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Results of annual general meeting and changes to the board
Dorbyl Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1911/001510/06
Share Code: DLV ISIN: ZAE000002184
("Company" or "Dorbyl")
RESULTS OF THE ANNUAL GENERAL MEETING & CHANGES TO THE BOARD
Shareholders are advised that, pursuant to the annual general
meeting of Dorbyl which was held on Thursday, 28 February 2013
(“the AGM”), the outcomes of the proposed ordinary and special
resolutions tabled for voting thereat is as follows:
– ordinary resolution number 1 to 3, 5, 7 and 8 were passed
by the requisite majority of shareholders present and
voting in person or by proxy;
– ordinary resolutions numbers 4 and 6 were withdrawn as a
result of Mr Jacques Badenhorst’s decision prior to the AGM
not to make himself available for re-election (further
details in this regard are set out below); and
– ordinary resolution number 9 and special resolutions 1 to 4
were not passed.
Shareholders are further advised that Naledi Foundry of Republic of
South Africa Proprietary Limited (“Naledi”), being the controlling
shareholder of Dorbyl (holding 54.07% of the total issued ordinary
share capital in the Company), gave notice in terms of section 61(8)(d)
of the Companies Act, 2008 to the Chairman of the AGM at the commencement
thereof in terms of which Naledi requested that the following ordinary
resolutions (in addition to the ordinary resolutions above) (“the
Additional Ordinary Resolutions”) be tabled for voting by shareholders:
– Ordinary Resolution A: For the appointment of Ms Londiwe
Mthembu as independent non-executive director and
chairperson of the board of directors of the Company
(“the Board”);
– Ordinary Resolution B: For the appointment of Mr Sibusiso
Maphatiane as executive director and chief executive
officer of Dorbyl;
– Ordinary Resolution C: For the appointment of Ms Nontobeko
Ndimande as executive director of Dorbyl;
– Ordinary Resolution D: For the appointment of Ms Dalmari
McQueen as executive director of Dorbyl;
– Ordinary Resolution E: For the appointment of Ms Dineo
Maphatiane as non-executive director of Dorbyl; and
– Ordinary Resolution F: For the appointment of Mr Maurice
Magugumela as independent non-executive director of Dorbyl.
All of the abovementioned Additional Ordinary Resolutions were
tabled for voting and were passed by the requisite majority of
shareholders present and voting in person or by proxy.
Shareholders are accordingly advised in compliance with paragraph
3.59(a) of the Listings Requirements of the JSE Limited (“the
Listings Requirements”) that Ms Londiwe Mthembu, Mr Sibusiso
Maphatiane, Ms Nontobeko Ndimande, Ms Dalmari McQueen, Ms Dineo
Maphatiane and Mr Maurice Magugumela have therefore been appointed
as directors of Dorbyl with effect from the passing of the
Additional Resolutions.
Curriculum vitae of the appointed directors are as follows:
1. Ms Londiwe Mthembu (“Ms Mthembu”) as independent non-executive
director and chairperson of the Board.
Ms Londiwe Mthembu holds a BCompt (Honours) degree and has held
many positions over the years ranging from Trainee Accountant
(PricewaterhouseCoopers), Accountant in training and Assistant
Accountant (CG Chemicals), Financial Accountant, Management
Accountant and Internal Auditor (Richards Bay Minerals). In July
1997, she left formal employment to run a management consulting
practice specialising in Accounting, Taxation, Internal Audit,
Risk Management, Business Advisory Services, Capacity Building,
Project Management and all other aspects of management
consulting. She has developed into various business interests in
property development, mining and financial services. Ms Mthembu
has held various directorships in state-owned entities,
government departments, universities and private companies,
mostly as non-executive director and audit committee
memberships. Currently she is Chairperson of the National
Department of Foreign Affairs Audit Committee.
2. Mr Sibusiso Maphatiane (“Mr Maphatiane”) as executive director
and chief executive officer of the Company.
Mr Maphatiane holds a BCom (Honours) (Accounting and Finance)
degree and started his career at Mncube High School (1985) as an
accounting teacher. This was followed by six years at the higher
education institution Vista University, initially as a lecturer
of Accounting, Taxation and Financial Management and later as
the Academic Registrar and Faculty Administrator. In 1996, Mr
Maphatiane was appointed Financial Director for the South
African Revenue Services. His entrepreneurial spirit led him to
stablishing his own company, Pytron, in 2000 which provides ICT
services (mainly financial, logistics and personnel) to
government departments.
