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NOTICE OF ANNUAL GENERAL MEETING

(CONTINUED)

ORDINARY RESOLUTIONS

Each of the following ordinary resolutions

requires the support of a majority (more than

50%) of the votes exercised by shareholders

present or represented by proxy at this

meeting to be adopted.

1. The consideration and acceptance of

the annual financial statements of the

company for the twelve (12) months ended

31 March 2017 as well as the reports of

the directors, auditor and audit committee.

The summarised form of the annual

financial statements is included in this

integrated annual report.

A copy of the complete annual financial

statements of the company for the

preceding financial year can be obtained at

www.phuthumanathi.co.za

or at the

company’s registered office (details are

included on

page 103

of this integrated

annual report).

2. After the board applied the solvency and

liquidity tests contemplated in the Act, in

terms of which it has concluded that PN

will satisfy such tests immediately after

completing the proposed distribution, the

board has authorised and proposes that

the following dividend be declared:

Ò

an ordinary dividend of 1 925,93 cents

per ordinary share.

3. To reappoint, on the recommendation of

the company’s audit committee,

PricewaterhouseCoopers Inc. as

independent registered auditor of the

company (noting that Ms S N Madikane is

the individual registered auditor of that

firm who will undertake the audit) for the

period until the next AGM of the company.

4. To elect Ms C P Mack, who retires by

rotation and, being eligible, offers herself

for re-election as a director of the

company. Her brief biographical details are

included in this integrated annual report.

The board unanimously recommends that

the re-election of the director in terms of

resolution number 4 be approved by the

shareholders of the company.

5. To appoint the audit committee members

as required in terms of the Act and

recommended by the King Code on

Corporate Governance for South Africa

2009 (King III) (chapter 3).

The board is satisfied that the company’s

audit committee members are suitably

skilled and experienced independent

non-executive directors. Collectively they

have sufficient qualifications and

experience to fulfil their duties. They have

a comprehensive understanding of

financial reporting, internal financial

controls, risk management and governance

processes in the company, as well as

International Financial Reporting Standards

(IFRS) and other regulations and guidelines

applicable to the company. They keep up to

date with developments affecting their

required skills set.

The board therefore unanimously

recommends Messrs M Langa,

P O Goldhawk and Ms C P Mack for

appointment to the audit committee. Their

brief biographical details are included in

this integrated annual report.

6. Each of the directors of the company is

hereby authorised to do all things, perform

all acts and sign all documentation

necessary to effect the implementation of

the ordinary resolutions adopted at this

AGM.

OTHER BUSINESS

To transact such other business as may be

transacted at an annual general meeting.

By order of the board

C C Koopman

Company secretary

28 July 2017

SHAREHOLDER INFORMATION

(CONTINUED)

w

100

Phuthuma Nathi Investments (RF) Limited

/

Integrated annual report 2017