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| Notice is hereby given that the twenty-fourth annual general meeting of the shareholders of Basil Read Holdings Limited will be held at 7 Brook Road, Lilianton, Boksburg, on 7 May 2009 at 12h00 for the purposes of transacting the following business: |
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| AS ORDINARY RESOLUTIONS |
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| 1. |
To consider and adopt the annual financial statements for the year ended 31 December 2008 and the reports of the directors and auditors. |
| 2. |
To elect the following directors who retire in accordance with the provisions of the group’s Articles of Association and being eligible offer themselves for re-election. Their short CVs are detailed on page 6 and 7 of the annual report.: |
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| 2.1 |
ML Heyns (appointed 20/10/2004) |
| 2.2 |
CP Davies (appointed 05/07/2006) |
| 2.3 |
SLL Peteni (appointed 05/07/2006) |
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| 3. |
To confirm fees payable to the directors. |
| 4. |
To authorise the directors to approve the remuneration of the auditors PricewaterhouseCoopers Inc for the year under review. |
| 5. |
To reappoint PricewaterhouseCoopers Inc as auditors until the conclusion of the next annual general meeting. |
| 6. |
To place the unissued ordinary shares in the authorised ordinary share capital of the company under the control of the directors in terms of section 221 and 222 of the Companies Act, 1973, as amended (“the Act”), who are authorised to allot and issue shares on such terms and conditions as they deem fit, until the next annual general meeting, subject to the provisions of the Act and the JSE Limited regulations. |
| 7. |
“Resolved that the directors have the power to allot and issue ordinary shares for cash as and when the directors consider it appropriate in the circumstances, subject to the Act, any share incentive trust deed entered into by the company, the Articles of Association of the company and the JSE Listings Requirements, when applicable, and the following limitations, namely that: |
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this authority shall not endure beyond the earlier of the next annual general meeting of the company or beyond 15 (fifteen) months from the date of this meeting; |
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there will be no restrictions in regard to the persons to whom the shares may be issued, provided that such shares are to be issued to public shareholders (as defined by the JSE Listings Requirements) but not to related parties; |
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the securities which are the subject of the issue for cash must be of a class already in use; |
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upon any issue of ordinary shares representing on a cumulative basis within a financial year, 5% (five percent) or more of the number of ordinary shares in issue, the company shall, by way of a paid press announcement in terms of 11,22 of the JSE Listings Requirements, give full details thereof, including the effect on the net asset value of the company and earnings per share, the number of securities issued and the average discount to the weighted average traded price of the securities over the 30 days prior to the date that the price of such issue was determined or agreed by the company’s directors; |
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that issues in the aggregate in any one financial year shall not exceed 15% (fifteen percent) of the number of issued ordinary shares of the company (including instruments which are compulsorily convertible into ordinary shares) at the date of application less any ordinary shares issued, or to be issued in the future arising from options/convertible securities issued during the current financial year; |
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the maximum discount at which ordinary shares may be issued is 10% (ten percent) of the weighted average traded price of the ordinary shares of the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the directors, and; |
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under the JSE Listings Requirements, a 75% (seventy-five percent) majority of votes cast by the ordinary shareholders present or represented by proxy at the general meeting is required to approve the resolution”. |
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| 8. |
To transact such other business as may be transacted at an annual general meeting. |
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| Voting |
The ordinary resolutions are subject to a simple majority vote of shareholders present or represented by proxy at the annual general meeting. Every shareholder present in person or by proxy at the annual general meeting shall, on a show of hands, have one vote only, and on a poll, have one vote for each share of which he/she is the registered holder.
A shareholder entitled to attend, speak and vote at the annual general meeting is entitled to appoint a proxy (who need not be a shareholder of the company), to attend, speak and vote in his/her stead.
Shareholders which are companies or other corporate bodies may, in terms of section 188(1) of the Act, by resolution of its directors or other governing body, authorise any person to act as its representative at the annual general meeting.
Certificated shareholders and own name dematerialised shareholders who are unable to attend the annual general meeting but wish to be represented thereat should complete and return the attached form of proxy in accordance with the instruction contained therein so as to be received by the transfer secretaries at least 48 hours, excluding Saturdays, Sundays and public holidays, before the annual general meeting.
Ordinary shareholders who have dematerialised their shares through a CSDP or broker, other than by own name registration who wish to vote by way of proxy, must provide their CSDP or broker with their voting instructions, in terms of the custody agreement entered into between such shareholders and their CSDP or broker. These instructions must be provided to their CSDP or broker by the cut-off time or date advised by their CSDP or broker for instructions of this nature.
Dematerialised shareholders who wish to attend the annual general meeting must request their CSDP or broker to vote by proxy on their behalf in terms of the agreement entered into between the shareholder and their CSDP or broker.
By order of the board |
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E
KRUGER
Company
Secretary
Boksburg
31 March 2009 |
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