Page 107 - Stellar IAR2015

to approve the appointment of the Audit and Risk Committee members.In terms of sections 61 (8)(c)(ii) and 94(2) of the Act, audit committee members must be elected by shareholders at each annual general meeting. King III likewise requires shareholders of a public company to elect the members of an Audit and Risk Committee at each AGM. In terms of Regulation 42 of the Companies Regulations, 2011, at least one-third of the members of the Company’s Audit and Risk Committee at any particular time must have academic quali cations, or experience, in economics, law, corporate governance, nance, accounting, commerce, industry, public a airs or human resource management. The proposed members collectively have experience in audit, accounting, commerce, corporate governance and general industry.9 ORDINARY RESOLUTION NUMBER 9 – Appointment of Social and Ethics Committee Member – DD Tabata “RESOLVED THAT Mr DD Tabata, be and is hereby approved to be a member of the Social and Ethics Committee with e ect from the date of this AGM.”The curriculum vitae for Mr Tabata is set out on page 22 of this Annual Report.10 ORDINARY RESOLUTION NUMBER 10 – Appointment of Social and Ethics Committee Member – J de Bruyn “RESOLVED THAT Mrs J de Bruyn, be and is hereby approved to be a member of the Social and Ethics 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.11 ORDINARY RESOLUTION NUMBER 11 – Appointment of Social and Ethics Committee Member – CC Wiese “RESOLVED THAT Ms CC Wiese, be and is hereby approved to be a member of the Social and Ethics 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 9 - 11In terms of section 72(4) of the Act and Regulation 43(2) of the Companies Regulations 2011, the appointment of members of a social and ethics committee is required to hold o ce until the next annual general meeting of the Company and to perform the duties and responsibilities stipulated in Regulation 43(5) of the Companies Regulations and to perform such other duties andresponsibilities as may from time to time be delegated by the Board.12 ORDINARY RESOLUTION NUMBER 12 – GENERAL AUTHORITY TO ISSUE SHARES FOR CASH“RESOLVED THAT subject to the approval of 75% of the members present in person and by proxy, and entitled to vote at the meeting, the directors of the Company be and hereby are authorised, by way of general authority, to allot and issue all or any of the authorised but unissued shares in the capital of the Company as they in their discretion deem t, subject to the follow- ing limitations:• theshareswhicharethesubjectoftheissueforcashmustbe of a class already in issue, or where this is not the case, must be limited to such equity securities or rights that are convertible into a class already in issue;• this authority shall not endure beyond the next annual general meeting of the Company nor shall it endure beyond 15 months from the date of this meeting;• 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 de ned by the JSE Listings Requirements) and not to related parties;• upon any issue of shares which, together with prior issues during the period of this authority, will constitute 5% or more of the number of shares of the class in issue prior to the issue, the Company shall by way of an announcement on the Stock Exchange News Service (“SENS”), give full details thereof, including the impact on the net asset value and earnings per share of the Company;• the maximum discount at which shares may be issued is 10% of the weighted average traded price of the Company’s shares over the 30 business days prior to the date that the price of the issue is determined or agreed by the directors of the Company and the party subscribing for the shares;• the aggregate issue of a class of shares already in issue will not exceed 5% (46 554 365) of the number of that class of shares as at the date of the notice of annual general meeting (including any options/securities which are compulsorily convertible into shares of that class), provided that:• any equity securities issued under this authority during the period must be deducted from the number above;• the calculation of the applicant’s listed equity securities must be a factual assessment of the applicant’s listed equity securities as at the date of the notice of annual general meeting, excluding treasury shares; and• in the event of a sub-division or consolidation of issued equity securities during the period of the authority, the existing authority must be adjusted accordingly to represent the same allocation ratio.”STELLAR CAPITAL PARTNERS | 103