and auditors’ reports, shall be delivered 

or sent by post to the registered Address of each 

Member or holder of Debentures, or by means 

of Electronic Communication to such address as 

may be supplied by each Member or holder of 

Debentures to the Company for that purpose and 

to every person entitled to a notice of the General 

Meeting. Where applicable, such number of copies 

of the documents referred to in article 46.3 shall be 

forwarded to the Secretary or other proper officer 

of any stock exchange on which any Shares of the 

Company are listed as may be required under that 

stock exchange’s regulations or practice. 

46.4 The documents referred to in article 46.3 shall be 

sent at least 21 (twenty one) days before such annual 

General Meeting at which they will be considered. 

46.5 The documents referred to in article 46.3 need not 

be sent to - 

46.5.1 any person who is not entitled to receive notice 

of General Meetings of the Company or whose 

Address is not known to the Company; or 

46.5.2 more than 1 (one) of the joint holders of any 

Shares or Debentures. 

47 AUDITORS 

47.1 Auditors shall be appointed and their duties 

regulated in accordance with the provisions of the 


47.2 Subject to the provisions of the Companies Act, all 

acts done by any person acting as auditor shall be 

valid against all persons dealing in good faith with 





93

the Company, notwithstanding any defect in his 

appointment. 

47.3 All accounts when audited and approved by 

an annual General Meeting shall be deemed 

conclusively correct and shall not be re opened. 

48 SUBSIDIARY COMPANIES 

If the Company is a holding company, unless the 

Directors decide otherwise, the Directors’ report 

attached to the financial statements issued by the 

Company pursuant to the Companies Act shall disclose 

full details of - 

48.1 all special resolutions; and 

48.2 all resolutions passed at General Meetings of the 

Company’s subsidiary companies, 

since the date of the Directors’ report attached to the 

previous annual financial statements of the Company. 

PART VIII - ADMINISTRATION 

49 SECRETARY 

49.1 The Directors shall appoint a Secretary and may 

dismiss such Secretary. 

49.2 Any casual vacancy in the Office of Secretary shall be 

filled by the Directors within 90 (ninety) days of the 

vacancy occurring, failing which the Company shall 

and any Director may, within 7 (seven) days after the 

expiration of the 90 (ninety) day period, lodge with 

the Registrar a notice to that effect. 

49.3 During any period that the Office of Secretary is 

vacant, the Directors may generally or specifically 

authorise any officer of the Company to carry out 

certain or all of the Secretary’s duties. 

49.4 Where the Companies Act or the Articles provide that 

an act be performed by a Director and the Secretary 

it shall not be performed validly if performed by 

the same person acting both as Director and as 

Secretary. 

49.5 The Directors may appoint a body corporate or 

partnership to hold the Office of Secretary, provided 

that at least 1 (one) person in the employment of 

that body corporate or partnership has the requisite 

knowledge and experience to carry out the duties of 

a Secretary. 

49.6 A change in membership of a body corporate 

which holds office as Secretary shall not constitute 

a casual vacancy in the Office of Secretary as 

envisaged in article 49.3, provided that the body 

corporate continues to have at least 1 (one) person 

in its employment who has the requisite knowledge 

and experience to carry out the duties of a Secretary. 

49.7 A change in the composition of a partnership which 

holds office as Secretary shall not constitute a 

casual vacancy in the Office of Secretary, provided 

that the new partnership continues to have at least 

1 (one) person who has the requisite knowledge and 

experience to carry out the duties of a Secretary. 

50 SEAL 

50.1 The Company may have a Seal on which its name 

shall be engraved in legible characters. 

50.2 The Seal of the Company, if any, shall only be affixed 

to a document if - 

50.2.1 a resolution of the Directors or of a committee 

of Directors grants such authority; or 

50.2.2 subject to article 7, 1 (one) Director and the 

Secretary (or such other person as the Directors 

may appoint for the purpose) shall sign the 

document to which the Seal of the Company is 

to be affixed. 

51 AUTHENTICATION OF DOCUMENTS 

51.1 Any Director or the Secretary or any person appointed 

by the Directors for the purpose shall have power to 

authenticate - 

51.1.1 the Memorandum and the Articles; 

51.1.2 any resolutions passed by the Company or the 

Directors; 

51.1.3 any books, records, documents and accounts 

relating to the business of the Company, 

and to certify copies thereof or extracts therefrom as 

true copies or extracts. 

