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Notice to shareholders
Notice is hereby given that the annual general meeting
(AGM) of the Company’s shareholders will be held in the
David Sussman Auditorium, Ground Floor, JD House,
27 Stiemens Street, Braamfontein, Johannesburg on
Wednesday,
3 February 2010 at 08:00 to conduct the following
business:
- Ordinary resolution number 1 – adoption of the
annual financial statements and sanctioning of
dividend
To receive, consider and adopt the consolidated annual
financial statements of JD Group Limited and its
subsidiaries (“the Group”) and of the Company for the
financial year ended 31 August 2009, including the
directors’ report and the report of the independent
auditors therein, as well as sanctioning of the following
dividend for the year:
- Dividend number 51 of 41 cents per share, paid on
14 December 2009.
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- Ordinary resolution number 2 – re-election of directors
To elect directors of the Company in terms of prevailing
legislation and the Company’s articles of association (“the
articles”) as follows:
- In accordance with the articles, at least one third of the
directors shall retire, being those longest in office since
their last rotation at the date of the annual general
meeting. Such directors may offer themselves for
re-election.
- In accordance with the articles, all director appointments
made by the board since the previous annual general
meeting require confirmation by shareholders.
- In accordance with legislation, all appointments of
directors shall be effected by individual stand alone
resolutions, unless the members at the meeting
unanimously resolve otherwise.
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| 2.1 |
Based on the fact that the retiring directors have
made themselves available for re-election, it is
proposed that members re-elect the following
directors who, in terms of the articles, are required to
retire by rotation at the
AGM: |
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2.1.1 KR Chauke;
2.1.2 IS Levy;
2.1.3 M Lock; and
2.1.4 MJ Shaw. |
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| 2.2 |
No casual vacancies were filled by the board since
the last AGM and consequently members need not
confirm any appointments.
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An abbreviated curriculum vitae of each of the directors
is set out here
- Ordinary resolution number 3 – renewal of the
authority to place the Company’s unissued
shares under the control of the directors
With the implementation of the Share Appreciation Rights
(SAR) Scheme on 12 August 2009, an undertaking was
given by management, which was approved by the
members, that not more than 5% of the Company’s
unissued capital would be placed under the control of the
directors and that such shares will be utilised solely for
purposes of the SAR Scheme. Consequently, shareholders
are requested to consider and, if deemed fit, to renew
and pass with or without modification, the following
ordinary resolution in order to provide the directors of the
Company with flexibility to issue the unissued ordinary
shares of the Company for purposes of the SAR Scheme
as and when suitable situations arise:
“Resolved that 2 000 000 (two million) of the Company’s
authorised but unissued ordinary shares, equivalent to
1,17% of the Company’s current issued capital, be placed
under the control of the directors, who are hereby
authorised, subject to the requirements of the Company’s
articles, the Companies Act, No 61 of 1973, as amended
(“the Companies Act”), the Listings Requirements of the
JSE Limited (“the JSE Listings Requirements”), to allot and
issue such ordinary shares on any such terms and
conditions as they deem fit in the best interest of the
JD Group_Annual Report 2009 175
Company. This authority shall remain in force until the
next annual general meeting of the Company as a general
authority in terms of section 221(2) of the Companies
Act.”
The directors may apply this mandate in respect of the
SAR Scheme only.
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- Ordinary resolution number 4 – appointment of
auditors and auditors’ remuneration
| 4.1 |
To reappoint Deloitte & Touche as independent
auditors of the Company for the ensuing period
terminating on the conclusion of the next AGM of the
Company and further to appoint Mr X Botha as the
individual and designated auditor who will undertake
the audit of the Company. |
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| 4.2 |
To authorise the directors of the Company to fix and
pay the auditors’ remuneration for the past year. |
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- Ordinary resolution number 5 – non-executive
directors’ remuneration
| 5.1 |
To consider and approve, with or without modification,
payment of the below-mentioned non-executive
directors’ remuneration for the forthcoming year. The
board fees show an increase of 4,2% compared to
the 2008/9 figure. The remuneration for the various
committee chairmen reflects a substantial percentage
increase, however, this should be viewed against the
significantly more onerous obligations that these
committees will face from a legal, compliance and
governance perspective into the future.
