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AGM and form of Proxy
Wilderness Holdings Limited
Incorporated in Botswana | (Registration number 2004/2986)
Registered as an external company in South Africa | (Registration number 2009/022894/10)
Share code: WIL | ISIN: BW0000000868
(Wilderness or the Company)
Notice of annual general meeting
Notice is hereby given that the seventh annual general meeting of shareholders of Wilderness Holdings Limited will be held at
Deloitte House, Plot 64518, Fairgrounds Office Park, Gaborone, Botswana on Wednesday, 30 August 2017 at 9:30, for the
purpose of transacting the following agenda.
Agenda
1. Presentation of annual financial statements and report
To receive, consider and adopt the audited financial statements for the year ended 28 February 2017. The complete set of the
consolidated audited annual financial statements, together with the Auditor’s Report and report of the Audit Committee and th e
report of the Remuneration and Nomination Committee, are contained in the integrated annual report.
2. Dividend
To note that a dividend of 16.5 thebe per share was declared on 24 May 2017 as a final dividend.
Resolutions
3. Special resolution
Amendment of clause 13 of the Constitution of the Company
To amend the Constitution of the Company by deleting clause 13 in its entirety, and substituting it with a new clause 13 as s et
out in Annexure “A”, allowing the Company, inter alia, to purchase its own shares, and hold them as treasury shares, either in
the name of the Company or through a subsidiary.
4. Ordinary resolution number 1
Re-election of directors of the Company
To re-elect, each by way of a separate vote, the following directors retiring, in terms of clause 18.2.1 of the Constitution, and
who are eligible and have offered themselves for re-election:
4.1.1 John Hunt
4.1.2 Marcus ter Haar
4.1.3 Michael Tollman
Brief CVs in respect of each director offering himself for re-election are contained in the integrated annual report.
5. Ordinary resolution number 2
Re-election of members of the Audit Committee
To re-elect, each by way of a separate vote, the following independent non-executive directors as members of the Audit
Committee:
5.1 Malcolm McCulloch
5.2 Marcus ter Haar
5.3 Michael Tollman
The members’ appointment shall be effective from the conclusion of the annual general meeting at which this resolution is
passed until the conclusion of the next annual general meeting of the Company.
Brief CVs in respect of each member offering himself for re-election are contained in the integrated annual report.
6. Ordinary resolution number 3
Re-appointment of external auditors
To re-appoint Deloitte & Touche, upon the recommendation of the Audit Committee, as the independent registered auditors of
the Company,
and to take note that the individual registered auditors who will undertake the audit during the financial year ending 28 February
2017 are Mr Freddie Els and Ms Carmeni Naidoo.
7. Ordinary resolution number 4
Remuneration of external auditors
To authorise the Audit Committee to determine the remuneration of the external auditors and the auditors’ terms of reference.
8. Ordinary resolution number 5
Remuneration of non-executive directors
To approve remuneration of non-executive directors for the financial year ended 28 February 2017, in terms of clause 20.4 of
the Constitution, as recommended by the Board and set out in the note below.
Non-executive remuneration for the financial year ended 28 February 2017:
Pula
Chairman of the Board 480 000
Deputy Chairman 200 000
Non-executive directors 100 000
Chairman of the Audit Committee 50 000
Chairman of the Investment Committee 50 000
Chairman of the Remuneration and Nomination Committee 50 000
Chairman of the Risk Committee 50 000
Chairman of the Safety Review Board 50 000
Chairman of the Social, Ethics and Sustainability Committee 50 000
9. Special business: Ordinary resolution number 6
Authority for share buy-back
To pass a resolution authorising the Company, in terms of the Constitution (as amended), by way of a specific approval to
purchase and/or acquire its own shares by itself or any subsidiary. Subject to the Act, the BSE Requirements and the JSE
Requirements, but without prejudice to the provisions of sections 66, 69, 70 and 98, and the provisions of section 78 subsection
(6), the purchase of the shares may be done on-market or off-market.
The Company shall further be entitled to purchase its own shares in terms of the authority and/or mandate given to the Board
hereunder, for the purposes of achieving one or more of the following objectives:
• Increasing and/or broadening the number of shares held by the general public as free float;
• Enhancing or creating the liquidity, demand and/or trading of the shares on the BSE and JSE, respectively, or on any other
recognised stock exchange on which the shares of the Company may be listed from time to time;
• Attracting strategic, technical and/or institutional investors; and
• Implementation of, and/or pursuant to an employee share incentive scheme.