51.2 Where any books, records, documents or accounts 

are elsewhere than at the Office, the local manager 

or other officer of the Company or other person 

having the custody thereof shall be deemed to be 

a person duly appointed by the Directors for the 

abovementioned purpose. 

51.3 Subject to the provisions of the Companies Act, a 

Member shall not be entitled to demand that - 

51.3.1 any book, document or record be shown to him; 

51.3.2 any information concerning the Company’s 

affairs be disclosed to him, 

if the Directors in their sole and absolute discretion 

(which may not be disputed) consider that it is 

not in the Company’s interest to show that book, 

document or record to the Member, or to disclose 

that information to him, provided that after the New 

Companies Act Effective Date, any person who holds 

a beneficial interest in any Security issued by the 

Company shall be entitled to access to the records 

of the Company set out in section 26.1 of the New 

Companies Act in the manner provided for in that 

section. 

52 NOTICES 

52.1 Any notice or other document may be served by the 

Company upon a beneficial Member by - 

52.1.1 delivering it to him personally; or 

52.1.2 sending it by post in a prepaid letter, envelope 

or wrapper, addressed to such Member at his 

registered Address; or 

52.1.3 sending it by Electronic Communication to 

such Member at an Address for the time being 

notified for that purpose to the Company. 

52.2 Any Member in the Register of Members whose 

Address is not an Address within South Africa or any 

country where a branch register is kept, who from 

time to time furnishes the Company with an Address 

within South Africa or such country at which notices 

can be served upon him, shall be entitled to have 

notices served upon him at such Address. 

52.3 Save as determined in the Articles or in the 

Companies Act, no Member other than a registered 

Member whose Address appears in the Register of 

Members in South Africa or any country where a 

branch register is kept, shall be entitled to receive 

any notice from the Company. 

52.4 The holder of a Share warrant shall, unless it be 

otherwise provided by the conditions of issue of the 

Share warrant, be entitled in respect thereof only to 

notice of a General Meeting by advertisement. 

52.5 Should it be desired to give notice by advertisement, 

such notice shall, subject to the provisions of the 

Companies Act, be advertised in - 

52.5.1 a leading daily newspaper published in 

Johannesburg; and 

52.5.2 where the Office is situated outside the Gauteng 

Province, in a newspaper circulating in the town 

or district in which the Office is situate. 

52.6 Where a branch register or Transfer Office has 

been established, such advertisement shall also 

be inserted in at least 1 (one) leading newspaper 

circulating in the town or district in which such 

branch register or Transfer Office is located. 

52.7 In the case of joint holders of a Share, all notices 

shall, unless such holders request otherwise in 

writing and the Directors agree, be given to that 

holder whose name stands first in the register. 

52.8 A notice so given shall be deemed sufficient notice to 

all the joint holders. 

52.9 Any notice or other document, if served by post, shall 

be deemed to have been served at the time when the 

same was posted, and in proving such service it shall 

be sufficient to prove that the notice or document 

was properly addressed, stamped and posted. 

52.10 Any notice or other document, if sent by the Company 

utilising Electronic Communication shall be deemed 

to have been served at the time at which the 

Company releases the Electronic Communication. 





95

NOTICE OF ANNUAL GENERAL MEETING 

52.11 Every person who in any way whatever shall become 

entitled to any Share, shall be bound by every notice 

in respect of such Share which, prior to his name 

and Address being entered in the register, shall have 

been given to the person from whom he derived his 

right or title to such Share. 

52.12 Any notice or other document delivered or sent by 

post to the registered Address of any Member in 

terms of the Articles shall, notwithstanding that - 

52.12.1 such Member is under Legal Incapacity; 

52.12.2 the Company had notice of his Legal Incapacity, 

be deemed to have been duly served in respect of 

any Share registered in the name of such Member 

as sole or joint holder. 

52.13 The provisions of article 52.12 shall not apply if his 

name has, at the time of the service or despatch 

of the notice or document, been removed from the 

Register of Members as the holder of the Share. 

52.14 Service in terms of article 52.12 shall for all purposes 

of the Articles be deemed a sufficient service of 

such notice or document on all persons interested 

(whether jointly with or as claiming through or under 

him) in the Share. 

52.15 Notice of General Meetings shall be sent to each 

person entitled to vote at such Meeting who has 

elected to receive such documents. 

52.16 All notices of General Meetings shall be announced 

through SENS. 

