| 1. |
Adoption of annual financial statements |
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The directors are required to present to shareholders at the annual general meeting the annual financial statements incorporating the
directors’ report and the report of the auditors, for the year ended 31 May 2009. These are contained within the annual report.
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| 2. |
Re-election of directors |
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In accordance with the articles of association of the company, one third of the directors are required to retire at each annual general
meeting and may offer themselves for re-election. Messrs GD Harlow, NN Lazarus SC and Ms RJ Huntley retire by rotation at the annual
general meeting in accordance with article 15.1 of the articles of association of the company, and have offered themselves for re-election.
Abbreviated curriculum vitae in respect of each director offering himself/herself for re-election are contained on pages 17 and 18 of this annual report.
The Blue Label Telecoms board of directors recommends to shareholders the re-election of the directors who retire by rotation. |
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| 3. |
Reappointment of independent auditors and determination of auditors’ fees |
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PricewaterhouseCoopers Inc. has expressed its willingness to continue in office and resolution number 3 proposes the reappointment of
that firm as the company’s auditors until the next annual general meeting. The resolution also gives authority to the directors to fix the
remuneration of the auditors, which fee determination will be reviewed and recommended by the Audit, Risk and Compliance Committee.
In accordance with section 270A of the Corporate Laws Amendment Bill, the Audit, Risk and Compliance Committee has satisfied itself
that the proposed auditor, PricewaterhouseCoopers Inc, is independent of the company. |
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| 4. |
Special resolution number 1 – General authority to purchase shares |
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The effect of this special resolution and its rationale is to grant the company and any of its subsidiaries a general authority in terms of the
Companies Act 61 of 1973, as amended (the Companies Act), for the acquisition by the company and any of its subsidiaries of the company’s
shares, which general approval shall be valid until the earlier of such next annual general meeting of the company or its variation or revocation by
special resolution at any subsequent general meeting of the company, provided that the general authority shall not extend beyond 15 months from
the date of this annual general meeting.
The directors are of the opinion that the granting of this general authority is in the best interest of the company as it allows the company and any
of its subsidiaries to repurchase the securities issued by the company through the order book of the JSE, should the market conditions and price
justify such action. |
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| 5. |
Ordinary resolution number 1 – Non-executive directors’ remuneration |
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Shareholders are requested to approve the fees payable to the company’s non-executive directors for the period 1 June 2009 to
31 May 2010. The proposed fees have been reviewed by the Remuneration and Nomination Committee and are recommended by
the board of directors. Particulars of the process followed by the Remuneration and Nomination Committee are contained in the
Remuneration Report on page 61 of this annual report. |
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| 6. |
Ordinary resolutions numbers 2 and 3 – Control of authorised but unissued shares and general authority to issue shares for cash |
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The existing authorities granted by the shareholders at the previous annual general meeting held on 12 November 2008 expire at the
following annual general meeting unless renewed. The authorities granted under these resolutions are subject to the Companies Act
and the JSE Listings Requirements and will not, in any financial year, exceed in aggregate 22 990 825 ordinary shares, being 3% of the
number of ordinary shares in the company’s issued share capital as at 31 May 2009.
Ordinary resolution numbers 2 and 3 respectively require a 50% and 75% majority of the votes, cast by shareholders present or
represented by proxy at the annual general meeting to become effective.
The directors are of the opinion that the granting of this general authority is in the best interests of the company as it allows the company
to take advantage of business opportunities that may arise in the future. |