In accordance with the provisions of clause 13 of the Constitution (as amended), the acquisition or purchase of own shares in
aggregate value may not in any financial year exceed five percent (5%) of the issued shares of the Company where the shares
are held by the Company, and may not, in any financial year, exceed ten percent (10%) of the issued shares of the Company
where the shares are held by a subsidiary of the Company.
10. Advisory endorsement of the remuneration philosophy
To endorse through a non-binding advisory vote, the Company’s remuneration philosophy as set out in the Report of the
Remuneration and Nomination Committee in the integrated annual report.
11. General
To transact such other business as may be transacted at an annual general meeting.
Voting and proxies
A member entitled to attend and vote may appoint a proxy to attend and vote on their behalf, and such proxy need not be a
member of the Company. The instrument appointing such a proxy must be deposited at the Secretary’s office not less than 24
hours before the meeting. A proxy form is enclosed with this notice.
On a show of hands or by voice, every shareholder of the Company present in person or represented by proxy shall have only
one vote in respect of the number of shares he holds or represents.
On a poll, every shareholder of the Company present in person or represented by proxy shall have one vote for every share
held in the Company by such shareholder or for every share represented by a proxy.
A resolution put to the vote shall be decided by a show of hands or by voice unless a poll is demanded (on or before the
declaration of the result on a show of hands) by not less than five shareholders having the right to vote at the meeting, a
shareholder representing not less than 10% of the total voting rights of all shareholders having the right to vote at the meeting
or the Chairperson of the meeting.
Shareholders who hold their shares in certificated form or are “own-name registered” dematerialised shareholders and who are
unable to attend the annual general meeting, but wish to be represented at the annual general meeting must complete and
return the form of proxy attached in accordance with the instructions contained therein to be received by the Secretary’s office
not less than 24 hours before the meeting.
Other shareholders who hold their shares in uncertificated form through a Central Securities Depository Participant (CSDP) or
broker and who wish to vote by way of proxy at the annual general meeting, should provide their CSDP or broker with their
voting instructions, in terms of the custody agreement entered into between such shareholders and their CSDP or broker.
These instructions must be provided to the CSDP or broker by the cut-off time and date advised by the CSDP or broker for
instructions of this nature. If, however, such shareholders wish to attend the annual general meeting in person, then they will
need to request their CSDP or broker to provide them with a Letter of Representation in terms of the custody agreement
entered into between the dematerialised shareholder and their CSDP or broker.
By order of the Board
Derek de la Harpe
Commercial Director
Registered office
Botswana
Deloitte House, Plot 64518 Fairgrounds, Gaborone, Botswana
South Africa
373 Rivonia Boulevard Rivonia, South Africa PO Box 5219, Rivonia, 2128, South Africa
ANNEXURE A
Notice of annual general meeting – under special business
Wilderness Holdings Limited – amendments to the Constitution of the Company
Amendments to clause 13 of the Constitution – purchase of own shares
“13 Purchase of own shares
13.1 Subject to the provisions of section 66 of the Act, and without prejudice to any rights attaching to existing shares, the
Company may with the approval of the Board and by ordinary resolution of the Shareholders purchase or enter into a contract
to purchase all or any of its own fully paid up shares of any class.
13.2 A member may at any time request the Company to purchase all or part of his shares and, if such request is made, the
Company shall purchase his shares.
13.3 In the event that the Company purchases its own shares, those shares shall be cancelled and the amount of the
Company’s stated capital shall be reduced by the amount of the consideration paid by the Company for the shares.”
Clause 13 is hereby amended by deleting it in its entirety, and substituting it with the following text:
“13 Purchase of own shares
13.1 Authority to purchase own shares
13.1.1 Subject to the Act, the BSE Requirements and the JSE Requirements, but without prejudice to the provisions of sections
66, 69, 70 and 98, and the provisions of section 78 subsection (6), the Company may with the approval of the Board and an
ordinary resolution of the shareholders, purchase its own shares on-market or off-market, or otherwise acquire its own shares.
13.1.2 The Company shall further be entitled, as determined by, and with the approval of the Board, and an ordinary resolution
of the shareholders, to purchase its own shares on-market or off-market, or otherwise acquire its own shares, for achieving one
or more of the following objectives, and for the purposes of:
13.1.2.1 returning surplus cash to the shareholders;
13.1.2.2 increasing earnings per share;
13.1.2.3 increasing and/or broadening the number of shares held by the general public as free float;
13.1.2.4 enhancing or creating the liquidity, demand and/or trading of the shares on the BSE and JSE, respectively, or on any
other recognised stock exchange on which the shares of the Company may be listed from time to time;
13.1.2.5 increasing the net assets per share;
13.1.2.6 attracting strategic, technical and/or institutional investors
13.1.2.7 increasing the gearing of the Company; and
13.1.2.8 implementation of, and/or pursuant to an employee share incentive scheme.