52.17 Save as otherwise expressly provided, where a given 

number of days’ notice, or notice extending over any 

period, is required to be given, the day of service 

shall not be counted in the number of days or other 

period. 

53 ELECTRONIC MEDIA 

Notwithstanding anything to the contrary contained 

in these Articles, but subject to and to the extent not 

permissible by the provisions of the Companies Act, or 

after the New Companies Act Effective Date, the New 

Companies Act, the Company may – 

53.1 send any formal notice to any Member; 

53.2 communicate with and provide any information to 

any Member for any purpose, 

by means of Electronic Communications. 

PART IX - DISSOLUTION 

54 WINDING-UP 

54.1 If the Company is wound up the liquidator may, with 

the sanction of a special resolution of the Members, 

divide among the Members in specie or kind the 

whole or any part of the assets of the Company and 

may for such purpose 

54.1.1 set a value which he deems fair upon any asset; 

and 

54.1.2 determine how the division shall be carried out 

as between the Members or different classes 

of Members. 

54.2 The liquidator may, with the sanction of a special 

resolution of the Members, vest the whole or any 

part of the assets in trustees upon trusts for the 

benefit of the Members or any of them. 

54.3 Any such resolution may provide for and sanction 

a distribution of specific assets amongst different 

classes of Members contrary to their existing 

rights, but each Member shall in that event have 

a right of dissent and other ancillary rights in the 

same manner as if such resolution were a special 

resolution passed pursuant to the provisions of the 

Companies Act, or after the New Companies Act 

Effective Date, the New Companies Act,. 

Village Main Reef Gold Mining Company (1934) Limited 

(Registration number 1934/005703/06) 

(Incorporated in the Republic of South Africa) 

JSE code: VIL ISIN: ZAE000007720 

(“Village” or “the company”) 

Notice of annual general meeting 

Notice is hereby given that the annual general meeting of the 

company’s shareholders will be held at the offices of Macquarie 

First South Advisers (Proprietary) Limited The Place, 1 Sandton 

Drive, Southwing, Sandown on Thursday, 9 December 2010 at 

10:00 for the purpose of considering, and if deemed fit, passing 

with or without modification, the resolutions set out below in 

the manner required by the Companies Act No 61 of 1973, as 

amended (the “Act”): 

1. Ordinary resolution 1: Adoption of the annual financial 

statements 

“RESOLVED THAT the annual financial statements of the 

company for the year ended 30 June 2010, together with 

the directors’ report and the report of the auditors be and 

are hereby received and adopted.” 

2. Ordinary resolution 2: Re-election of directors 

“RESOLVED THAT the following individuals be and are 

hereby re-elected as directors of the company in terms of 

the company’s articles of association by way of separate 

resolutions: 

2.1 Mr Ferdi Dippenaar 

2.2 Mr Clinton Halsey 

2.3 Mr Roy Pitchford 

2.4 Ms Khethiwe McClain 

2.5 Mr David Noko 

2.6 Mr Phiway Mbuyazi 

2.7 Mr Keith Scott 

2.8 Mr Dorian Wrigley 

Abbreviated curricula vitae of the directors offering 

themselves for re-election are set out on pages 4 and 5 of 

this annual report. 

3. Ordinary resolution 3: Re-appointment of auditors 

“RESOLVED THAT PricewaterhouseCoopers Inc. (Designator 

auditor: Mr D Shango) be and is hereby re-appointed as 

the independent auditors of the company and that the 

directors be and are hereby authorised to determine the 

auditors’ remuneration for the past year.” 

4. Ordinary resolution 4: Non-executive directors’ 

remuneration 

“RESOLVED THAT the fees listed below be and are hereby 

approved for payment to the non-executive directors with 

effect from 1 July 2010: 

Chairman of the board 

R250 000 per annum 

Director’s fees 

R150 000 per annum 

Additional fees: 

Chairman of the Audit Committee R60 000 per annum 

Member of the Audit Committee R40 000 per annum 

Chairmen of other committees R30 000 per annum 

Member of other committees R20 000 per annum” 

5. Ordinary resolution 5: To place unissued shares under 

directors’ control 

“RESOLVED THAT the authorised but unissued share 

capital of the company, from time to time, be placed under 

the control of the directors of the company until the next 

annual general meeting and that the directors be and are 

hereby authorised, subject to the Companies Act of 1973 

and the Listings Requirements of the JSE Limited to allot 

and issue such unissued shares at such times, to such 

persons, for such consideration and on such other terms 

and conditions as the directors of the company may in their 

discretion deem fit.” 

