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NOTICE OF ANNUAL GENERAL MEETING
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BLUE LABEL INTEGRATED ANNUAL REPORT 2015
Ordinary resolution numbers 6 to 8 (inclusive): Election of Audit, Risk and Compliance Committee
members
In terms of section 94(2) of the Act, each Audit Committee member must be elected by shareholders at an
AGM. King III likewise requires shareholders of a public company to elect each member of an audit committee
at an AGM.
In terms of Regulation 42 of the Companies Regulations, 2011, relating to the Act, at least one-third of the
members of the Company’s Audit, Risk and Compliance Committee at any particular time must have academic
qualifications, or experience in economics, law, corporate governance, finance, accounting, commerce, industry,
public affairs or human resource management. Each of the proposed members is duly qualified, as is evident
from the biographies of each member, as contained on pages 20 and 21 of this integrated annual report.
Ordinary resolution number 9: Directors’ authority to implement ordinary and special resolutions
The reason for ordinary resolution number 9 is to authorise any Director of the Company to do all things
necessary to implement the ordinary and special resolutions passed at the AGM and to sign all such
documentation required to give effect and to record the ordinary and special resolutions.
Advisory vote: Endorsement of the remuneration policy
King III requires a company to table its remuneration policy for a non-binding advisory vote by shareholders at
its AGM. This vote enables shareholders to endorse the remuneration policy adopted for executive directors.
The Blue Label remuneration policy is contained on pages 61 to 63 of this integrated annual report.
The advisory vote is of a non-binding nature only and therefore failure to pass this resolution will not have any
legal consequences relating to existing arrangements. However, the Board will take cognisance of the outcome
of the vote when considering the Company’s remuneration policy and the remuneration of executive directors.
Special resolution number 1: Non-executive directors’ remuneration
Special resolution number 1 is proposed to enable the Company to comply with the provisions of sections
65(11)(h), 66(8) and 66(9) of the Act, which stipulate that remuneration to Directors for their services as
Directors may be paid only in accordance with a special resolution approved by shareholders.
Special resolution number 1 thus requires shareholders to approve the fees payable to the Company’s
non-executive directors for the period 1 June 2015 to 31 May 2016.
Full particulars of all remuneration paid to non-executive directors for their services as Directors as well as
remuneration paid for consulting services rendered, are contained on pages 172 and 173 of this integrated
annual report.