Annual financial statements and various prescribed reports

Presentation of the Group’s consolidated annual financial statements, the directors’ report, the independent auditor’s report, the Audit committee report, as well as the report of the Social and Ethics committee for the review period ended 30 June 2012. The complete audited financial statements are available at http://jdgroup.co.za/2011/ or can be obtained from the Company’s registered office.

Ordinary business

Ordinary resolution number 1 – Reappointment of audit firm and individual auditor

Reason for this resolution
The reason for this resolution is that the Act prescribes that the appointment of a registered firm of auditors be confirmed annually, which auditors must be independent of the Company, as well as the appointment of a suitably qualified and registered individual auditor to carry out the audit, which individual may not be disqualified from serving in terms of prescribed rotation requirements. On the recommendation of the JD Group Audit committee, it is proposed that shareholders:

Effect of this resolution
The effect of this resolution is that the Company’s shareholders will have appointed an independent firm of auditors and a qualified designated individual auditor to conduct the audit of the Group.

Ordinary resolution number 2 – Re-election of retiring directors and confirmation of casual vacancy appointments

• the provisions of the Listings Requirements of the JSE Ltd (“the JSE Rules”), the third King Report on Governance for South Africa and the King Code of Governance Principles (jointly “King III”), which prescribes that at least one-third of the non-executive directors in office must retire at every AGM of a company;
• the provisions of the Company’s MoI and the Act, which prescribes that all director appointments made since the previous AGM must be confirmed at the next AGM;
• the provisions of the Company’s MoI, which prescribes that at least one-third of the directors in office must retire at every AGM of the Company;
• the provisions of the Act, which prescribes that shareholders must elect in aggregate at least 50% of the directors to the Board.

In summary, shareholders must elect at least nine directors, of which at least three must be non-executive directors and all elections must be effected by individual stand-alone resolutions.

Having regard to the above, and as the undermentioned directors have made themselves available for election and the Nominations committee considers their continued membership as directors to be invaluable, it is proposed that shareholders, by way of individual stand-alone resolutions, vote separately for each of the following directors:

The effect of the above resolutions is that shareholders will have elected at least 50% of the members of the board and at least one-third of the non-executive directors of the Company.

Ordinary resolution number 3 – Election of directors to serve as members of the JD Group Audit committee

Reason for this resolution
The reason for this resolution is that the Company, being a public listed company, must at each AGM appoint an audit committee, comprising of at least three independent non-executive directors who, as a collective body, must be suitably qualified, skilled and experienced to fulfil the obligations of an audit committee as set out in the Act.

Having regard to the above, and as the continued membership of the undermentioned directors as members of the JD Group Audit committee is considered to be invaluable by the Board, it is proposed that shareholders, by way of individual stand-alone resolutions, vote separately for each of the following directors:

Effect of this resolution
The effect of the abovementioned resolutions is that shareholders will have elected the required number of suitably qualified, skilled and experienced directors to serve as members of the Company’s Audit committee.

Ordinary resolution number 4 – Non-binding resolution by shareholders in respect of the Company’s Remuneration Policy

Reason for this resolution
The reason for this resolution is to comply with the recommendations of King III regarding the key elements and guiding principles of the Company’s remuneration policy, ie to communicate to shareholders, for the purposes of a non-binding advisory vote, how senior executives and especially directors of the Company are remunerated.

Having regard to the above, it is proposed that shareholders pass the following non-binding advisory resolution:

“Shareholders resolve to and hereby approve the remuneration approach and policy of the Company in relation to senior executives and directors of the Company during the 2013 financial year.”

Effect of this resolution
The effect of this resolution is that the shareholders will have taken note of the key elements and guiding principles of the Company’s remuneration approach and policy and will have given an indication by way of a non-binding advisory resolution whether they have found the aforementioned appropriate.

Special resolution number 1 – Adoption of a new Memorandum of Incorporation (MoI)

Reason for this special resolution
The reason for this special resolution is that in terms of Schedule 5 of the Act, the Company may, without charge, before 1 May 2013 adopt a new MoI to be in harmony with the Act.

Having regard to the above, it is proposed that shareholders authorise the Company to adopt the proposed new MoI, with or without amendment, by passing the following special resolution:

“Resolved, in accordance with section 65(11)(a) of the Act, that the Company’s new MOI, a copy of which has been tabled at the meeting and signed by the Chairman of the AGM for identification purposes, be and is hereby approved and adopted, which new MoI will become effective on Friday, 30 November 2012, irrespective of the date of filing thereof with the Companies and Intellectual Properties Commission.”

Effect of this special resolution
The effect of this special resolution is that the Company’s existing memorandum of incorporation and articles of association will have been replaced by a new MoI with effect from Friday, 30 November 2012, which new MoI is in harmony with the provisions of the Act.