6. Ordinary resolution 6: General authority to issue shares 

for cash 

“RESOLVED THAT pursuant to the articles of association of 

the company, the Companies Act of 1973 and the Listings 

Requirements of the JSE Limited (“JSE”), the directors 

of the company be and are hereby authorised, until the 

next annual general meeting of the company (when this 

authority shall lapse unless it is renewed at that annual 





97

general meeting, provided that this authority not extend 

terms of an approved general issue for cash representing, 

of 20% in aggregate of the company’s issued share 

Requirements of the JSE. 

beyond 15 months from the date of this resolution), to allot 

on a cumulative basis within a financial year, 5% or more of 

capital in any one financial year; 

and issue ordinary shares for cash subject to the following 

the number of ordinary shares in issue prior to that issue, 

• the general repurchase by the subsidiaries of the 

Directors’ statement regarding the utilisation of the 

conditions: 

the company shall publish an announcement containing 

company shall be limited to a maximum of 10% in 

authority sought 

full details of such issue/s (including the number of 

aggregate of the company’s issued share capital; 

The directors of the company have no specific intention 

a) the allotment and issue of ordinary shares for cash shall 

ordinary shares issued, the average discount to the 

• the repurchase shall not be made at a price greater 

to implement any share repurchases pursuant to the 

be made only to persons qualifying as public shareholders 

weighted average traded price of the shares over the 30 

than 10% above the weighted average of the 

provisions of special resolution number 1, but will, however, 

and not to related parties, all as defined in the Listings 

days prior to the date that the price of the issue is agreed 

market value for the securities for the five business 

continually review the company’s position, having regard 

Requirements of the JSE; 

in writing between the issuer and the party/ies subscribing 

days immediately preceding the date on which the 

to the prevailing circumstances and market conditions, in 

b) the ordinary shares which are the subject of general issues 

for the ordinary shares and the effects of the issue on the 

transaction was effected; 

considering whether to effect the provisions of this special 

for cash: 

net asset value per share, net tangible asset value per 

• the repurchase shall not take place during a prohibited 

resolution. 

– shall not in the aggregate in any one financial year of the 

share, earnings per share, headline earnings per share 

period as defined in the Listings Requirements of 

company (commencing 1 July 2010) exceed 15% of the 

and, if applicable, diluted earnings and headline earnings 

the JSE unless there is a repurchase programme 

Directors’ opinion relating to the repurchases of shares 

company’s relevant number of ordinary shares in issue of 

per share). 

in place and the dates and quantities of securities 

After considering the effect of the maximum repurchase in 

that class (taking into account the dilution effect, in the 

to be traded during the prohibited period are fixed 

terms of special resolution number 1, the directors of the 

year of issue of options/convertible securities, by including 

Note: In terms of the Listings Requirements of the JSE, a 

and full details thereof have been disclosed in an 

company are of the opinion that for a period of 12 months 

the number of any shares that may be issued in the 

75% majority of the votes cast by shareholders present 

announcement over SENS prior to commencement 

from the date of this notice of annual general meeting: 

future arising out of the issue of such options/convertible 

or represented by proxy at the annual general meeting 

of the prohibited period; 

• the company and the Group will be able, in the 

securities); 

must be cast in favour of ordinary resolution 6 for it to be 

• the company shall publish an announcement after it 

ordinary course of business to repay their debts; 

– of a particular class, will be aggregated with any shares 

approved. 

or its subsidiaries have cumulatively repurchased 3% 

• the assets of the company and the Group will be 

that are compulsorily convertible into shares of that class, 

and, in the case of the issue of compulsorily convertible 

SPECIAL BUSINESS 

of the number of ordinary shares in issue at the time 

that the shareholders’ authority for the purchase is 

in excess of the liabilities of the company and the 

Group, the assets and liabilities being recognised 

shares, aggregated with the shares of that class into which 

7. Special Resolution number 1: General authority to 

granted and for each 3% in aggregate of the initial 

and measured in accordance with the accounting 

they are compulsorily convertible; and 

repurchase shares 

number acquired thereafter; 

policies used in the latest audited annual group 

– shall be based on the number of ordinary shares of 

“RESOLVED THAT the company approves, as a general 

• the company shall remain in compliance with 

financial statements; 

that class in issue added to those that may be issued in 

authority contemplated in section 85 of the Companies Act 

the Listings Requirements of the JSE concerning 

• the share capital and reserves of the company and 

future (arising from the conversion of options/convertible 

of 1973 (“Act”), the acquisition by the company (or by a 

shareholder spread after such repurchase; and 

the Group will be adequate for ordinary business 

securities), at the date of such application, less any shares 

subsidiary of the company) of ordinary shares issued by 

• at any point in time, the company shall appoint only 

purposes; 

of the class issued, or to be issued in future arising from 

the company on such terms and conditions and in such 

one agent to effect any repurchases on its behalf. 