13.1.3 The approval pursuant to clauses 13.1.1 and 13.1.2 may be a general approval or a specific approval for a particular
acquisition.
13.1.4 If the approval granted in accordance with clause 13.1.1 and 13.1.2 is a general approval, it shall be valid only until the
next annual meeting or it may be revoked or varied by ordinary resolution by any general meeting of the Company at any time
prior to such annual meeting.
13.1.5 Subject to the Act, the BSE Requirements and the JSE Requirements, and pursuant to the authority granted under this
clause 13, the Board shall in the exercise of its discretion, determine, resolve and/or specify, from time to time in each fi nancial
year:
13.1.5.1 the maximum number of shares authorised to be acquired by the Company;
13.1.5.2 the price and/or the amount of the consideration to be paid by the Company for the purchase or acquisition of such
shares;
13.1.5.3 whether the number of shares so purchased shall be held by the Company and/or its subsidiaries as the Treasury
Shares (as defined in clause 13.2 below), which shares, shall not be deemed cancelled;
13.1.5.4 the manner in which such shares shall be purchased or acquired by the Company, whether on-market, off-market, by
means of a circular to all the shareholders, tender offers, or sale and purchase agreements to all or individual shareholders or
otherwise;
13.1.5.5 the price and/or the amount of the consideration to be paid by the Company for the purchase or acquisition of such
shares which price shall be fair and reasonable to the Company and to all its existing shareholders in accordance with sections
53 (1) (b), 66 (4) and 70 (1) of the Act; and
13.1.5.6 in all cases, that there are reasonable grounds for believing that the Company would satisfy the solvency test in
accordance with sections 4, 58, 65 (5) and 71 (2) of the Act.
13.2 Treasury Shares
13.2.1 Upon a purchase of shares in accordance with the provisions of clause 13.1 above, the Company may:
13.2.1.1 hold the shares (or any of them) itself in treasury (“the Treasury Shares”), or hold the Treasury Shares in a subsidiary
company in accordance with section 78(6) of the Act;
13.2.1.2 deal with any of the Treasury Shares, at any time, in accordance with the provisions of this clause 13; and
13.2.1.3 cancel any of the Treasury Shares, at any time, in accordance with the provisions of this clause 13.
13.2.2 Where the Treasury Shares are held by the Company, the aggregate value of the Treasury Shares held shall not, in any
financial year, exceed five percent (5%) of the issued shares of the Company.
13.2.3 Where the Treasury Shares are held by a subsidiary of the Company, the aggregate value of the Treasury Shares held
shall not, in any financial year, exceed ten percent (10%) of the issued shares of the Company.
13.2.4 Upon the purchase and/or acquisition, the name of the Company or its subsidiary (as the case may be) as the holder of
the Treasury Shares, shall be entered into the share register as the shareholder holding the Treasury Shares.
13.2.5 Upon the purchase and/or acquisition of the Treasury Shares by the Company or its subsidiary, notice shall be issued by
the Company or its subsidiary, as the case may be, to the Registrar within thirty (30) days of the purchase and/ or acquisition.
13.3 Exercise of Rights of Treasury Shares
13.3.1 In the event that the Treasury Shares are held by the Company, the Company shall not be entitled to exercise any rights
in respect of the Treasury Shares, nor attend and/or vote at any meetings, and any purported exercise of such rights shall be
void.
13.3.2 No dividend may be paid, and no other distribution (whether in cash or otherwise) of the Company’s assets (including
any distribution of assets to members on a winding up) may be made to the Company, in respect of the Treasury Shares.
13.3.3 Nothing in this clause 13 shall prevent an allotment of shares as fully paid bonus shares in respect of the Treasury
Shares, or the payment of any amount payable on the redemption of the Treasury Shares (if they are redeemable shares).
13.3.4 Any shares allotted as fully paid bonus shares in respect of the Treasury Shares shall be treated as if purchased by th e
Company, at the time they were allotted, in circumstances in which this clause 13.3 (Exercise of Rights of Treasury Shares)
applies or applied.
13.4 Disposal of the Treasury Shares
13.4.1 Where the shares are held as Treasury Shares, the Company may at any time:
13.4.1.1 sell the shares (or any of them) for a cash consideration; or
13.4.1.2 transfer the shares (or any of them) for the purposes of or pursuant to an employee share incentive scheme.