Reason for this special resolution
The reason for this special resolution is based on the need of the Company to have sufficient shares available for issue in the foreseeable future to fund its growth in order to meet its strategic objectives. Since the Company may not issue shares that have not been authorised and as it may not increase the number of its authorised shares unless it first converts its par value shares to share of no par value at the same time, it is proposed that the Company’s par value shares be converted into shares of no par value and that the existing share capital account and share premium account be transferred to the stated capital account of the Company and, following the aforementioned conversion, that the number of the Company’s authorised shares be increased.

Accordingly, the board proposes that shareholders consider and approve, with or without modification, the conversion of the Company’s par value shares to shares of no par value and further approve an increase in the number of the Company’s authorised shares by way of the following special resolutions:

Effect of these special resolutions
The effect of these special resolutions is that the Company’s ordinary par value shares will have been converted into ordinary shares of no par value. In addition, the number of the Company’s authorised ordinary shares will have been increased to 500 000 000 (five hundred million) ordinary shares of no par value.

Ordinary resolution number 5 – Placing a portion of the Company’s unissued shares under the control of the directors for purposes of the SAR Scheme

Reason for these resolutions
The reason for these resolutions is to place a limited number of the Company’s unissued shares under the control of the directors so that they can be allotted/granted/issued to participants of the SAR Scheme.

It is proposed that shareholders consider and pass the following resolution, with or without modification:

“It is resolved that, for the period until the next AGM, 10 000 000 (ten million) of the Company’s authorised but unissued ordinary shares, equivalent to 4,5% (four comma five per cent) of the Company’s current issued shares, be placed under the control of the directors, who are hereby authorised in terms of a specific authority, to allot/grant/issue shares or rights in respect thereof, which authority also empowers the directors in future to, inter alia, issue such shares as may be necessary to settle the obligations of the SAR Scheme to participants as may be determined by the RemCom in accordance with the SAR Scheme Rules and subject to the requirements of the Company’s MoI, the Act and the JSE Rules.”

Effect of this resolution
The effect of this resolution is that a maximum of 10 000 000 (ten million) of the Company’s unissued shares will have been placed under the control of the directors for administering the SAR Scheme and, for the period until the next AGM, the directors will have the authority to allot/grant/issue up to 10 000 000 (ten million) shares for purposes of the SAR Scheme. In addition the directors will be empowered in future to settle all ensuing obligations relating to these rights.

Ordinary resolution number 6 – Authority to place the Company’s unissued shares under the control of the directors for purposes other than the SAR Scheme

Reason for this resolution
The reason for this resolution is to place a limited number of the Company’s unissued shares under the control of the directors to provide for the potential conversion of the five-year fixed-rate senior unsecured convertible bonds into ordinary shares and further for allotment and issue when commercial opportunities arise.

It is therefore proposed that shareholders consider and pass the following resolution with or without modification:

“Resolved, as a general authority and subject to the requirements of the JSE Rules and the Act, that 23 775 094 (twenty-three million seven hundred and seventy-five thousand and ninety-four) of the Company’s ordinary shares, equivalent to 10% (ten per cent) of the Company’s current authorised but unissued and “reserved” shares, be placed under the control of the directors until the next AGM, to enable the directors to issue and allot such shares on such terms and conditions as they may in their sole discretion determine in the best interest of the Company when opportunities arise.”

Effect of this resolution
The effect of this resolution is that the board will have been authorised to allot and issue 10% (ten per cent) of the Company’s unissued and “reserved” shares to take advantage of commercial opportunities.

Ordinary resolution number 7 – General authority to distribute stated share capital and/or reserves to shareholders

Reason for this resolution
The reason for this resolution is to obtain authority for the directors to make the aforementioned distributions to shareholders.

It is therefore proposed that shareholders consider and pass the following resolution with or without modification:

“Resolved, by way of a general authority, that the directors be and are hereby authorised to distribute to shareholders of the Company any share capital transferred to the stated capital account and/or reserves of the Company in accordance with the provisions of section 46 of the Act, the JSE Rules and the Company’s MoI, with or without the right to receive shares as a capitalisation award.”

Effect of this resolution
The effect of this resolution is that the directors will have been authorised to distribute to shareholders of the Company any share capital and/or stated capital and/or reserves subject to the fulfilment of certain requirements.

Ordinary resolution number 8 – General authority to create and issue convertible debentures, debenture stock and/or bonds

Reason for this resolution
The reason for this resolution is to obtain authority for the directors to create and issue convertible debentures, debenture stock and/or bonds having conversion rights into a maximum of 10% (ten per cent) of the Company’s issued ordinary and “reserved” shares, inclusive of existing convertible bonds or other convertible instruments into ordinary shares.

