NVFH 2020 Integrated Annual Report

2. Ordinary resolution number 2 – Appointment
of director – Charl Herselman
“RESOLVED THAT the appointment of Charl Herselman as a
Director of the Company be and is hereby approved.”
Charl Herselman’s abridged curriculum vitae is set out on
page 17 of this integrated annual report to which this notice
is attached.
Explanatory note:
In accordance with the Memorandum of Incorporation
(“MOI”) of the Company, all directors appointed to fill a
casual vacancy or an interim appointment shall be elected
by an ordinary resolution of the shareholders at the next
general or annual general meeting of the company.
The minimum percentage of voting rights that is required for
ordinary resolution 2 to be adopted is 50% (fifty percent) of
the voting rights plus 1 (one) vote to be cast on this resolution.
3. Ordinary resolution number 3 – Director
retirement and re-election – Lusanda
Mangxamba
“RESOLVED THAT Lusanda Mangxamba, which director retires
in terms of the Company’s Memorandum of Incorporation
(“MOI”) and, being eligible, offers herself for re-election as a
director of the Company be and is hereby approved.”
Lusanda Mangxamba’s abridged curriculum vitae is set out
on page 19 of this integrated annual report to which this
notice is attached.
4. Ordinary resolution number 4 – Director
retirement and re-election – Dylan Schemel
“RESOLVED THAT Dylan Schemel, which director retires in
terms of the Company’s Memorandum of Incorporation
(“MOI”) and, being eligible, offers himself for re-election as a
director of the Company be and is hereby approved.”
Dylan Schemel’s abridged curriculum vitae is set out on
page 19 of this integrated annual report to which this notice
is attached.
Explanatory note for ordinary resolutions 3 and 4:
In accordance with the MOI of the Company, one-third of
the non-executive directors or any interim appointed nonexecutive
directors are required to retire at each annual
general meeting and may offer themselves for re-election.
In terms of the MOI the executive directors, during the period
of their service contract, are not taken into account when
determining which directors are to retire by rotation.
The minimum percentage of voting rights that is required for
each of ordinary resolutions 4 and 5 to be adopted is 50%
(fifty percent) of the voting rights plus 1 (one) vote to be cast
on each resolution.
5. Ordinary resolution number 5 – Appointment
and remuneration of auditors
“RESOLVED THAT the appointment of BDO South Africa
Incorporated as nominated by the Group’s Audit and Risk
Committee, as the independent external auditor of the
Group be and is hereby approved and that the Audit and
Risk Committee be and are hereby authorised to determine
the remuneration of the auditors. It is noted that Craig Kilian
is the individual registered auditor who will undertake the
audit for the financial year ending 28 February 2021, being
the designated auditor.
Explanatory note:
BDO South Africa Incorporated indicated their willingness
to be appointed as the Company’s auditor until the next
Annual General Meeting. The Audit and Risk Committee has
satisfied itself as to the independence of BDO South Africa
Incorporated and Craig Kilian, and has also considered the
requirements for the appointment of the audit firm and audit
partner in accordance with the JSE Listings Requirements.
Further details are set out in the Audit and Risk Committee
Report on page 58 of this integrated report.
The Audit and Risk Committee has the power in terms of the
Companies Act to approve the remuneration of the external
auditors. The remuneration paid to the auditors during the
year ended 29 February 2020 is set out in note 24 of the
Annual Financial Statements.
The minimum percentage of voting rights that is required for
this resolution to be adopted is 50% (fifty percent) of the voting
rights plus 1 (one) vote to be cast in favour of this resolution.
6. Ordinary resolution number 6 – Reappointment
of Audit and Risk Committee
member – Dylan Schemel
“RESOLVED THAT Dylan Schemel be and is hereby reappointed
as member of the Audit and Risk Committee.”
Dylan Schemel’s curriculum vitae is set out on page 19 of this
integrated annual report to which this notice is attached.
7. Ordinary resolution number 7 – Reappointment
of Audit and Risk Committee
member - Lusanda Sinegugu Mangxamba
“RESOLVED THAT Lusanda Sinegugu Mangxamba be and
is hereby re-appointed as member of the Audit and Risk
Committee.”
Lusanda Mangxamba’s curriculum vitae is set out on page 19
of this integrated annual report to which this notice is attached.
8. Ordinary resolution number 8 – Reappointment
of Audit and Risk Committee
member – Dr Lana Joy Weldon
“RESOLVED THAT Dr Lana Joy Weldon be and is hereby
approved to be appointed as a member and Chairperson
of the Audit and Risk Committee.”
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NVest Financial Holdings Limited | INTEGRATED ANNUAL REPORT 2020