“Resolved to pay the following non-executive
directors’ fees for the financial year commencing on
1 September 2009:
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| 5.1.1 |
As director: |
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• for each board meeting attended – R62 500 |
| 5.1.2 |
As chairman: |
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• for each audit committee meeting chaired
– R30 000 |
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• for each risk management committee
meeting chaired – R25 000 |
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• of the remuneration committee, per annum
– R25 000 |
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• of the nominations committee, per annum
– R25 000 |
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• of the JD Group Defined Benefit Pension
Fund – nil.” |
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- Special resolution number 1 – authority to
repurchase shares
As special business,
to consider and, if deemed fit, to
pass with or without modification, the following special
resolution:
“Resolved that the Company and/or a subsidiary of the
Company, be and is hereby authorised by way of a
general authority in terms of sections 85 to 89 of the
Companies Act, to acquire securities issued by the
Company, upon such terms and conditions and in such
amounts as the directors of the Company may from time
to time determine, subject to the requirements of the
Company’s articles, the Companies Act and the JSE
Listings Requirements, provided that:
| 6.1 |
the Company and its subsidiaries are authorised by
their articles of association to repurchase such
securities;
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| 6.2 |
the repurchase of securities are effected through the
order book operated by the JSE trading system and
be done without any prior understanding or
arrangement between the Company and the
counterparty; |
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| 6.3 |
the Company and its subsidiaries are authorised by
their members via a special resolution taken at a
general meeting, to make such general repurchases of
the Company’s securities; |
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| 6.4 |
such authorisation shall be valid only until the next
AGM of the Company or for 15 months from the date
of this special resolution, whichever is the earlier date; |
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| 6.5 |
an announcement be made in accordance with the
requirements of the JSE when the Company and/or its
subsidiaries have cumulatively repurchased 3% of the
initial number of securities of a class of securities in
issue at the date that this general authority is granted
(“the initial number”) and for each 3% in aggregate of
the initial number of securities of that class of securities
acquired thereafter; |
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| 6.6 |
at any one time the Company and/or its subsidiaries
may only appoint one agent to effect any repurchase of
the Company’s securities on behalf of the Company; |
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| 6.7 |
the repurchase of securities by the Company and/or its
subsidiaries shall not take place during a prohibited
period, unless the Company has in place a repurchase
programme where the dates and quantities of securities
to be traded during the period are fixed, i.e. not subject
to variation, and full details of the programme have
been disclosed in an announcement over SENS prior to
the commencement of the prohibited period; |
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| 6.8 |
after the repurchase, the Company would still be
in compliance with the shareholders’ spread
requirements as laid down by the JSE; |
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| 6.9 |
the repurchase of securities shall not, in the aggregate,
in any one financial year, and calculated as at the
date this authority is given, exceed 20% (equating to
34 100 000 ordinary securities) of the Company’s
issued securities of that class and, where the Company’s
issued securities are repurchased by its subsidiaries,
it shall not exceed a maximum of 10% (equating to
17 050 000 ordinary securities) in aggregate of the
Company’s issued securities of that class; |
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| 6.10 |
the repurchase of securities may not be made at a
price greater than 10% above the weighted average
traded price of the market value of the securities as
determined over the five business days immediately
preceding the date on which the transaction is
effected; and |
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| 6.11 |
the Company’s sponsor shall, prior to the Company
and/or its subsidiaries entering into the market to
acquire such securities, provide the JSE with a written
working capital statement as laid down by the JSE.” |
If and when appropriate opportunities arise, the directors will
utilise this authority to effectively return excess capital to
shareholders.
The reason for this special resolution is to grant the Company
and its subsidiaries a general authority to repurchase the
Company’s securities by way of open market transactions
on the JSE, subject to the requirements of the Company’s
articles, the Companies Act and the JSE Listings
Requirements.