It is therefore proposed that shareholders consider and pass the following resolution with or without modification:

“Resolved that the directors of the Company be and are herewith authorised, by way of a general authority, in terms of section 41 of the Act, the Company’s MoI and subject to the JSE Rules, to create and issue convertible debentures, debenture stock and/or bonds, having conversion rights into a maximum of 23 775 094 (twenty-three million seven hundred and seventy-five thousand and ninety-four) of the Company’s ordinary shares, equivalent to 10% (ten per cent) of the Company’s current authorised but unissued and “reserved” shares and, subject to a conversion premium of not less than 20% (twenty per cent) above the volume-weighted traded price of the Company’s shares for at least the three (3) trading days prior to conversion, and further subject to such conversion and such other terms and conditions as the directors may determine in their sole and absolute discretion, which authority shall be valid only until the next AGM or for 15 months from the date of the passing of this resolution, whichever is the earlier.”

Effect of this resolution
The effect of this resolution is that the directors will have been authorised to create and issue convertible debentures, debenture stock and/or bonds having conversion rights into a maximum of 10% (ten per cent) of the Company’s issued and “reserved” share capital, inclusive of existing bonds, debentures and other convertible instruments into ordinary shares, subject to the conditions set out in this resolution.

Special business

Special resolution number 3 – Approval of directors’ remuneration

Reason for these special resolutions
Section 66(9) of the Act stipulates that payment of compensation for directors, described as remuneration for “services as directors”, may be paid only in accordance with a special resolution approved by shareholders and further stipulates that shareholders should authorise “the basis for compensation” to directors. In addition, King III recommends that the board should be mandated to determine the remuneration of the executive directors in accordance with the guiding principles of the Company’s remuneration policy. Accordingly, the reason for this special resolution is to pre-approve the remuneration of the non-executive directors for the ensuing year and to mandate the board to set and pay the executive directors’ remuneration on a pay-for-performance basis as recommended by King III.

The RemCom, having compared and benchmarked the directors’ remuneration with peers in the market and having found it fair, recommends that shareholders consider and approve, with or without modification, the undermentioned directors’ remuneration for the ensuing year by passing the following two special resolutions by way of individual stand-alone resolutions to be voted on separately:

	12.1.1	As non-executive director (per meeting):
		A base fee for serving as a non-executive director on the board R28 000 A fee for attending a board meeting R44 000
	12.1.2	A fee for attending committee meetings as a member (per meeting):
		A fee for attending an Audit committee meeting R22 300 A fee for attending a Risk Management committee meeting R16 500 A fee for attending a Remuneration committee meeting R16 500 A fee for attending a Nominations committee meeting Nil* A fee for attending a Social and Ethics committee meeting R16 500
		*Nil if it falls on the same date as the Remuneration committee meeting, otherwise R3 500 per hour.
	12.1.3	As non-executive chairman:
		For each Audit committee meeting chaired R44 600 For each Risk Management committee meeting chaired R28 000 For each Remuneration committee meeting chaired R28 000 For each Nominations committee meeting chaired R28 000* For each Social and Ethics committee meeting chaired R28 000 For each board meeting chaired by a person other than the Group Executive Chairman (i.e. in his absence) R53 000
		*Nil if it falls on the same date as the Remuneration committee meeting.
	12.1.4	Other fees for services as a non-executive director: A fee of R3 500 per hour for attending ad hoc or other informal meetings or engagements on behalf of the Company or for attending to other assignments for the benefit and in the interest of the Company. All costs incurred by the non-executive directors for attending meetings or other formal engagements on behalf of the Company will be reimbursed upon the submission of proof of expenditure.”
	The abovementioned fees on aggregate reflect an increase of approximately 6% to those approved at the previous AGM.
12.2	Special resolution number 3.2 – Executive directors’ fees
	“Resolve to and hereby mandate the board, through the RemCom, to determine and pay fair and responsible remuneration to the executive directors in accordance with the guiding principles of the Company’s Remuneration Policy, which remuneration should be based substantially on a pay-for-performance approach for the services they render to the Company as executive directors on the board and for carrying out their obligations as employees of the Company in terms of their contract with the Company.” Effect of these special resolutions The effect of the above special resolutions is that the non-executive directors’ remuneration will be fixed for the ensuing year and that the board, through the RemCom, will be authorised to set and pay fair and responsible remuneration to the executive directors for services rendered to the Company as executive directors, without requiring further shareholder approval until the next AGM.

