| AECI LIMITED |
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Incorporated in the Republic of South Africa
(Registration number 1924/002590/06)
Share code: AFE ISIN code: ZAE000000220
(“AECI” or “the Company”) |
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| Notice is hereby given that the 84th annual general meeting of shareholders of AECI Limited
will be held on the ground floor, AECI Place, 24 The Woodlands, Woodlands Drive, Woodmead,
Sandton on Monday, 26 May 2008 at 09:00 for the following purposes: |
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To receive and adopt the annual financial statements for the year ended 31 December 2007. |
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To authorise the directors to re-appoint KPMG Inc. as the independent auditors of the
Company and to appoint Mr N van Niekerk, being a member of KPMG Inc., as the individual
registered auditor who will undertake the audit of the Company, for the ensuing year. |
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Resolved that the following directors who are required to retire by rotation in terms of the
provisions of the articles of association of the Company but, being eligible, offer themselves
for re-election (condensed biographies of these directors appear on pages 12 and 13 of this
annual report), be re-elected: |
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3.1 |
S Engelbrecht |
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3.2 |
MJ Leeming |
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3.3 |
LC van Vught |
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Resolved that the following directors who were appointed during the financial year,
be appointed in terms of the provisions of the articles of association of the Company
(condensed biographies of these directors appear on pages 12 and 13 of this annual report): |
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4.1 |
Z Fuphe |
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4.2 |
AC Parker |
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4.3 |
RA Williams |
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Resolved that the fees of non-executive directors of the Company be increased with effect
from 1 January 2008, as follows: |
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5.1 |
the chairman of the Board from R480 000 to R600 000; |
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5.2 |
audit and risk committee chairman’s fee from R120 000 to R130 000; |
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5.3 |
audit and risk committee member’s fee from R60 000 to R65 000; |
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5.4 |
non-executive directors from R120 000 to R150 000; |
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5.5 |
chairman of other Board committees from R70 000 (in addition) to R80 000
(in addition); and |
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5.6 |
members of other Board committees from R35 000 (in addition) to R40 000
(in addition). |
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Resolved as an ordinary resolution that such number of the ordinary shares in the authorised
but unissued capital of the Company required for the purpose of carrying out the terms of
the AECI Share Option Scheme (the "Scheme"), be and they are hereby placed under the
control of the directors, who are hereby, as a specific authority, authorised to allot and
issue those shares in terms of the Scheme, subject to such limitations as are imposed by
the Companies Act, No. 61 of 1973, as amended ("the Act"), the articles and the listing
requirements of the JSE Limited ("JSE"). |
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Resolved that as a renewable general authority contemplated in sections 85 to 89 of the Act,
the directors of the Company be and they are hereby authorised at their discretion to procure
that the Company, or any subsidiaries of the Company, acquire the Company's shares, subject
to the articles, the provisions of the Act and subject to the JSE Listing Requirements by the
purchase on the JSE of ordinary shares issued by the Company provided that:
- the number of ordinary shares acquired in the aggregate in any one financial year shall
not exceed 5 per cent of the Company's issued ordinary share capital from the date of
the grant of this authority;
- this general authority shall lapse on the earlier of the date of the next annual general
meeting of the Company or the date 15 months from the date of passing of this
special resolution;
- general repurchases may not be made at a price greater than 10 per cent above the
weighted average of the market value of the ordinary shares for the 5 (five) business
days immediately preceding the date on which the transaction is effected;
- the general repurchase of securities will be effected through the order book operated
by the JSE trading system and done without any prior understanding or arrangement
between the Company and the counterparty;
- at any point in time, a company may only appoint one agent to effect any repurchases
on the Company's behalf;
- the Company or its subsidiary may not repurchase securities during a prohibited period
as defined in the JSE Listing Requirements unless they have in place a repurchase
programme where the dates and quantities of securities to be traded during the
relevant period are fixed (not subject to any variation) and full details of the
programme have been disclosed in an announcement over the Stock Exchange News
Service (SENS) prior to the commencement of the prohibited period;
- when the Company has cumulatively repurchased 3 per cent of the initial number
of the relevant class of securities, and for each 3 per cent in aggregate of the initial
number of that class acquired thereafter, an announcement will be made; and
- after such repurchase the Company will still comply with the JSE Listing Requirements
concerning shareholder spread requirements.
