NVFH 2020 Integrated Annual Report

Explanatory note for ordinary resolutions 6 to 8:
In accordance with Section 94 of the Act, the Company must
elect an audit committee at each annual general meeting,
comprising at least three members, which members must be
approved by shareholders at such a meeting.
The minimum percentage of voting rights that is required for
each of ordinary resolutions 7 to 9 to be adopted is 50% (fifty
percent) of the voting rights plus 1 (one) vote to be cast on
each resolution.
9. Ordinary resolution number 9 - Endorsement
of NVest’s remuneration policy
“RESOLVED THAT, the company’s remuneration policy as set
out in Part I of the Remuneration Report, be and is hereby
approved.”
Explanatory note:
In terms of King IV dealing with boards and directors, companies
are required to table their remuneration policy every year
to shareholders for a non-binding advisory vote at the AGM.
This vote enables shareholders to express their views on the
remuneration policies adopted and on their implementation.
Part I of the company’s Remuneration Report is contained on
pages 62 to 64 of this integrated annual report.
Ordinary resolution 9 is of an advisory nature only and failure
to pass this resolution will therefore not have any legal
consequences relating to existing arrangements. However,
the board will take the outcome of the vote into consideration
when considering the company’s remuneration policy.
10. Ordinary resolution number 10 -
Endorsement of the implementation of
NVest’s remuneration policy
“RESOLVED THAT, the implementation of the company’s
remuneration policy as set out in Part II of the company’s
Remuneration Report, be and is hereby approved.”
Explanatory Note:
In terms of King IV dealing with boards and directors,
companies are required to table their remuneration policy
every year to shareholders for a non-binding advisory vote
at the AGM. This vote enables shareholders to express their
views on the remuneration policies adopted and on their
implementation.
Part II of the company’s Remuneration Report is contained
on page 64 of this integrated annual report.
Ordinary resolution 10 is of an advisory nature only and
failure to pass this resolution will therefore not have any legal
consequences relating to existing arrangements. However,
the board will take the outcome of the vote into consideration
when considering the company’s remuneration policy.
Should more than 25% of the total votes cast be against
either ordinary resolutions 9 or 10, the company will issue
an announcement on the Stock Exchange News Services
(“SENS”) inviting shareholders who voted against the
resolutions to meet with members of the Remuneration and
Nomination Committee. The process to be followed will be
set out in a SENS announcement.
The minimum percentage of voting rights that is required for
each of ordinary resolutions 9 and 10 to be adopted is 50%
(fifty percent) of the voting rights plus 1 (one) vote to be cast
on each resolution.
11. Special resolution number 1 – General
authority to allot and issue shares for cash
“RESOLVED THAT, subject to the provisions of the Companies
Act, the Listings Requirements of the JSE and the company’s
memorandum of incorporation, as a general authority valid
until the next Annual General Meeting of the company and
provided that it shall not extend past 15 months from the date
of this Annual General Meeting, the authorised but unissued
ordinary shares of the company be and are hereby placed
under the control of the directors who are hereby authorised to
allot, issue, grant options over or otherwise deal with or dispose
of these 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 shares which are the subject of the issue for cash must
be of a class already in issue, or where this is not the case,
must be limited to such equity securities or rights that are
convertible into a class already in issue;
- this authority shall not endure beyond the next Annual
General Meeting of the company nor shall it endure
beyond 15 months from the date of this meeting;
- the shares must be issued only to public shareholders (as
defined in the Listings Requirements of the JSE) and not to
related parties (as defined in the Listings Requirements of
the JSE);
- Upon any issue of shares for cash which represent, on a
cumulative basis within a financial year, 5% (five percent)
of the number of shares in issue prior to that issue, the
company shall publish an announcement containing full
details of the issue, (including the number of shares issued,
the average discount to the weighted average traded
price of the shares over the 30 days prior to the date
that the price of the issue is agreed in writing between
the company and the party/(ies) subscribing for the
shares and the effects of the issue on the Statement of
Financial Position, net asset value per share, net tangible
asset value per share, the Statement of Comprehensive
Income, earnings per share, headline earnings per share,
and if applicable diluted earnings per share and diluted
headline earnings per share), or an explanation, including
supporting information (if any), of the intended use of the
funds, or any other announcements that may be required
in such regard in terms of the Listings Requirements which
may be applicable from time to time;
- the number of ordinary shares issued for cash shall not,
in the current financial year, in aggregate, exceed 50%
or 151 620 861 of the Company’s issued ordinary shares
(including securities which are compulsorily convertible
into shares of that class and excluding treasury shares)
provided that;
a) any equity securities issued under the authority during
the period contemplated above must be deducted
from the 151 620 861 ordinary shares as stated above;
and
NVest Financial Holdings Limited | INTEGRATED ANNUAL REPORT 2020 131