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Notice of Annual General Meeting
Wilderness Holdings Limited
(Registration number 2004/2986)
(Registered as an external company in South Africa Registration number
2009/022894/10)
ISIN: BW0000000868
Share code: WIL
(“Wilderness” or “the Company”)
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the ninth annual general meeting of shareholders of
Wilderness Holdings Limited will be held at Deloitte House, Plot 64518, Fairgrounds
Office Park, Gaborone, Botswana on Thursday, 30 August 2018 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 2018. The complete set of the consolidated audited annual
financial statements, together with the Directors’ report, auditor’s report and
report of the Audit Committee and the report of the Remuneration and
Nomination Committee, are contained in the integrated annual report.
2. Dividend
To ratify the distribution of a dividend of 16.5 thebe per share as recommended
by the Board of Directors on 3 March 2018 as an interim 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 set 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
Appointment of a director of the Company
To approve and ratify by a separate and distinct resolution and vote, the
appointment of the following non-executive directors to the Board:
4.1 Babajide HK (Jide) Olanrewaju
4.2 Akinyemi (Yemi) Lalude
4.3 Michael Stone
4.4 Nick Stone
5. Ordinary resolution number 2
Re-election of directors of the Company
To re-elect, each by way of a separate and distinct resolution and 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:
5.1 Malcolm McCulloch
5.2 Gavin Tollman
5.3 Parks Tafa
Brief CVs in respect of each director offering himself for re-election are
contained in the integrated annual report.
The following director also retires in terms of clause 18.2.1 of the Constitution:
5.4 Roux Marnitz
6. Ordinary resolution number 3
Re-election of members of the Audit Committee
To re-elect, each by way of a separate and distinct resolution and vote, the
following non-executive directors as members of the Audit Committee:
6.1 Malcolm McCulloch
6.2 Marcus ter Haar
6.3 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.
7. Ordinary resolution number 4
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 2019 are Mr Freddie Els and Ms
Carmeni Naidoo.
8. Ordinary resolution number 5
Remuneration of external auditors
To authorise the Audit Committee to determine the remuneration of the
external auditors and the auditors’ terms of reference.
9. Ordinary resolution number 6
Remuneration of directors
To approve remuneration of non-executive directors for the financial year
ended 28 February 2019, 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 2019:
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
10. Special business
Ordinary resolution number 7: 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.
11. 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.
12. 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 at any time before the start of 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 Chairman 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
any time before the start of 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
Lu-Anne Alexander
Group Company Secretary
31 July 2018
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 financial
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 the 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
Lu-Anne Alexander
Plot 64518
Fairgrounds Office Park
Gaborone, Botswana
Private BR 159, Broadhurst
Gaborone, Botswana
Primary listing
Botswana Stock Exchange
Plot 70667
Fairscape Precinct
4th Floor, Fairgrounds
Private Bag 00417, Gaborone, Botswana
Auditors in Botswana
Deloitte & Touche
Deloitte 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
Sponsor
Motswedi Securities Proprietary Limited
Plot 113, Unit 30
Kgale Mews, Gaborone
Private Bag 00223, Gaborone, Botswana
A member of the IFSC
Botswana International Financial Services Centre
Plot 50676
Fairgrounds Office Park
Private Bag 160, 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 Sponsors Proprietary Limited
20 Stirrup Lane, Woodmead Office Park
corner Woodmead Drive and Van Reenens Avenue
Woodmead, 2191
South Africa
Transfer secretaries
Computershare Investor Services Proprietary Limited
Rosebank Towers, 15 Biermann Avenue
Rosebank, Johannesburg, 2196
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
Thursday, 30 August 2018 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 Park, Gaborone, Botswana, on Thursday, 30 August 2018 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
To receive, consider and adopt the audited financial
statements for the year ended 28 February 2018
To ratify the distribution of an interim dividend of 16.5 thebe per
share as recommended by the Board of Directors on 3 March
2018
Special resolution: Amendment of clause 13 of the Constitution
of the Company
Ordinary resolution number 1: Approval of appointment of a
director of the Company
Babajide HK (Jide) Olanrewaju
Akinyemi (Yemi) Lalude
Michael Stone
Nick Stone
Ordinary resolution number 2: Re-election of directors of the
Company
Malcolm McCulloch
Gavin Tollman
Parks Tafa
Ordinary resolution number 3: Re-election of members of the Audit Committee
Malcolm McCulloch
Marcus ter Haar
Michael Tollman
Ordinary resolution number 4: Re-appointment of external auditors
Ordinary resolution number 5: Remuneration of external auditors
Ordinary resolution number 6: Remuneration of directors
Ordinary resolution number 7: Authority to purchase own shares
Advisory endorsement of the remuneration philosophy
Signed at on 2018
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 the 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 in 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 be attached to this form of proxy unless
previously recorded by the transfer secretaries 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 the 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 which 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 at
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: 31/07/2018 03:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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