Notice of annual general meeting >
   
     
     
   

REUNERT LIMITED
Incorporated in the Republic of South Africa
(Registration number 1913/004355/06)
Share code: RLO ISIN code ZAE000057428
(“Reunert” or “the company”)

Notice is hereby given that the 95th annual general meeting of shareholders of Reunert Limited will be held in the Reunert boardroom, Lincoln
Wood Office Park, 6 – 10 Woodlands Drive, Woodmead, on Wednesday, 4 February 2009 at 09:30 for the following purposes:

1. To receive and adopt the audited group annual financial statements for the year ended
30 September 2008.
2. To elect the following directors:
 
2.1 Mr TJ Motsohi who was appointed a non-executive director on 1 June 2008 is required to retire in terms of the company’s articles of association and being eligible, offers himself for re-election.
2.2 Mr TS Munday who was appointed a non-executive director on 1 June 2008 is required to retire in terms of the company’s articles of association and being eligible, offers himself for re-election.
2.3 Mr KS Fuller who retires in terms of the company’s articles of association and being eligible, offers himself for re-election.
2.4 Mr DJ Rawlinson who retires in terms of the company’s articles of association and being eligible, offers himself for re-election.
2.5 Dr JC van der Horst who retires in terms of the company’s articles of association and being eligible, offers himself for re-election.
2.6 Mr MJ Shaw who retires in terms of the company’s articles of association and being eligible, offers himself for re-election.

A brief curriculum vitae in respect of each director referred to above appears on pages 22 and 23 of the annual report.

3. To determine the remuneration of non-executive directors with effect from 1 October 2008 in accordance with the company’s articles of association as follows:
 
  Current per annum Proposed per annum
Chairman (includes director and committee fees) R425 000 R468 000
Non-executive directors R98 000 R108 000
Audit and risk committee chairman R90 000 R100 000
Audit and risk committee member R64 000 R71 000
Remuneration and nomination committee chairman R47 000 R52 000
Remuneration and nomination committee member R41 000 R46 000
   
4.

ORDINARY RESOLUTION NO 1

To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution: “That 2 620 000 (two million six hundred and twenty thousand) of the unissued ordinary shares of 10 cents each in the authorised capital of the company be reserved to meet the requirements of the Reunert 1985 Share Option Scheme and the Reunert 1988 Share Purchase Scheme and that the directors be and they are hereby specifically authorised to allot and issue those shares in terms of the scheme for the purposes of the Reunert 1985 Share Option Scheme and the 1988 Share Purchase Scheme.”

5.

SPECIAL RESOLUTION NO 1

To consider and, if deemed fit, to pass, with or without modification, the following resolution as a special resolution: “That the company hereby approves, as a general approval contemplated in sections 85(2) and 85(3) of the Companies Act (Act 61 of 1973), as amended (the Companies Act) the acquisitions by the company, and/or any subsidiary of the company, from time to time, of the issued ordinary shares of the company, upon such terms and conditions and in such amounts as the directors of the company may from time to time determine, but subject to the articles of association of the company, the provisions of the Companies Act and the Listings Requirements of the JSE Limited (JSE), when applicable, and provided that:
  • the repurchase of securities is effected through the order book operated by the JSE trading system and done without any prior arrangement between the company and the counterparty (reported trades are prohibited);
  • this authority shall not extend beyond 15 (fifteen) months from the date of passing of this resolution or the date of the next annual general meeting, whichever is the earlier date;
  • at any point in time, the company only appoints one agent to effect any repurchase(s) on its behalf;
  • the company or its subsidiaries are not repurchasing securities during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period;
  • an announcement providing such details as may be required in terms of the Listings Requirements of the JSE be published when the company or its subsidiaries have cumulatively repurchased 3% (three per cent) of the shares in issue and for every 3% (three per cent) in aggregate of the initial number of that class acquired thereafter;
  • the general repurchase(s) may not in the aggregate in any one financial year exceed 20% (twenty per cent) of the number of shares in the company’s issued share capital at the beginning of the financial year provided that a subsidiary of the company may not hold at any one time more than 10% (ten per cent) of the number of issued shares of the company;
  • in determining the price at which the company’s ordinary shares are acquired by the company in terms of this general authority, the maximum premium at which such ordinary shares may be acquired will be 10% (ten per cent) of the weighted average of the market price at which such ordinary shares are traded on the JSE, as determined over the 5 (five) trading days immediately preceding the date of the repurchase of such ordinary shares by the company;
  • the sponsor to the company provides a letter on the adequacy of working capital in terms of section 2.12 of the JSE Listings Requirements prior to any repurchases being implemented on the open market of the JSE;
  • after such repurchase the company will still comply with paragraphs 3.37 to 3.41 of the JSE Listings Requirements concerning shareholder spread requirements;
  • the directors undertake that, for a period of 12 (twelve) months following the date of the repurchase, they will not undertake any such repurchases unless:
 
