Page 106 - Stellar IAR2015

NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)1 ORDINARY RESOLUTION NUMBER 1 – Annual Financial Statements“RESOLVED THAT, the annual nancial statements of the Company and its Consolidated Subsidiaries for the year ended 30 November 2015, together with the directors’ report, Audit and Risk Committee report and auditors’ reports be received, considered and approved.”Explanatory note for Ordinary Resolution Number 1In terms of the Act, the annual nancial statements are required to be presented to shareholders at the AGM for consideration.2 ORDINARY RESOLUTION NUMBER 2 – Director Appointment Rati cation“RESOLVED THAT in accordance with the Company’s Memorandum of Incorporation (“MOI”), the appointment of Mr CJ Roodt director of the Company as from 5 October 2015 be and is hereby con rmed.”The curriculum vitae for Mr Roodt is set out on page 23 of this Annual Report.Explanatory note for Ordinary Resolution Number 2In terms of the MOI, the board is entitled to appoint any person as a director either to ll a vacancy, or as an addition to the board, subject to the maximum number of 20 directors xed in terms of the MOI is not exceeded, and provided that such appointment is con rmed at the next AGM. The board appointed the above- mentioned director as an addition to the board. This resolution con rms such appointment in accordance with the MOI.3 ORDINARY RESOLUTION NUMBER 3 – Director Re-Election“RESOLVED THAT Mr PJ Van Zyl, who retires by rotation at the AGM, and has made himself available for re-election, be re-elected as a director of the Company.”The curriculum vitae for Mr van Zyl is set out on page 24 of this Annual Report.4 ORDINARY RESOLUTION NUMBER 4 – Director Re-Election“RESOLVED THAT Mrs J de Bruyn, who retires by rotation at the AGM, and has made herself available for re-election, be re-elected as a director of the Company.”The curriculum vitae for Mrs De Bruyn is set out on page 23 of this Annual Report.Explanatory note for Ordinary Resolution Numbers3 and 4In accordance with the MOI, one-third of the directors is requiredto retire at each AGM, and may make themselves available for re-election. In terms of the MOI, executive directors, during the period of their service contract, are not taken into account when determining which directors are to retire by rotation.5 ORDINARY RESOLUTION NUMBER 5 – Appointment and Remuneration of Auditors“RESOLVED THAT in terms of section 90(1) of the Act, GrantThornton Cape Inc as auditors, with Mr Imtiaaz Hashim as the designated auditor at partner status of the Company, be reappointed.”Explanatory note for Ordinary Resolution Number 5Grant Thornton has indicated its willingness to continue as the Company’s auditors until the next AGM. The Group Audit and Risk Committee has satis ed itself as to the independence of Grant Thornton.The Group Audit and Risk committee has the power in terms of the Act, to approve the remuneration of the external auditors.6 ORDINARY RESOLUTION NUMBER 6 – Appointment of Audit and Risk Committee Member – J de Bruyn “RESOLVED THAT Mrs J de Bruyn, be and is hereby approved to be a member of the Audit and Risk Committee with e ect from the date of this AGM.”The curriculum vitae for Mrs de Bruyn is set out on page 23 of this Annual Report.7 ORDINARY RESOLUTION NUMBER 7 – Appointment of Audit and Risk Committee Member – L Mangope “RESOLVED THAT Mrs L Mangope, be and is hereby approved to be a member of the Audit and Risk Committee with e ect from the date of this AGM.”The curriculum vitae for Mrs Mangope is set out on page 23 of this Annual Report.8 ORDINARY RESOLUTION NUMBER 8 – Appointment of Audit and Risk Committee Member – CC Wiese “RESOLVED THAT Ms CC Wiese, be and is hereby approved to be a member of the Audit and Risk Committee with e ect from the date of this AGM.”The curriculum vitae for Ms Wiese is set out on page 24 of this Annual Report.Explanatory note for Ordinary Resolution Numbers 6 - 8In terms of Section 61 (8)(c)(ii) of the Act, shareholders are required102 | STELLAR CAPITAL PARTNERS