A N N U A L   R E P O R T      2 0 0 3
Content
Highlights Accounting policies
Letter to shareholders Income statements
Board and governance structure Balance sheets
Group overview Cash flow statements
Building and developing people Notes to the cash flow statements
Corporate governance Statement of changes in equity
Value added statement Notes to the annual financial statements
Segmental analysis Principal subsidiaries
Five-year financial review Share ownership analysis
Summary of statistics Shareholders' diary
Definitions Corporate administration and information
Directors' responsibility Notice of annual general meeting
Report of the independent auditors Currency conversion table
Secretaries' certification Proxy form
Statutory information  

Notice of annual general meeting
If you are in any doubt as to what action you should take arising from the following resolutions, please consult your stockbroker, banker, attorney, accountant or other professional adviser immediately
Notice is hereby given that the ninetieth 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, 10 February 2004 at 10:00 for the following purposes:
1. To receive and adopt the audited group annual financial statements for the year ended 30 September 2003.
2. Re-election of directors:
2.1.
2.2.
Approving the re-election of retiring directors (referred to in 2.2 below) by means of a single resolution.
To re-elect the following directors of the company:
SD Jagoe
KJ Makwetla
GJ Oosthuizen
who retire by rotation at the annual general meeting, but, being eligible, offer themselves for re-election.
A brief curriculum vitae in respect of each director referred to above appears on pages 6 and 7 of the annual report.
3. To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:
"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."
4. To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:
"That the executive directors of the company having been granted 500 000 options on 13 May 2003, made up of G Pretorius 200 000, BP Gallagher 100 000, GJ Oosthuizen 100 000 and DJ Rawlinson 100 000, in terms of the Reunert 1985 Share Option Scheme, the company hereby approves the allotment and issue to the said directors of any number of those shares pursuant to the exercise of such options."
5. 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) 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 (Act 61 of 1973) and the Listings Requirements from time to time of the JSE, when applicable, and provided that:
- the repurchase of securities being effected through the order book operated by the JSE trading system and done without any prior arrangement between the company and the counter party (reported trades are prohibited);
- 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;
- any such repurchase be implemented on the open market of the JSE;
- at any point in time, the company only appoints one agent to effect any repurchase(s) on its behalf;
- the company or its subsidiary are not repurchasing securities during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements;
- 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% (three per cent) of the shares in issue and for every 3% in aggregate of the initial number of that class acquired thereafter;
- 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;
- 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 2.14 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, and the applicable provisions of the Listings Requirements 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 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 repurchases, 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.
DIRECTORS' RESPONSIBILITY STATEMENT
The directors, whose names are given on pages 6 and 7 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 law and 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.
VOTING AND PROXIES
A member 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 member of the company. For the convenience of registered members of the company, a form of proxy is enclosed herewith.
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 6 and 7;
- Major shareholders of Reunert - page 86;
- Directors' interests in securities - pages 39 and 40 and note 26;
- Share capital of the company - note 21;
- Litigation statement - page 37; and
- Material change - page 37.
The attached form of proxy is only to be completed by those shareholders who are:
- holding Reunert ordinary shares in certificated form; or
- are recorded on the electronic sub-register in "own-name" dematerialised form.
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.
Proxy forms should be forwarded to reach the share transfer secretaries, Computershare Limited, at least 24 hours before the time of the meeting.
By order of the board
Reunert Management Services Limited
Company Secretaries
Sandton
26 November 2003
CHANGE OF ADDRESS AND BANKING DETAILS
Shareholders are requested to notify any change of address or banking details to the share transfer secretaries.

< Prev Next >

back to the top...
Copyright - Reunert - 2003