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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
Notice of Annual General Meeting
continued
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 2016 to 31 May 2017.
Full particulars of all remuneration
paid to non-executive directors for
their services as Directors, are
contained on pages 136 and 137 of
the integrated annual report.
Special resolution number 2: General
authority to repurchase shares
Special resolution number 2 seeks to
allow the Group, by way of a general
authority, to acquire its own issued
shares (reducing the total number of
ordinary shares of the Company in
issue in the case of an acquisition by
the Company of its own shares). Any
decision by the Directors to use the
general authority to acquire shares of
the Company will be taken with
regard to the prevailing market
conditions, share price, cash needs of
the Group, together with various
other factors, and in compliance with
the Act, Listings Requirements and
the MoI.
The Directors are of the opinion that
the renewal of this general authority
is in the best interests of the
Company as it allows the Group to
repurchase the securities issued by the
Company through the order book of
the JSE should market conditions and
price justify such action.
Special resolution number 3: Approval
to grant financial assistance in terms of
sections 44 and 45 of the Act
The existing authority granted by
shareholders at the annual general
meeting held on 28 November 2014
was valid for a two-year period and
will expire at the AGM unless
renewed.
In the ordinary course of the
Company business, it needs to
provide financial assistance to certain
of its subsidiaries, associates and joint
ventures in accordance with section
45 of the Act, and furthermore it may
be necessary for the Company to
provide financial assistance in the
circumstances contemplated in
section 44 of the Act.
Notwithstanding the title of section
45 of the Act, being “Loans or other
financial assistance to directors”, on a
proper interpretation thereof, the
body of the section also applies to
financial assistance provided by a
company to any related or inter-
related company or corporation, a
member of a related or inter-related
corporation, and to a person related
to any such company, corporation or
member.
Furthermore, section 44 of the Act
may also apply to the financial
assistance so provided by a company
to any related or inter-related
company or corporation, a member of
a related or inter-related corporation,
or a person related to any such
company, corporation or member, in
the event that the financial assistance
is provided for the purpose of, or in
connection with, the subscription of
any option, or any securities, issued or
to be issued by the Company or a
related or inter-related company, or
for the purchase of any securities of
the Company or a related or inter-
related company.
Both sections 44 and 45 of the Act
provide, inter alia, that the particular
financial assistance may only be
provided:
•
•
pursuant to a special resolution of
shareholders, adopted within the
previous 2 (two) years, which
approved such assistance either for
the specific recipient, or generally
for a category of potential
recipients, and the specific recipient
falls within that category; and
•
•
the Board is satisfied that
– immediately after providing the
financial assistance, the Company
would satisfy the solvency and
liquidity test (as contemplated in
the Act); and
– the terms under which the
financial assistance is proposed to
be given are fair and reasonable
to the Company.
Special resolution number 4:
Amendment to Memorandum of
Incorporation – Fraction of shares
The reason for and effect of special
resolution number 4 is to amend the
MoI, dealing with the manner in
which fractional entitlement to shares
is to be treated by the Company, by
aligning it with the new provisions of
the Listings Requirement that became
effective on 22 February 2016.