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AFP - AF Pref - No Change Statement and Notice of Annual General Meeting

Release Date: 08/07/2011 17:24
Code(s): AFP
Wrap Text

AFP - AF Pref - No Change Statement and Notice of Annual General Meeting Alexander Forbes Preference Share Investments Limited (Incorporated in the Republic of South Africa) Registration number 2006/031561/06 Share code: AFP ISIN number: ZAE000098067 ("AF Pref") NO CHANGE STATEMENT AND NOTICE OF ANNUAL GENERAL MEETING No change statement Shareholders are advised that the annual financial statements of AF Pref and Alexander Forbes Equity Holdings (Pty) Limited for the year ended 31 March 2011 have been distributed to shareholders on 8 July 2011 and contain no material modifications to the audited results which were published on SENS on 14 June 2011. Notice of AF Pref annual general meeting Notice is hereby given that the fifth annual general meeting of members of the Company will be held in the Acacia Board Room, 7th Floor, Alexander Forbes Place, 61 Katherine Street, Sandown, Sandton on Wednesday, 10 August 2011 at 15h00 to transact the business as stated in the annual general meeting notice forming part of the annual financial statements. The last day to trade for shareholders to be able to attend and vote at the annual general meeting is Friday, 29 July 2011. In order to be effective, duly completed forms of proxy must be received at the office of the Transfer Secretaries by not later than 15h00 on Friday, 5 August 2011. EquityCo notice of annual general meeting In terms of the Pre-Listing Statement of AF Pref issued on 10 July 2007, the notice of annual general meeting of Alexander Forbes Equity Holdings Proprietary Limited ("EquityCo") appears below. It is noted that AF Pref preference shareholders registered as such on the close of business on Friday, 22 July 2011 will be entitled, subject to any applicable provisions of South African law, and of the EquityCo articles, to instruct AF Pref to exercise the voting rights, if any, pertaining to the EquityCo ordinary shares corresponding to their AF Pref Preference Shares. A document entitled Instruction as to Voting Rights, has been circulated to shareholders with the annual financial statements and should be lodged with the Company`s transfer secretaries or at the Company`s registered office on or before 08h30 on Wednesday, 3 August 2011 in order to give AF Pref preference shareholders` instructions as to the exercise of their voting rights. Notice is hereby given that the fifth annual general meeting of members of EquityCo will be held in the Acacia Board Room, 7th Floor, Alexander Forbes Place, 61 Katherine Street, Sandown, Sandton on Friday, 5 August 2011 at 08h30, for the consideration of the following resolutions, with or without modification: ORDINARY RESOLUTION NUMBER 1 - Adoption of Financial Statements To receive and adopt the audited annual financial statements for the year ended 31 March 2011, together with the reports of the directors and auditors. Copies of the annual financial statements for the preceding financial year are available on the Company`s website or on request from the Company Secretary. ORDINARY RESOLUTION NUMBER 2 - Re-election of Directors To re-elect, by way of separate resolutions: 2.1 Dr D Konar 2.2 Ms N Kolbe, and 2.3 Mr H Meyer to the Board of Directors. Dr D Konar retires by rotation at the annual general meeting in terms of article 85(a) of the Company`s articles of association and Ms N Kolbe and Mr H Meyer retire as Directors of the Company as they were appointed as Directors during the year and, in terms of article 89 of the Company`s articles of association are required to retire at the annual general meeting. The retiring Directors are eligible and offer themselves for re-election. Dr Konar, Ms Kolbe and Mr Meyer`s curricula vitae appear on page 40 of the integrated annual report. The Board strongly recommends the candidates for favourable consideration by members at the annual general meeting. ORDINARY RESOLUTION NUMBER 3 - Appointment of Audit Committee Members To elect, by way of separate resolutions, the following independent Non- executive Directors, as members of the Audit Committee of the Company: 3.1 Dr D Konar (Chairman) 3.2 Adv. V Ngalwana, and 3.3 Mr B Petersen. ORDINARY RESOLUTION NUMBER 4 - Appointment of Auditors To re-appoint the auditors of EquityCo for the ensuing year. The board recommends that PricewaterhouseCoopers Inc. be reappointed as external auditors, and that Mr J Grosskopf be appointed as the designated auditor to hold office for the ensuing year. ORDINARY RESOLUTION NUMBER 5 - Remuneration Report To pass a non-binding advisory vote on the Company`s remuneration policy, which is included in the financial statements in the annual report, of which this notice forms part, on page 231. SPECIAL RESOLUTION NUMBER 1 - Non-executive Directors` Fees To approve the following Directors` fees with effect from their approval at the annual general meeting: 1.1 Independent Non-Executive Directors: Board Audit Remuneration & Transformation
Committee Nominations Committee Committee Chairperso n/a 383 571 164 388 82 194 n Member 383 572 164 388 82 194 43 836 1.2 Non-Executive Directors: Non-Executive directors to receive an annual retainer of R247 678 each. SPECIAL RESOLUTION NUMBER 2 - Section 45 Inter Group Loans To resolve that the Company be and is hereby authorised to provide direct or indirect financial assistance to any related or inter-related company (as defined in the Companies Act 71 of 2008 (the "Companies Act")) of the Company by way of a general authority in favour of that category of recipients as contemplated in section 45(3)(a)(ii) of the Companies Act, on the terms and conditions and for amounts that the Board of Directors may determine from time to time. 8 July 2011 Sandton Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 08/07/2011 17:24:01 Supplied by www.sharenet.co.za Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (`JSE`). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.

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