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SHAREHOLDER INFORMATION

(CONTINUED)

wish to participate in the meeting electronically,

the shareholder should advise the company by

no later than 09:00 on Friday 18 August 2017 by

submitting via registered mail addressed to the

company (for the attention of Mrs C C Koopman)

relevant contact details, as well as full details of

the shareholder’s title to securities issued by the

company and proof of identity, in the form of

certi ed copies of identity documents and

written con rmation from the transfer secretary

con rming the shareholder’s title to the shares.

On receipt of the required information, the

shareholder will be given a secure code and

instructions to access electronic communication

during the AGM. Shareholders must note that

access to the electronic communication will be

for their expense.

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. To consider and accept the annual nancial

statements of the company and the group

for the twelve (12) months ended 31 March

2017 and the reports of the directors, the

auditor and the audit committee.

The summarised form of the annual nancial

statements is included in this integrated

annual report.

A copy of the complete annual nancial

statements of the company for the

preceding nancial year can be obtained

at

www.multichoice.co.za

or at the

company’s registered of ce (details are

included o

n 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 MCSA

will satisfy such tests immediately after

completing the proposed distribution, the

board has authorised and now proposes that

the following dividends be approved:

Ò

a dividend of 1 925,93 cents per ordinary

share.

3. To reappoint, on the recommendation of

the company’s audit committee, the rm

PricewaterhouseCoopers Inc. as

independent registered auditor of the

company (noting that Ms S N Madikane is

the individual registered auditor of that rm

who will undertake the audit) for the period

until the next AGM of the company.

4. To elect Messrs E Masilela, K Sibiya and

D G Eriksson, who retire by rotation and,

being eligible, offer themselves for

re-election as directors of the company.

Their brief biographical details are included

in this integrated annual report.

The board unanimously recommends

that the re-election of directors in terms

of resolution number 4 be approved

by shareholders of the company. The

re-election is to be conducted as a series of

votes, each of which is on the candidacy of

a single individual to ll a single vacancy, and

in each vote to ll a vacancy, each voting

right entitled to be exercised, may be

exercised once.

5. To appoint 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 and the remuneration and equity

committee are satis ed that the company’s

audit committee members are suitably

skilled and experienced independent

non-executive directors. Collectively, they

have suf cient quali cations and experience

to ful l their duties, as contemplated in

regulation 42 of the Companies Regulations

2011. They have a comprehensive

understanding of nancial reporting, internal

nancial 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.

NOTICE OF ANNUAL GENERAL MEETING

(CONTINUED)

MultiChoice South Africa Holdings Proprietary Limited

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Integrated annual report 2017

95

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