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VIL - Village Main Reef Limited - Resolution of the Shareholders of Village
under section 60 of The Companies Act, 2008 (The "Act")
Village Main Reef Limited (formerly known as Village Main Reef Gold Mining
Company (1934) Limited)
(Registration number 1934/0057034/06)
Share Code: VIL
ISIN: ZAE000154761
("Village")
RESOLUTION OF THE SHAREHOLDERS OF VILLAGE UNDER SECTION 60 OF THE COMPANIES ACT,
2008 (the "Act")
Shareholders are advised that the board of directors of Village have resolved
(in terms of section 65(2) of the Act) to propose special resolutions relating
to -
1. the provision of financial assistance (as defined in the Act) to a related
company (as defined in the Act) or an inter-related company (as defined in
the Act) in terms of section 45 of the Act, as Village will be required
from time to time to provide financial assistance to its subsidiaries and
certain other companies and corporations as contemplated in terms of
section 45(2) of the Act, in order for Village and its subsidiaries to
carry on business;
2. the payment of remuneration to Village`s directors as directors in terms
of section 66 of the Act, as Village has historically (prior to the Act
becoming effective) paid remuneration to its directors for their services
as directors,
(the "proposed special resolutions") for consideration by written consent of
shareholders in terms of section 60 of the Act.
In terms of section 60 of the Act, a resolution that could be voted on at a
shareholders meeting may instead be submitted for consideration to the
shareholders entitled to exercise voting rights in relation to the resolution,
and be voted on in writing by shareholders entitled to exercise voting rights in
relation to the resolution, within 20 business days after the resolution was
submitted to them.
Section 60(2) of the Act further provides that a resolution contemplated in
section 60(1) of the Act will have been adopted if it is supported by persons
entitled to exercise sufficient voting rights for it to have been adopted as an
ordinary or special resolution, as the case may be, at a properly constituted
shareholders meeting, and if adopted such resolution will have the same effect
as if it had been approved by voting at a meeting.
Section 65(2) of the Act provides that the board may propose any resolution to
be considered by shareholders, and may determine whether that resolution will be
considered at a meeting, or by vote or written consent in terms of section 60 of
the Act. The board of directors of Village has determined by resolution that the
proposed special resolutions be considered by the shareholders of Village by
written consent in terms of section 60 of the Act.
A letter together with the proposed special resolutions and a form of written
consent ("the shareholder letter") was distributed to shareholders of Village
today, which letter sets out the detailed action required to be taken by
shareholders in respect of proposed special resolutions.
The shareholder letter is also available to be viewed on Village`s website
www.villagemainreef.co.za.
In regard to the action required by shareholders, the following should be noted:
1. shareholders who have dematerialised their Village shares (other than own-
name dematerialised shareholders) in terms of the Securities Services Act,
2004 should advise their Central Securities Depository Participant ("CSDP")
or broker as to what action they wish to take. This must be done in terms
of the agreement entered into between them and their CSDP or broker.
Shareholders who have dematerialised their Village shares (other than own-
name dematerialised shareholders) must not return the form of written
consent set out in annexure "2" ("Written Consent") of the shareholder
letter to the transfer secretaries. Their instructions must be sent to
their CSDP or broker for action;
2. certificated shareholders and own-name dematerialised shareholders may
indicate, by the insertion of the relevant number of votes exercisable by
that shareholder in the appropriate box provided, on the Written Consent
how they cast their votes in relation to the proposed special resolutions.
Shareholders are required to return a copy of the completed and signed
Written Consent to Link Market Services South Africa Proprietary Limited
(the transfer secretaries of Village) within 20 (twenty) business days of
the date of receipt thereof at any one of the following addresses -
2.1 physical address: 13th Floor, Rennei House, 19 Ameshoff Street,
Braamfontein;
2.2 postal address: Link Market Services South Africa Proprietary Limited,
PO Box 4844, Johannesburg, 2000;
2.3 fax: +27 86 674 2450; and/or
2.4 email: meetfax@linkmarketservices.co.za;
3. where a shareholder has received the shareholder letter attaching the
proposed special resolutions by means of fax such shareholder is deemed to
have received those documents on the date and at the time recorded by the
fax receiver, unless there is conclusive evidence that it was delivered on
a different date or at a different time;
4. where a shareholder has received the shareholders letter attaching the
proposed special resolutions by means of electronic mail such shareholder
is deemed to have received those documents on the date and at the time
recorded by the computer used by the sender, unless there is conclusive
evidence that it was delivered on a different date or at a different time;
5. where a shareholder has received the shareholder letter attaching the
proposed special resolutions by means of registered post such shareholder
is deemed to have received those documents on the 7th (seventh) day
following the day on which the notice or document was posted as recorded by
a post office, unless there is conclusive evidence that it was delivered on
a different day;
6. where a shareholder has received the shareholder letter attaching the
proposed special resolutions by hand, in the case of a natural person or in
the case of a company or body corporate, by hand to a responsible employee,
at its registered office or its principal place of business within the
Republic of South Africa, then such shareholder is deemed to have received
those documents on the date and at the time recorded on the receipt for
delivery, unless there is conclusive evidence that it was delivered on a
different date or at a different time.
The directors of Village have determined the record date, for determining which
shareholders are entitled to decide the proposed special resolutions by written
consent as being 24 June 2011, being the seventh business day following the date
on which the shareholder letter is posted by registered post to shareholders of
Village.
13 June 2011
Sponsor to Village
Java Capital
Legal advisor to Village
Cliffe Dekker Hofmeyr Inc.
Date: 14/06/2011 09:58:01 Supplied by www.sharenet.co.za
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