  • the company and the group will, after payment for such repurchase, be able to repay their debts in the ordinary course of business;
  • the company’s and the group’s assets, fairly valued according to International Financial Reporting Standards and on a basis consistent with the last financial year of the company, will, after payment for such repurchase, exceed the liabilities of the company and the group;
  • the company’s and the group’s share capital and reserves will, after payment for such repurchase, be adequate for ordinary business purposes; and
  • the working capital of the company and the group will, after payment for such repurchase, be adequate for ordinary business purposes.

DIRECTORS’ RESPONSIBILITY STATEMENT
The directors, whose names are given on pages 22 and 23 of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this resolution and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this resolution contains all information required by the Listings Requirements of the JSE.

The board has no immediate intention to use this authority to repurchase shares in the company. However, the board is of the opinion that this authority should be in place should it become appropriate to undertake a share repurchase in the future.

The reason for and the effect of the special resolution is to grant the company’s directors a general authority, up to and including the date of the following annual general meeting of the company, to approve the company’s purchase of shares in itself, or to permit a subsidiary of the company to purchase shares in the company.

ADDITIONAL DISCLOSURES
Other disclosures in terms of the JSE Listings Requirements:
The JSE Listings Requirements require the following disclosure, some of which are elsewhere in the annual report of which this notice forms part as set out below:
Directors and management pages 22 to 25;
Major shareholders of Reunert page 110;
Directors’ interests and securities pages 22, 47 and note 28;
Share capital of the company note 21;
Litigation statement page 44; and
Material change page 44.

VOTING AND PROXIES
A shareholder entitled to attend and vote at the annual general meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his/ her stead. A proxy need not be a shareholder of the company. For the convenience of registered shareholders of the company, a form of proxy is enclosed herewith. Proxy forms must be forwarded to reach the share transfer secretaries, Computershare Investor Services (Pty) Limited, 70 Marshall Street, Johannesburg, 2001 (PO Box 61051, Marshalltown, 2107, Johannesburg) so as to be received by them not later than 24 hours before the time fi xed for the meeting (excluding Saturdays, Sundays and public holidays).

On a show of hands, every shareholder of the company present in person or represented by proxy shall have one vote only. On a poll, every shareholder of the company shall have one vote for every share held in the company by such shareholder.

Shareholders who have dematerialised their shares through a Central Securities Depository Participant (CSDP) or broker and wish to attend the annual general meeting, must instruct their CSDP or broker to provide them with a letter of representation, or they must provide the CSDP or broker with their voting instructions in terms of the relevant custody agreement/mandate entered into between them and the CSDP or broker.

By order of the board
Reunert Management Services Limited
Company secretary
Sandton

5 December 2008

CHANGE OF ADDRESS AND BANKING DETAILS
Shareholders are requested to notify any change of address or banking details to the share transfer secretaries.
 
 
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