The reason and effect for this special resolution is to authorise the directors, if they deem
it appropriate in the interests of the Company, to procure that the Company or subsidiaries
of the Company acquire or purchase ordinary shares issued by the Company subject to the
restrictions contained in the above resolution.
At the present time the directors have no specific intention with regard to the utilisation of
this authority which will only be used if the circumstances are appropriate. If the authority
is exercised the ordinary shares will be purchased on the JSE.
The directors, after considering the effect of a repurchase of up to 5 per cent of the
Company's issued ordinary shares, are of the opinion that if such repurchase is implemented:
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the Company and its subsidiaries will be in a position to pay their debt in the ordinary
course of business for a period of 12 months after the date of the general repurchase; |
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recognised and measured in accordance with the accounting policies used in the
latest audited annual Group financial statements, the assets of the Company and its
subsidiaries will exceed the liabilities of the Company and its subsidiaries for a period of
12 months after the date of the general repurchase; |
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iii |
the share capital and reserves of the Company and its subsidiaries will be adequate for
ordinary business purposes for the period of 12 months after the date of the general
repurchase; and |
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the available working capital of the Company and its subsidiaries will be adequate for
ordinary business purposes for the period of 12 months after the date of the general
repurchase. |
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The Company will ensure that its sponsor will provide the necessary letter on the adequacy
of the working capital in terms of the JSE Listing Requirements, prior to the commencement
of any purchase of the Company's shares on the open market. |
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In terms of the JSE Listing Requirements for this special resolution, the following general
information is included in the annual report which is distributed together with this notice of
annual general meeting:
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directors and management (refer to pages 12 to 14); |
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major shareholders (refer to page 10); |
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directors’ interest in securities (refer to page 85); and |
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share capital of the Company (refer to page 84). |
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| There have been no material changes in the financial or trading position of the Company and its
subsidiaries since 31 December 2007. |
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| The Company is not party to any material litigation or arbitration proceedings nor is it aware
of any pending material litigation or arbitration proceedings, including proceedings that are
pending or threatened, that may have or had in the recent past, being at least the previous
12 months, a material effect on the Group's financial position. |
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| The directors whose names appear in the annual report collectively and individually accept
full responsibility for the accuracy of the information given 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 this resolution contains all information required by law and the JSE Listing
Requirements. |
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On a show of hands every member present in person or represented in terms of section 188 of
the Companies Act, 1973, shall have one vote and on a poll every member present in person or
by proxy or so represented shall have one vote for every share held by such member.
A member entitled to attend, speak and vote at the annual general meeting is entitled to appoint
a proxy or proxies to attend, speak and vote in place of that member. A proxy need not be a
member of the Company.
Registered holders of certificated AECI shares and holders of dematerialised AECI shares in
their own name and who are unable to attend the annual general meeting and who wish to be
represented at the meeting, must complete and return the attached form of proxy in accordance
with the instructions contained in the form of proxy so as to be received by the share registrars,
Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107) or Computershare Investor Services plc, PO Box 82, The
Pavilions, Bridgwater Road, Bristol BS99 7NH, England, by no later than 09:00 on Thursday,
22 May 2008.
Holders of AECI shares (whether certificated or dematerialised) through a nominee should
make timeously the necessary arrangements with that nominee or, if applicable, their Central
Securities Depository Participant (CSDP) or broker to enable them to attend and vote at the
annual general meeting or to enable their votes in respect of their AECI shares to be cast at the
annual general meeting by that nominee or a proxy or a representative.
By order of the Board
Alma Kennedy
Secretary
Sandton, 2 April 2008
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