Notice of annual general meeting

 
  • 1
  • 2
 

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 ninety-seventh 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 Tuesday, 8 February 2011 at 09:00 for the following purposes:

1. To receive and consider the audited group annual financial statements for the year ended 30 September 2010.
   
2. To elect:
 
2.1 Mr NC Wentzel, who was appointed chief executive of the group on 1 August 2010, is required to retire in terms of the company’s Articles of Association and being eligible, offers himself for election.
2.2 Ms YZ Cuba, who has been appointed to the board from 1 January 2011, is required to retire in terms of the company’s Articles of Association and being eligible, offers herself for election.
   
3. To re-elect the following directors:
 
3.1 Mr BP Gallagher who retires in terms of the company’s Articles of Association and being eligible, offers himself for re-election.
3.2 Mr SD Jagoe who retires in terms of the company’s Articles of Association and being eligible, offers himself for re-election.
3.3 Ms NDB Orleyn who retires in terms of the company’s Articles of Association and being eligible, offers herself for re-election.
   
  A brief curriculum vitae in respect of each director referred to above appears here.
   
4. To determine the remuneration of non-executive directors with effect from 1 March 2011 in accordance with the company’s Articles of Association as follows:
 
  Proposed   
per annum  
Number   
of meetings  
Proposed fee  
per additional  
meeting  
Chairman   R720 0001  4   R30 0002 
Non-executive directors   R132 000   4   R15 0002 
Audit committee chairman*   R150 000   3   R15 0003 
Audit committee member*   R86 000   3   R15 0003 
Remuneration committee chairman   R75 000   2   R15 0004 
Remuneration committee member   R55 000   2   R15 0004 
Nomination committee chairman   R63 000   2   R15 0005 
Nomination committee member   R55 000   2   R15 0005 
Risk committee chairman*   R63 000   3   R15 0006 
Risk committee member*   R55 000   3   R15 0006 
  1 The chairman’s fee is on an all-inclusive basis.
2 Only for an additional board meeting.
3 Only for an additional audit committee meeting.
4 Only for an additional remuneration committee meeting.
5 Only for an additional nomination committee meeting.
6 Only for an additional risk committee meeting. 
* From 2011 the audit and risk committee will operate separately as the audit committee and as the risk committee. The risk committee will be constituted in February 2011.
   
5. To re-appoint Deloitte & Touche as independent registered auditor of the company and to note that the individual designated auditor who will undertake the audit during the financial year ending 30 September 2011 is Ms Manuela Krog.
   
6. ORDINARY RESOLUTION NO 1 (Reservation of shares for the purposes of the Reunert 1985 Share Option Scheme)
  To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:
“That 1 474 600 (one million four hundred and seventy-four thousand six hundred) 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 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.”
   
7. ORDINARY RESOLUTION NO 2 (Reservation of shares for the purposes of the Reunert 2006 Share Option Scheme)
  To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:
“That 750 000 (seven hundred and fifty 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 2006 Option Scheme and that the directors be and are hereby specifically authorised to allot and issue those shares in terms of the scheme for the purposes of the Reunert 2006 Option Scheme.”
   
8. ORDINARY RESOLUTION NO 3 (Non-binding advisory vote on the remuneration policy of the company)
  “Resolved that in terms of the recommendations of the King Code of Governance for South Africa, 2009 (King III), the remuneration policy of the company as set out here of this report be and is hereby adopted.”
   
9. ORDINARY RESOLUTION NO 4 (Election of audit committee members)
  “That the shareholders elect, each by way of a separate vote the following independent non-executive directors as members of the Reunert audit committee:
 
9.1 SD Jagoe
9.2 KW Mzondeki
9.3 R van Rooyen”

     
  • 1
  • 2