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Litigation statement
The directors in office whose names appear on pages 10 and 11 of
the annual report, are not aware of any legal or arbitration
proceedings, including proceedings that are pending or threatened,
that may have or have had in the recent past, being at least the
previous 12 (twelve) months, a material effect on the group’s financial
position.
Directors’ responsibility statement
The directors in office, whose names appear on pages 10 and 11 of
the annual report, collectively and individually accept full responsibility
for the accuracy of the information pertaining to this special
resolution 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, and that all reasonable enquiries to
ascertain such facts have been made and that the special resolution
contains all information required by law and the JSE Listings
Requirements.
Material changes
Other than the facts and developments reported on in the annual
report, there have been no material changes in the affairs or financial
position of the company and its subsidiaries since the date of
signature of the audit report and up to the date of this notice.
The directors consider that such a general authority should be put in
place should an opportunity present itself for the company or a
subsidiary thereof to purchase any of its shares during the year, which
is in the best interests of the company and its shareholders.
The reason for and effect of special resolution number 1 is to grant the
directors of the company a general authority in terms of the Companies
Act and the JSE Listings Requirements for the repurchase by the
company (or by a subsidiary of the company) of the company’s shares.
10. SpeciaL reSoLution nuMber 2 – financiaL aSSiStance
To consider, and if deemed fit to pass, with or without modification,
the following special resolution:
‘Resolved as a special resolution that the terms of the revised Dinokana
guarantee (the salient terms of which are set out in the circular
annexed to the annual report of which this notice of annual general
meeting forms part) be and are hereby sanctioned by the shareholders
of the company in accordance with the provisions of section 38(2A)(b)
of the Companies Act 1973, as amended.’
reason for and effect of special resolution number 2
The reason for special resolution number 2 is to sanction the terms
upon which the revised Dinokana guarantee is to be given by the
company for the benefit of Dinokana.
The effect of special resolution number 2 is that the company will be
properly authorised to give the revised Dinokana guarantee to Depfin
for the purposes of enabling Dinokana to retain the shares that it
holds in the company, as part of the terms of the extension of the
final redemption date in terms of the preference share agreement
between Depfin and Dinokana.
NOTICE OF ANNUAL GENERAL MEETING continued
t he directors are required to make the following statement in
connection with the passing of a special resolution in terms of
section 38(2a) of the companies act:
The directors of the company, after considering the effect of the
financial assistance to be provided by the company in connection
with providing the revised Dinokana guarantee as contemplated in
special resolution number 2 above, are satisfied (as at the date of this
notice of annual general meeting) that:
� subsequent to the transaction described above for the provision
of financial assistance, the consolidated assets of the company
fairly valued will be more than its consolidated liabilities; and
� subsequent to providing the financial assistance, and for the
duration of the transaction, the company will be able to pay its
debts as they become due in the ordinary course of business.
11. SpeciaL reSoLution nuMber 3 – conSent to DirectorS’
intereStS
To consider, and if deemed fit to pass, with or without modification,
the following special resolution:
‘Resolved as a special resolution that the shareholders of the company
hereby consent to the company entering into and implementing the
revised Dinokana guarantee (the salient terms of which are set out in
the circular annexed to the annual report of which this notice of
annual general meeting forms part) as security for a portion of the
obligations of Dinokana to Depfin in terms of the preference share
agreement (as defined in the circular annexed to the annual report of
which this notice of annual general meeting forms part) in accordance
with the provisions of section 226(2)(a) of the Companies Act.’
reason for and effect of special resolution number 3
The reason for special resolution number 3 is to enable the shareholders
to provide their consent, in accordance with the provisions of
section 226(2)(a) of the Companies Act, to the company entering into
and implementing the revised Dinokana guarantee, in terms of which
the company will provide security for the obligations of Dinokana to
Depfin in terms of the preference share agreement, as more fully set
out in the aforementioned circular. Dinokana is a company in which
two directors of the company, namely Mr MV Moosa and Dr NN
Gwagwa, hold indirect interests by virtue of their respective
shareholdings in Lereko Investments (Proprietary) Limited, which in
turn holds approximately 28.05% of the shares in Dinokana, as set
out in the aforementioned circular. The directors of the company are
of the view that the interest held by the directors in question is not a
‘controlling’ interest, as contemplated in section 226 of the
Companies Act. However, for the sake of absolute prudence, the
consent of the shareholders of the company is sought in terms of
section 226 of the Companies Act on the basis that the interest held
by the abovementioned directors in Dinokana constitutes a ‘controlling’
interest for purposes of section 226 of the Companies Act.
The effect of special resolution number 3 is that the company will
obtain the consent of its shareholders in terms of section 226(2)(a)
of the Companies Act to provide security (pursuant to the revised
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