Special resolution number 4 – To authorise the directors to provide financial assistance in terms of section 45 of the Act

Reason for this special resolution
In terms of the Act, a company is required to obtain shareholders’ approval by way of a special resolution for the provision by it of direct or indirect financial assistance to a related or inter-related party. The Company has at all relevant times in the past provided direct and indirect financial assistance to its subsidiaries and related and inter-related companies for the benefit of subsidiaries or related or inter-related companies and the Group. To facilitate the achievement by the Group of its strategic goals, it is imperative that this financial assistance continue. In addition, the directors must conduct a solvency and liquidity test and also determine whether the financial assistance to be given is fair and reasonable to the Company. Therefore, the reason for this special resolution is to obtain shareholder approval for the directors to provide financial assistance to a related or inter-related party in accordance with the provisions of section 45 of the Act.

It is therefore proposed that shareholders mandate the directors, by way of a general authority, to provide financial assistance to any related or inter-related company in accordance with the provisions of section 45 of the Act, by passing the following special resolution with or without modification:

• provide direct or indirect financial assistance to any subsidiary, related or inter-related company (as defined in the Act) by way of a general authority as contemplated in terms of section 45(3)(a)(ii) of the Act;
• provide direct or indirect financial assistance by way of entering into funding and facility agreements and debt capital market and domestic medium-term note programmes with financing, banking and investment institutions, in respect of facilities and funding afforded to the Company and/or to any one or more of its subsidiaries, related or inter-related companies;
• inter alia furnish guarantees and to subordinate its claims held on shareholder’s and/or inter-company or related company loan accounts against any subsidiary and/or related or inter-related company,
  on condition that the Board is satisfied that immediately after providing any direct or indirect financial assistance approved in terms of this resolution, the Company will satisfy the solvency and liquidity test and further that the terms under which the financial assistance to be given in respect of any subsidiary, related or inter-related company, are fair and reasonable to the Company.”

Effect of this special resolution
The effect of this special resolution is that the Company will have been authorised to provide financial assistance as contemplated in section 45 of the Act to subsidiaries and other related or inter-related companies pursuant to a Board resolution and by fulfilling certain requirements as described above and more fully set out in the Act.

Special resolution number 5 – To authorise the directors to provide financial assistance for the subscription or purchase of securities in terms of section 44 of the Act

Reason for this special resolution
In terms of the Act, a company is required to obtain shareholders’ approval by way of a special resolution for the provision by it of financial assistance by way of a loan, guarantee, the provision of security or otherwise to a subsidiary or a related or inter-related company for the purposes of or in connection with the subscription of any option or securities, issued or to be issued, by a company or a related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company.

It is therefore proposed that shareholders mandate the directors, by way of a general authority, to provide financial assistance to any subsidiary or related or inter-related company in accordance with the provisions of section 44 of the Act, by passing the following special resolution with or without modification:

“Resolved that the Company be and is hereby authorised, to the extent required, by way of a general authority in terms of section 44(3)(a)(ii) of the Act, to provide financial assistance to any subsidiary or related or inter-related company, by way of a loan, guarantee, the provision of security or otherwise for the purposes of or in connection with the subscription of any option or any securities issued or to be issued by the Company or a subsidiary, related or inter-related company or for the purchase of any securities of the Company or a subsidiary, related or inter-related company, on condition that the Board is satisfied that immediately after providing any financial assistance approved in terms of this special resolution, the Company will satisfy the solvency and liquidity test and further that the terms under which the financial assistance is proposed to be given, are fair and reasonable to the Company.”

Effect of this special resolution
The effect of this special resolution is that the Company will be authorised to provide financial assistance as contemplated in section 44 of the Act for the subscription or purchase of securities issued or to be issued by the Company, its subsidiaries and other related or inter-related companies pursuant to a board resolution and by fulfilling the requirements set out above and as further set out in section 44 of the Act.

Special resolution number 6 – Acquisition by the Company and/or a subsidiary of shares issued by the Company

Reason for this special resolution
The reason for this special resolution is to obtain shareholders’ approval for the directors to authorise the repurchase of shares issued by the Company and for any subsidiary of the Company to acquire shares issued by the Company, subject to the Act and the JSE Rules.

It is therefore proposed that shareholders approve, in terms of a general authority, the repurchase of shares in the Company by the Company and/or any subsidiary of the Company, by passing the following special resolution with or without modification:

“Resolved, as a general authority, that the Company may acquire shares issued by it, and/or that a subsidiary of the Company may acquire shares issued by the Company, on such terms and conditions as may be determined by the directors of the Company or the directors of the subsidiary company (as the case may be), provided that:

Effect of this special resolution
The effect of this special resolution is that the directors of the Company and/or a subsidiary company will have been authorised to repurchase the Company’s shares in accordance with the provisions of the Act and the JSE Rules.