• the working capital of the company and the Group 

options/convertible securities issued during the current 

amounts as the directors of the company may determine, 

will be adequate for ordinary business purposes. 

financial year, plus any shares of that class, to be issued 

but subject always to the provisions of the Act and the 

Note: In order for special resolution number 1 to be 

pursuant to a rights issue which has been announced, 

Listings Requirements of the JSE Limited (“JSE”), which 

approved, at least 75% of the votes of the company’s 

Other disclosures in terms of paragraph 11.26 of the 

is irrevocable and is fully underwritten or an acquisition 

general authority shall endure until the next annual 

ordinary shareholders present in person or represented 

Listings Requirements of the JSE 

(which has had final terms announced) may be included 

general meeting of the company (when this approval shall 

by proxy at the annual general meeting, must be cast in 

The following additional information, some of which may 

as though they were ordinary shares in issue at the date of 

lapse unless it is renewed at that annual general meeting, 

favour thereof. 

appear elsewhere in the annual report of which this 

application; 

provided that this approval shall not extend beyond 

notice forms part, is provided in terms of the Listings 

c) the maximum discount at which ordinary shares may be 

15 months from the date of registration of this special 

Reason for and effect of special resolution number 1 

Requirements of the JSE for purposes of special resolution 

issued for cash is 10% of the weighted average traded price 

resolution), subject to the following limitations: 

The reason for and effect of special resolution number 1 

number 1: 

of such ordinary shares over the 30 business days prior to 

• the repurchase of securities shall be implemented 

is to authorise the company and its subsidiaries, by way 

the date that the price of the issue is agreed between the 

through the order book of the JSE trading system, 

of general authority, to repurchase the company’s issued 

• Directors and management – pages 4 and 5; 

company and the party/ies subscribing for the ordinary 

without any prior understanding or arrangement 

ordinary shares on the terms and conditions and in 

• Major beneficial shareholders – page 23; 

shares; and 

between the company and the counterparty; 

amounts to be determined by the directors of the company, 

• Directors’ interests in ordinary shares – page 24; and 

d) after the company has issued ordinary shares for cash in 

• the general repurchase shall be limited to a maximum 

subject to the Companies Act, 1973 and the Listings 

• Share capital of the company – page 49 





99

Litigation statement 

description of the company’s business activities. 

11. Ordinary resolution 8: Approval for the acquisition of 

proxy need not be a shareholder of the company. A form of proxy 

The directors of the company whose names appear on 

options in Lesego Platinum from Roy Pitchford 

is attached for the convenience of any certificated shareholder 

pages 4 and 5 of the annual report of which this notice 

forms part, are not aware of any legal or arbitration 

proceedings including proceedings that are pending or 

threatened, that may have or had in the recent past (being 

at least the previous 12 months) a material effect on the 

Group’s financial position. 

Directors’ responsibility statement 

The directors whose names appear on pages 4 and 5 of 

the annual report, collectively and individually accept full 

responsibility for the accuracy of the information set out 

in the notice of annual general meeting and the relevant 

disclosures in the annual report and certify that, to the 

best of their knowledge and belief, there are no facts that 

have been omitted which would make any statement false 

or misleading, all reasonable enquiries to ascertain such 

facts have been made and the special resolution contains 

all information required by the Act and the Listings 

Requirements of the JSE. 

Material changes 

Other than the facts and developments reported on in 

the annual report, there have been no material changes 

9. Special resolution 3: Replacement of articles of 

association 

.“RESOLVED THAT the existing articles of association of the 

company be and are hereby replaced in their entirety by the 

new set of articles of association as tabled at the meeting 

where this resolution has been passed and signed by the 

chairman of the meeting for identification purposes.” 






.Reason for and effect of special resolution 3 

.The reason for and effect of special resolution 3 is to 

replace the old and out dated articles of association of 

the company with a revised and current set of articles of 

association that not only addresses the latest requirements 

of the JSE Limited but also provides for the imminent 

replacement of the Companies Act of 1973 with the new 

Companies Act of 2008. 