The effect of this special resolution would be that the
Company and its subsidiaries will have been authorised
generally to repurchase the Company’s securities on the
open market, subject to the requirements of the Company’s
articles, the Companies Act and the JSE Listings
Requirements.
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Disclosures required in terms of the Listings
Requirements of the JSE Limited
In terms of the JSE Listings Requirements, the following
disclosures are required with reference to any repurchase
of the Company’s securities as set out in the special
resolution above.
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- Working capital statement
The directors, having considered the effects of the repurchase
of the maximum number of ordinary securities in terms of the
aforementioned general authority, confirm that for a period of
12 months after the date on which this authority is given,
that:
- the Company and the Group will be able, in the ordinary
course of business, to pay its debts;
- the consolidated assets of the Company and the Group,
fairly valued in accordance with International Financial
Reporting Standards as used in the latest audited annual
financial statements of the Group, will be in excess of the
consolidated liabilities of the Company and the Group;
- the ordinary share capital and reserves of the Company
and the Group will be adequate for ordinary business
purposes;
- the working capital resources of the Company and the
Group will be adequate for ordinary business purposes;
and
- the Company may not enter the market to proceed with
any repurchase of securities until the Company’s sponsor,
PSG Capital (Pty) Ltd, has confirmed in writing to the JSE
the adequacy of the Company’s working capital for the
purposes of undertaking a repurchase of securities.
At the date of this notice, having regard to the financial
position of the Company, the directors are of the opinion that
the Company would be able to fulfil the above requirements
even if the maximum number of permitted repurchases
would take place and the maximum general payments have
been made.
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- Litigation statement
Other than disclosed or accounted for in this annual report,
the directors of the Company, whose names are given here on the annual report, are not aware of any
legal or arbitration proceedings, pending or threatened,
against the Group which may have or have had, in the
12 months preceding the date of this notice of the AGM,
a material effect on the Group’s financial position.
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- Directors’ responsibility statement
The directors, whose names are given here on the annual report, collectively and individually, accept
full responsibility for the accuracy of the information
pertaining to the above special 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 the above
special resolution contains all information required.
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- Material changes
Other than the facts and developments reported on in this
annual report, there have been no material changes in the
affairs, financial or trading position of the Company or the
Group since the signature date of this annual report and
the posting date thereof.
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- Further disclosures
The following further disclosures required in terms of the
JSE Listings Requirements are contained in this annual report,
which forms part of this notice:
- Directors and management
- Major shareholders of the Company
- Directors’ interests in the Company’s securities
- Share capital of the Company
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Voting and attendance
- Certificated shareholders
Shareholders wishing to attend the annual general meeting
have to confirm beforehand with the transfer secretaries of
the Company that their shares are in fact registered in their
name. Should this not be the case and the shares are
registered in another name, or in the name of a nominee,
it is incumbent on shareholders attending the meeting
to make the necessary arrangements with that party to be
able to attend and vote at the meeting. A shareholder entitled
to attend and vote at the annual general meeting of the
Company is entitled to appoint a proxy or proxies to attend,
speak, and on a poll, vote in his/her stead. A proxy need not
to be a shareholder of the Company.
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- Uncertificated shareholders
Beneficial owners of dematerialised shares who wish to
attend the annual general meeting of the Company have to
request their Central Securities Depository Participant (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
entered into between them and the CSDP or broker.
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- Voting
On a show of hands, every member of the Company present
in person and entitled to vote, or any member represented by
proxy, shall have one vote only. On a poll, every ordinary
shareholder entitled to vote shall have one vote in respect of
each share held. As a general rule, the Company effects all
voting by means of a poll.
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- Proxies
For the convenience of shareholders, a form of proxy is
enclosed herewith. The form of proxy must only be completed
by shareholders who are holding shares in certificated form
or who are recorded on the electronic subregister in “own
name” dematerialised form. The instrument appointing a
proxy and the authority (if any) under which it is signed, must
reach the transfer secretaries of the Company (Computershare
Investor Services (Pty) Ltd) at the address specified on the
inside back cover, by no later than at 08:00 on Monday,
1 February 2010.
By order of the board
JMWR Pieterse _Company secretary
13 November 2009
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