13.4.2 Prior to a sale of any of the Treasury Shares pursuant to clause 13.4.1.1, the Board shall:
13.4.2.1 determine the amount of the consideration for which the Treasury Shares shall be sold and transferred; and
13.4.2.2 resolve that, in its opinion, the consideration is fair and reasonable to the Company, and to all existing shareholders.
13.4.3 The Company shall not grant or sell any Treasury Shares or enter into any obligations to transfer such Treasury Shares
where the Company has received notice in writing of a takeover scheme, or where the BSE makes a public notification to the
share market that a takeover offer for more than twenty percent (20%) of the Company’s issued shares is to be made.
13.5 Cancellation of the Treasury Shares
The Company may cancel any of the Treasury Shares whereon the amount of the Company’s stated capital shall be reduced
accordingly by the amount of shares so cancelled.
13.6 Financing the Purchase of Treasury Shares
13.6.1 The Company shall be entitled to finance the sale and purchase of the Treasury Shares by means of one or more of the
following:
13.6.1.1 distributable profits of the Company;
13.6.1.2 the proceeds of a new issue of shares made for the purpose of financing the purchase of the Treasury Shares;
13.6.1.3 capital raising, rights issues, and/or debt instruments;
13.6.1.4 raising funding and/or debt; and/or
13.6.1.5 agreements underwriting the sale of the Treasury Shares.”
Contact information
Botswana corporate information
Incorporated in the Republic of Botswana
Registration number 2004/2986
Registered address
Deloitte House
Plot 64518
Fairgrounds Office Park
Gaborone, Botswana
Private BR 159, Broadhurst
Gaborone, Botswana
Company Secretary
Desert Secretarial Services (Pty) Ltd
Deloitte & Touche House
Plot 64518
Fairgrounds Office Park
Gaborone, Botswana
Primary listing
Botswana Stock Exchange
Exchange House
Office Block 6 Plot 64511 Fairgrounds
Private Bag 00417, Gaborone, Botswana
Auditors in Botswana
Deloitte & Touche
Deloitte & Touche House
Plot 64518
Fairgrounds Office Park
Gaborone, Botswana
PO Box 778, Gaborone, Botswana
Bankers
Stanbic Bank Limited
Stanbic House
Plot 50672
Off Machel Drive, Fairground
Private Bag 00168, Gaborone, Botswana
First National Bank of Botswana
Ngami Centre
Plot 152
Maun, Botswana
Private Bag 231, Maun, Botswana
Transfer secretaries
Transaction Management Services (Proprietary) Limited
trading as Corpserve Botswana
Unit 206, 2nd Floor
Plot 64516
Showgrounds Close
Fairgrounds Office Park
Gaborone, Botswana
PO Box 1583, AAD
Gaborone, Botswana
A member of the IFSC
Botswana International Financial Services Centre
Plot 50676, Fairgrounds Office Park
Private Bag 160, Gaborone, Botswana
Legal advisers
Collins Newman & Co
Dinatla Court
Plot 4863
Gaborone, Botswana
PO Box 882, Gaborone, Botswana
South Africa Corporate information
Registered as an external company in South Africa
Registration number 2009/022894/10
Registered address
373 Rivonia Boulevard
Rivonia, South Africa
PO Box 5219, Rivonia, 2128 South Africa
Secondary listing
Johannesburg Stock Exchange
JSE Limited One Exchange Square
Gwen Lane, Sandown, 2196
Private Bag X991174 Sandton, 2146
South Africa
Auditors in South Africa
Deloitte & Touche
Building 1
The Woodlands. Woodlands Drive
Woodmead, South Africa
Private Bag X6, Gallo Manor, 2052 South Africa
Bankers
The Standard Bank of South Africa Limited
7th Floor
Standard Bank Centre
3 Simmonds Street
Johannesburg, 2001
South Africa
Sponsor
Arbor Capital (Pty) Ltd
Ground Floor
One Health Building
Woodmead North Office Park
54 Maxwell Drive
Woodmead 2191
South Africa
Transfer secretaries
Computershare Investor Services Proprietary Limited
70 Marshall Street
Johannesburg, 2001, South Africa
PO Box 61051, Marshalltown, 2107
South Africa
Form of proxy
Wilderness Holdings Limited
Incorporated in Botswana | (Registration number 2004/2986)
Registered as an external company in South Africa | (Registration number 2009/022894/10)
Share code: WIL | ISIN: BW0000000868
(Wilderness or the Company)
Only for use by shareholders of Wilderness shares in certificated or dematerialised “own-name registered” form. Other
dematerialised shareholders must inform their CSDP or broker of their intention to attend the annual general meeting to be held
at Deloitte House, Plot 64518, Fairgrounds Office Park, Gaborone, Botswana, on Wednesday, 30 August 2017 at 9:30, in order
that the CSDP or broker may issue them with the necessary Letters of Representation to attend, or provide the CSDP or broker
with their voting instructions should they not wish to attend the annual general meeting in person.