Mr Maphatiane also serves as the non-executive chairman of
Mgwali Holdings (Pty) Limited, non-executive director at Popcru
Group of Companies and Executive Chairman of Exponant (Pty) Ltd.
Mr Maphatiane is a shareholder and director of Naledi Foundry of
the Republic of South Africa which acquired 54.07% of the issued
ordinary shares in Dorbyl (excluding treasury shares), 96.39% of
the issued DLP1 preference shares and 21.32% of the DLVP
preference shares.
3. Ms Nontobeko Ndimane (“Ms Ndimane”) as executive and financial
director.
Ms Ndimande is a Chartered Accountant by profession. She was
admitted as a member of The South African Institute of Chartered
accountants in 2010 and completed her articles as a trainee
accountant with PricewaterhouseCoopers, Financial Services -
Banking Division in December 2009. Prior to joining Dorbyl, she
was employed at the National Housing Finance Corporation (NHFC).
During her tenure at NHFC, the first half of her three year stay
was spent in the Department of Finance as a Management
Accountant and the second half as a Financial Analyst for the
Mortgage Default Insurance Project. Ms Ndimande also served as a
trustee on the NHFC Provident Fund.
4. Ms Dalmari McQueen (“Ms McQueen”) as executive director.
Ms McQueen studied Industrial Engineering at the University of
Pretoria and graduated cum Laude in 1990. She started her career
at Salcast Foundry (“Salcast”) and then her entrepreneurial
spirit led her to the fields of growing cut roses, running a
florist, a guest house and conference facility which was later
acquired by a large hotel group. In 2003 Ms McQueen returned to
Salcast, now called Guestro and served in a number of positions
including Quality Manager and Machining and Operations Manager.
Currently, Ms McQueen is the Head of Operations of Dorbyl
Limited and also serves as a member of the board of the Metal
Casting Technology Station, Faculty of Engineering and Built
Environment at the University of Johannesburg.
5. Ms Dineo Maphatiane (“Ms Maphatiane”) as non-executive director
Ms Maphatiane holds a BA Human Resource Management degree and
diplomas in Project Management as well as Education. She is
currently the chief executive officer of Medem Investments.
Previously, Ms Maphatiane was a School Headmistress, a Skills
Development Manager for the West Rand District Municipality, an
Independent Trustee of the Gauteng Partnership Fund and a non-
executive director for Gauteng Enterprise Propeller and State
Diamond Trader.
Ms Maphantiane is currently a member of the South African
Institute of Tax Practitioners, the Institute for People
Development and the Institute of Directors.
6. Mr Maurice Magugumela (“Mr Magugumela”) as independent non-
executive director.
Mr Magugumela holds a MA (Physics) from Rice University, USA and
B.S. (Physics/Mathematics) from Allegheny College, USA. He
currently holds directorships in the following companies, namely
the South African National Space Agency (of which he is the
chairman), Coidlink (Pty) Limited and Mgwali Holdings. Mr
Magugumela was chief executive officer of the National Nuclear
Regulator (“the Regulator”) from 2005 until 2008. Prior to
joining the Regulator, Mr Magugumela was employed by Eskom from
1995 to 2005 and served in various capacities as a physicist,
Senior Physicist in the Nuclear Safety Division, Senior
Financial Risk Advisor at the Treasury Department, and Licensing
Manager at Pebble Bed Modular Reactor, a subsidiary of Eskom.
Mr Magugumela has also served as President of the Convention on
Nuclear Safety (International Atomic Energy Agency) and is a
member of the Commission on Safety Standards of IAEA.
The Board would like to welcome the new members to the Board.
In addition to the above and as required by paragraph 3.59(b) of
the Listings Requirements shareholders are hereby informed of the
following retirements from the Board:
– Mr Roland Röhrs (“Roland”) as chairman and director of the
Board; and
– Mr Jacques Badenhorst (“Jacques”) as independent non-
executive director from the Board.
The Board would like to thank Roland and Jacques for their valued
contributions to Dorbyl and wishes them well with their future
endeavours.
Johannesburg
04 March 2013
Sponsor: PSG Capital Proprietary Limited
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