“RESOLVED THAT the company be and is hereby authorised 

to acquire up to 2,043,551 options to acquire shares in 

the share capital of Lesego Platinum Mining Limited from 

Mr R A Pitchford, an independent non-executive director 

of the Company, for an acquisition consideration of R1 

027 342 and on the terms and subject to the conditions 

of the Option Acquisition Agreement, a copy of which 

has been tabled at the general meeting and initialled by 

the chairman of the general meeting for the purposes of 

identification.” 

12. Ordinary resolution 9: Specific authority to issue shares 

“RESOLVED THAT, subject to the passing of ordinary 

resolution number 8, the allotment and issue of 466,974 

new ordinary shares of R0,125 each in the share capital 

of the company to Mr R A Pitchford, an independent nonexecutive 

director of the Company, at an issue price of 

R2.20 per share as settlement of the obligations of the 

company to settle the acquisition consideration of R1 027 

342 as contemplated in ordinary resolution number 8, 

be and is hereby approved in terms of section 222 of the 

Companies Act, 1973.” 

The shares are being issued to Mr Pitchford in discharge of 

and own name registered dematerialised shareholder who 

cannot attend the annual general meeting, but who wishes to 

be represented. 

Additional forms of proxy may also be obtained on request from 

the company’s registered office. The completed forms of proxy 

must be deposited at, posted or faxed to the transfer secretaries 

at the address set out on the inside of the back cover, to be 

received by no later than 10:00 on Tuesday, 7 December 

2010. Any member who completes and lodges a form of proxy 

will nevertheless be entitled to attend and vote in person at 

the annual general meeting should the member subsequently 

decide to do so. 

On a show of hands, every shareholder of the company present 

in person or represented by proxy shall have one vote only. On 

a poll, every shareholder of the company present in person or 

represented by proxy shall have one vote for every share held in 

the company by such shareholder. 

Shareholders who have dematerialised their ordinary shares 

through a Central Securities Depository Participant (“CSDP”) 

or broker, other than own name registered dematerialised 

shareholders, and who wish to attend the annual general meeting 

in the affairs or financial position of the company and 

its subsidiaries since the company’s year end and the 

signature date of this annual report. 

8. Special resolution 2: Change of name of company 

.“RESOLVED THAT the name of the company be and is 

hereby changed from “Village Main Reef Gold Mining 

Company (1934)” to “Village Main Reef”. 






10. Ordinary resolution 7: Specific authority to issue shares 

RESOLVED THAT the allotment and issue of 5,000,000 

new ordinary shares of R0,125 each in the share capital 

of the company to Mr ZB Swanepoel, the Chief Executive 

Officer of the company, at an issue price of R2.28 per 

share, be and is hereby approved in terms of section 222 

of the Companies Act, 1973.” 

These shares are being issued to Mr Swanepoel for no cash 

consideration in lieu of a salary for his services as Chief 

Executive Officer of the company. Neither Mr Swanepoel 

nor any of his associates will be allowed to vote on this 

resolution. 

the acquisition consideration of R1 027 342 relating to the 

acquisition of certain options which Mr Pitchford held to 

acquire ordinary shares in the capital of Lesego Platinum 

Mining Limited, a subsidiary of the company. 

13. Ordinary resolution number 10: Authority to action all 

ordinary and special resolutions 

“RESOLVED THAT any one director of the company or the 

company secretary be and is hereby authorised to do 

all such things and to sign all such documents as may 

be necessary or desirable to give effect to the ordinary 

resolutions and special resolutions passed at the same 

meeting where this ordinary resolution 10 is passed.” 

Voting and proxies 

must request their CSDP or broker to issue them with a letter 

of representation. Alternatively dematerialised shareholders 

other than own name registered dematerialised shareholders, 

who wish to be represented, must provide their CSDP or broker 

with their voting instructions in terms of the agreement between 

them and their CSDP or broker in the manner and time-frame 

stipulated. 