I/We
(Full name in BLOCK LETTERS please)
of
(address)
Telephone (work) Telephone (home)
(area code and number) (area code and number)
being a shareholder of Wilderness and holder of number of ordinary shares, hereby appoint
1. or failing him/her
2. or failing him/her
3. the Chairman of the annual general meeting as my/our proxy to act for me/us at the annual general meeting of the Company
to be held at Deloitte House, Plot 64518, Fairgrounds Office, Gaborone, Botswana, on Wednesday, 30 August 2017 at 9:30
and at any adjournment thereof for the purpose of considering, and if deemed fit, passing with or without modification, the
resolutions and/or abstain from voting as indicated on the resolution to be considered at the said meeting
For Against Abstain
Special resolution: Amendment of clause 13 of the Constitution of the Company
Ordinary resolution number 1
- John Hunt
- Marcus ter Haar
- Michael Tollman
Ordinary resolution number2
- Malcolm McCulloch
- Marcus ter Haar
- Michael Tollman
Ordinary resolution number 3
Ordinary resolution number 4
Ordinary resolution number 5
Ordinary resolution number 6: Authority to purchase own shares
Advisory endorsement of the remuneration philosophy
Signed at on 2017
Name
(Name in BLOCK LETTERS please)
Signature
Assisted by me
Full names of signatory/ies if signing in a representative capacity
(Name in BLOCK LETTERS please)
Notes to the form of proxy
Instructions for signing and lodging this form of proxy
1. A Wilderness shareholder may insert the name of a proxy or the names of two alternative proxies of the Wilderness
shareholder’s choice in the space/s provided, with or without deleting “the Chairman of the annual general meeting”, but any
such deletion must be initialled by the Wilderness shareholder concerned. The person whose name appears first on the form of
proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names
follow.
2. Please insert an “X” in the relevant spaces according to how you wish your votes to be cast. However, if you wish to cast
your votes in respect of a lesser number of shares than you own in Wilderness, insert the number of ordinary shares held in
respect of which you desire to vote. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain
from voting at the annual general meeting as he/she deems fit in respect of all the shareholder’s votes exercisable thereat. A
Wilderness shareholder or his/her proxy is not obliged to use all the votes exercisable by the Wilderness shareholder or by
his/her proxy, but the total of the votes cast and in respect whereof abstentions are recorded may not exceed the total of th e
votes exercisable by the shareholder or by his/her proxy.
3. The date must be filled in on this proxy form when it is signed.
4. The completion and lodging of this form of proxy will not preclude the relevant Wilderness shareholder from attending the
annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof.
Where there are joint holders of shares, the vote of the senior joint holder who tenders a vote, as determined by the order i n
which the names appear in the register of members, will be accepted.
5. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must b e
attached to this form of proxy unless previously recorded by the transfer s ecretaries or waived by the Chairman of the annual
general meeting of Wilderness shareholders.
6. Any alterations or corrections made to this form of proxy must be initialled by the signatory/ies.
7. A minor must be assisted by his/ her parent or guardian unless the relevant documents establishing his/her legal capacity
are produced or have been registered by transfer secretaries.
8. Forms of proxy must be received by the Secretary, Wilderness Holdings Limited, Deloitte House, Plot 64518, Fairgrounds
Office Park, Gaborone, Botswana, email: companysecretary@wilderness-holdings.com at any time before the start of the
meeting.
9. The Chairman of the annual general meeting may reject or, provided that the Chairman is satisfied as to the manner in whic h
a member wishes to vote, accept any form of proxy, in his absolute discretion, which is completed other than in accordance
with these notes.
10. If required, additional forms of proxy are available from the transfer secretaries.
11. Wilderness shareholders who are unable to attend any adjourned meeting may lodge their form of proxy for such adjourned
meeting with the Company any time before the start of the meeting.
12. Dematerialised shareholders, other than with “own-name registration”, must NOT complete this form of proxy and must
provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between such
shareholders and their CSDP or broker.
Date: 31/07/2017 03:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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