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Financial highlights Statutory information
Letter to the shareholders Accounting policies
Board of directors Income statements
Group operations Balance sheets
Developing people Cash flow statements
Corporate governance Notes to the cash flow statements
Value added statement Statements of changes in equity
Segmental analysis Principal subsidiaries
Five-year financial review Share ownership analysis
Summary of statistics Shareholders’ diary
Definitions Administration
Directors’ responsibility Notice of annual general meeting
Report of the independent auditors Currency conversion table
Secretaries’ certification Board, Director and Committes

N O T I C E   O F   A N N U A L   G E N E R A L   M E E T I N G        
Notice is hereby given that the eighty-ninth annual general meeting of members of Reunert Limited will be held in the Reunert boardroom, Lincoln Wood Office Park, 6 ­ 10 Woodlands Drive, Woodmead on Tuesday, 11 February 2003 at 11:00 for the following purposes:
ORDINARY BUSINESS
  1. To receive and adopt the audited annual financial statements and group annual financial statements for the year ended 30 September 2002.
  2. To elect directors in place of those retiring in accordance with the company's articles of association.
  3. To determine the remuneration of non-executive directors with effect from 1 October 2002 in accordance with the company's articles of association as follows:
Current Proposed
  per annum per annum

Chairman R250 000 R300 000
Annual fees R40 000 R60 000
Audit committee R10 000 R20 000
Audit committee chairman R20 000 R30 000
Remuneration committee R10 000 R20 000
4. To transact such other business as may be transacted at an annual general meeting.
SPECIAL BUSINESS
5. To consider and, if deemed fit, to pass, with or without modification, the following special and ordinary resolutions:
ORDINARY RESOLUTION NO 1
"Resolved that 12 000 000 (twelve million) 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 Reunert 1988 Share Purchase Scheme."
ORDINARY RESOLUTION NO 2
"Resolved that the ordinary shares not allotted nor issued at 11 February 2003 (excluding for this purpose the ordinary shares which have been reserved to meet the requirements of the Reunert 1985 Share Option Scheme) be placed under the control of the directors who be and they are hereby authorised, subject to the provisions of the Companies Act, 1973 as amended (the Act), and the Listings Requirements of the JSE Securities Exchange South Africa, to allot or issue those shares at their discretion on such terms and conditions as and when they deem it appropriate to do so."
ORDINARY RESOLUTION NO 3
"Resolved that the company's directors be hereby authorised by way of a general authority to issue unissued shares in the company for cash as and when suitable opportunities arise, subject to the following limitations:
  • that this authority shall not extend beyond 15 months from the date of this meeting or the date of the next annual general meeting, whichever is the earlier date;
  • that the issue shall be to public shareholders, as defined in paragraph 4.26 of the JSE Listings Requirements and not to related parties;
  • that a paid press release, giving full details, including the impact on net asset value and earnings per share, be published at the time of any issue representing, on a cumulative basis within one year, 5% or more of the number of ordinary shares issued prior to the issue;
  • that issues in the aggregate in any financial year shall not exceed 15% of the number of ordinary shares of the company's issued share capital, including instruments which are convertible into ordinary shares;
  • that, in determining the price at which an issue for shares will be made in terms of this authority, the maximum discount permitted be 10% of the weighted average traded price of the shares in question over the 30 business days prior to the date that the price of the issue is determined or agreed to by the company's directors; and
  • any other requirements the JSE may have.
The approval of 75% of the votes cast by shareholders present or represented by proxy at this meeting is required for this ordinary resolution to become effective.
SPECIAL RESOLUTION NO 1

"Resolved that the company's directors be hereby authorised, by way of a general authority, to repurchase issued shares in the company or to permit a subsidiary of the company to purchase shares in the company, as and when deemed appropriate, subject to the following limitations:

  • that this authority shall not extend beyond 15 months from the date of this meeting or the date of the next annual general meeting, whichever is the earlier date;
  • that any such repurchase be implemented on the open market of the JSE Securities Exchange South Africa ("JSE");
  • that a paid press release giving 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% of the shares in issue;
  • that the general repurchase may not in the aggregate in any one financial year exceed 20% of the number of shares in the company's issued share capital at the time this authority is given provided that a subsidiary of the company may not hold at any one time more than 10% of the number of issued shares of the company;
  • that, in determining the price at which shares may be repurchased in terms of this authority, the maximum premium permitted be 10% above the weighted average traded price of the shares as determined over the 5 (five) days prior to the date on which the transaction was agreed; and
  • the sponsor to the company provides a letter on the adequacy of working capital in terms of section 2.14 of the JSE Listings Requirements prior to any repurchases being implemented on the open market of the JSE;
  • that such repurchase shall be subject to the Companies Act (Act 61 of 1973), as amended, ("the Companies Act") and the applicable provisions of the Listings Requirements of the JSE;
  • the directors undertake that, for a period of 12 months following the date of the annual general meeting or for the period of the general authority, whichever is the longer, they will not undertake any such repurchases unless:

 

  • the company and the group will, after payment for such maximum 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 Generally Accepted Accounting Practice and on a basis consistent with the last financial year of the company, will, after such payment, exceed their liabilities;
  • the company's and the group's ordinary share capital and reserves will, after such payment, be sufficient to meet their needs; and
  • the company and the group will, after such payment, have sufficient working capital to meet their needs.

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.

SPECIAL RESOLUTION NO 2

"Resolved that the articles of association of the company be and are hereby amended by deleting the words 'twelve years' in article 96 and replacing them with the words 'three years'."

The reason for special resolution number 2 is to amend the company's articles of association to change the time period for the forfeiture of dividends declared by the company which remain unclaimed by members from twelve years to three years.

The effect of special resolution number 2 will be to change the period for the forfeiture of dividends declared but which remain unclaimed by the members of the company from twelve years to three years.

Members who have not dematerialised their shares or who have dematerialised their shares and registered them in their own name, are entitled to attend and vote at the meeting and are entitled to appoint a proxy or proxies to attend, speak and vote in their stead. The person so appointed need not be a member. Proxy forms should be forwarded to reach the registered office of the company not less than 24 hours before the time fixed for the holding of the meeting.

Members who have dematerialised their shares and registered them in the name of a CSDP or broker should contact their CSDP or broker to make the relevant arrangements to attend/vote at the meeting.

By order of the board

Reunert Management Services Limited
Company Secretaries
Sandton
18 November 2002
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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