By order of the board 

iThemba Governance and Statutory Solutions (Pty) Limited 


.Reason for and effect of special resolution 2 

.The reason for and effect of special resolution 2 is to 

change the name of the company to be a more accurate 

A shareholder of the company entitled to attend, speak and vote 

at the annual general meeting is entitled to appoint a proxy or 

proxies to attend, speak and on a poll to vote in his stead. The 

Houghton 






101

FORM OF PROXY 

Form of proxy 

Village Main Reef Gold Mining Company (1934) Limited 


(Incorporated in the Republic of South Africa) 

JSE code: VIL ISIN: ZAE000007720 

(“Village” of “the company”) 

For use by the holders of the company’s certificated ordinary shares (“certificated shareholder”) and/or dematerialised 

ordinary shares held through a Central Securities Depository Participant (“CSDP”) or broker who have selected own name 

registration (“own name dematerialised shareholders”) at the annual general meeting of the company to be held at the offices 

of Macquarie First South Advisers (Proprietary) Limited The Place, 1 Sandton Drive, Southwing, Sandown on 9 December 

2010 at 10:00 and at any adjournment thereof. 

Not for the use by holders of the company’s dematerialised ordinary shares who are not own name dematerialised 

shareholders. Such shareholders must contact their CSDP or broker timeously if they wish to attend and vote at the annual 

general meeting and request that they be issued with the necessary Letter of Representation to do so, or provide the CSDP 

or broker timeously with their voting instructions should they not wish to attend the annual general meeting in order for the 

CSDP or broker to vote thereat in accordance with their instructions. 

Each member is entitled to appoint one or more proxies (who needs not be a member(s) of the company) to attend, speak 

and, on a poll or a show of hands, vote in place of that member at the annual general meeting. 

I/We (full name) 

of (address) 

being the registered owner/s of ______________________________________ordinary shares in the company hereby 

appoint____________________________________________________or failing him/her ____________________________ or 

failing him/her, 

1. Ordinary resolution 1: Adoption of the annual financial 

statements 

2. Ordinary resolution 2: Re-election of directors 

2.1 Ferdi Dippenaar 

2.2 Clinton Halsey 

2.3 Roy Pitchford 

2.4 Khethiwe McClain 

2.5 David Noko 

2.6 Phiway Mbuyazi 

2.7 Keith Scott 

2.8 Dorian Wrigley 

3. Ordinary resolution 3: Re-appointment of auditors 

4. Ordinary resolution 4: Non-executive directors’ remuneration 

5. Ordinary resolution 5: To place the unissued shares under the 

directors’ control 

6. Ordinary resolution 6: General authority to issue shares for 

cash 

SPECIAL BUSINESS 

7. Special resolution 1: Buy back of shares 

8. Special resolution 2: Change of company name 

9. Special resolution 3: Replacement of articles of association 

10. Ordinary resolution 7: Specific issue of shares to Mr Z B 

Swanepoel 

11. Ordinary resolution 8: Approval to acquire options in Lesego 

Platinum from Mr R A Pitchford 

12. Ordinary resolution 9: Specific issue of shares to Mr R A 

Pitchford 

13. Ordinary resolution 10: Authority to action all resolutions 

Number of votes 

For* Against* Abstain* 

the chairman of the annual general meeting, as my/our proxy to act for me/us and on my/our behalf at the annual general 

meeting which will be held for the purpose of considering and, if deemed fit, passing, with or without modification, the 

special and ordinary resolutions to be proposed thereat and at any adjournment thereof; and to vote for and/or against the 

special and ordinary resolutions and/or abstain from voting in respect of the ordinary shares registered in my/our name(s), 

in accordance with the following instructions: 

* Please indicate with an “X” in the appropriate spaces below how you wish your votes to be cast. Unless otherwise instructed, 

your proxy may vote as he/she thinks fit. 

Signed this__________day of ____________________________________ 2010 

Signature_ _____________________________________________________________________________________________ 

Assisted by (if applicable)_________________________________________________________________________________ 

Please read the notes on the reverse. 



FORM OF PROXY 

FORM OF PROXY 

103

CORPORATE INFORMATION 

Notes to the form of proxy 

1. This form of proxy is to be completed only by those 

members who are: 

a) . . holding shares in certificated form; or 

b) . . recorded in the sub-register in electronic form in 

their “own name”. 

2. Members who have dematerialised their shares other 

than with own name registration and who wish to 

attend the annual general meeting must contact their 

Central Securities Depository Participant (“CSDP”) 

or broker who will furnish them with the necessary 

Letter of Representation to attend the annual general 

meeting, or they must instruct their CSDP or broker as 

to how they wish to vote in this regard. This must be 

done in terms of the agreement entered into between 

the members and their CSDP or broker. 

3. Each member is entitled to appoint one or more proxies 

(who need not be a member(s) of the company) to 

attend, speak and, on a poll or a show of hands, vote in 

place of that member at the annual general meeting. 

4. A member may insert the name of a proxy or the 

names of two alternative proxies of the member’s 

choice in the space provided, with or without deleting 

“the chairperson of the annual general meeting”. The 

person whose name stands first on the form and who is 

present at the annual general meeting will be entitled 

to act as proxy to the exclusion of those whose names 

follow. 

5. A member’s instructions to the proxy must be 

indicated by the insertion of the relevant number of 

votes exercisable by that member in the appropriate 

box(es) provided. Failure to comply with the above will 

be deemed to authorise the chairperson of the annual 

general meeting, if the chairperson is the authorised 

proxy, to vote in favour of the special and ordinary 

resolutions at the annual general meeting, or any other 

proxy to vote or to abstain from voting at the annual 

general meeting as he/she deems fit, in respect of all 

the member’s votes exercisable thereat. 

6. A member or his/her proxy is entitled but not obliged 

to vote in respect of all the ordinary shares held by 

such member. The total number of votes for or against 

the special and ordinary resolutions and in respect of 

which any abstention is recorded may not exceed the 

total number of shares held by such member. 

7. Documentary evidence establishing the authority of a 

person signing this form of proxy in a representative 

capacity must be attached to this form of proxy, 

unless previously recorded by the company’s transfer 

secretaries or waived by the chairperson of the annual 

general meeting. 

8. The chairman of the annual general meeting may 

accept or reject any form of proxy which is completed 

and/or received other than in accordance with these 

instructions, provided that he shall not accept a proxy 

unless he is satisfied as to the manner in which a 

member wishes to vote. 

9. Any alterations or corrections to this form of proxy must 

be initialled by the relevant signatory(ies). 

10. The completion and lodging of this form of proxy does 

not preclude the relevant member from attending the 

annual general meeting and speaking and voting in 

person to the exclusion of any proxy appointed by the 

member. 

11. A minor must be assisted by his/her parent/guardian 

unless the relevant documents establishing his/her 

legal capacity are produced or have been registered by 

the company’s transfer secretaries. 

12. Where there are joint holders of any shares, only that 

holder whose name appears first in the register in 

respect of such shares need sign this form of proxy. 

13. Forms of proxy must be lodged at, posted to or faxed to 

Link Market Services South Africa (Pty) Limited, at 5th 

Floor, 11 Diagonal Street, Johannesburg, 2001, (P O 

Box 4844, Johannesburg, 2000), to reach the company 

by no later than 10:00 on Tuesday, 7 December 2010. 

Date of incorporation: 25 June 1934 

Registration number: 1934/005703/06 

Directors 

Executive 

Bernard Swanepoel (Chief Executive Officer) 

Clinton Halsey (Chief Financial Officer) 

Dorian Wrigley(Chief Operating Officer) 

Dalubuhle Ncube 

Non-Executive 

Roy Pitchford* (Chairman) 

Ferdi Dippenaar* 

Khethiwe McClain* 

David Noko* 

Phiway Mbuyazi 

Keith Scott 

* Independent 

Investment Bank and Sponsor 

Macquarie First South Advisers (Proprietary) Limited 


The Place, 1 Sandton Drive, Southwing 

Sandown, 2146 

(PO Box 783745, Sandton, 2196) 

External auditors 

PricewaterhouseCoopers Inc 


2 Eglin Road 

Sunninghill 

Johannesburg, 2157 

(Private Bag X36, Sunninghill, 2157) 

Registered office 

210 Cumberland Avenue 

Bryanston, 2021 

South Africa 


Annamarie van der Merwe - BIuris LLB LLM 

iThemba Governance and Statutory Solutions (Proprietary 

Limited 


Monument Office Park, 

2nd Floor, Block 5, Suite 102 

79 Steenbok Avenue 

Monument Park, 0174 

Transfer Secretaries 

Link Market Services South Africa (Proprietary) Ltd 


5th Floor, 11 Diagonal Street 

Johannesburg, 2001 

(PO Box 4844, Johannesburg, 2000) 

Shareholders’ diary 

Annual general meeting 9 December 2010 

2011 Interim results March 2011 

2011 Financial year end 30 June 2011 

Preliminary announcement of results September 2011 

2011 Annual financial statements November 2011 

104 VILLAGE MAIN REEF 105 


FORM OF PROXY

ANNUAL REPORT 2010

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