Wrap Text
Revised notice of annual general meeting (“AGM”)
SALUNGANO GROUP LIMITED
(previously known as Wescoal Holdings Limited)
Incorporated in the Republic of South Africa
(Registration number 2005/006913/06)
Share code: SLG
ISIN: ZAE000306890
(“Salungano Group” or “the Company”)
REVISED NOTICE OF ANNUAL GENERAL MEETING (“AGM”)
Shareholders are referred to the announcement released on SENS on 29 July 2022 with
regard to the publishing and distribution to shareholders of the Company’s Notice of AGM
(“Original Notice”) and are advised that a revised notice to the original AGM Notice (“Revised
Notice”) has been published on the Company’s website (https://salunganogroup.com) and will
be distributed to shareholders today, 5 September 2022.
The reasons for the publication of the Revised Notice are as follows:
• Changes to Ordinary Resolutions
Ordinary Resolution Number 1.3: As referred to in the announcement released on
SENS on 29 August 2022, Ms Kabela Maroga, a non-executive director of the Company,
has been appointed as Chief Financial Officer of the Company with effect from 1 October
2022, when her director status will change to that of an executive director. Ms Maroga
had been nominated to retire and be re-elected as non-executive director in terms of
Ordinary Resolution Number 1.3 of the Original Notice, but is no longer available for re-
election due to her appointment as Chief Financial Officer. Dr Humphrey Mathe, being
eligible and offering himself for re-election, has been nominated in Ms Maroga’s stead
as reflected in Ordinary Resolution Number 1.3 of the Revised Notice.
Ordinary Resolution Number 3: Due to the resignation of the designated audit partner
of KPMG, which firm is to be reappointed as the independent registered auditor of the
Company, the name of Ms Nompakamo Matanzima as designated auditor, contained in
Ordinary Resolution Number 3 of the Original Notice has been changed to that of Ms
Brenda Jajula, the new designated audit partner, in Ordinary Resolution Number 3 of the
Revised Notice.
• Addition of Special Resolution Number 4: Amendment to the Company’s
Memorandum of Incorporation (“MoI”) to increase the Company’s Authorised
Ordinary Share Capital
Special Resolution 4 has been added to the Revised Notice, to obtain shareholder
approval of an increase of the Company’s authorised ordinary share capital of 500 000
000 ordinary shares of no par value to 1 000 000 000 ordinary shares of no par value, to
allow for possible acquisitions and capital raisings, in accordance with the prescripts of
the Companies Act (No 71 of 2008), as amended, and the MoI. The Board considers the
increase in ordinary share capital to be in the best interests of the Company, and the
proposed MoI change has been approved by the JSE. The MoI is available for inspection
at the Company’s registered address from today, 5 September 2022 until the date of the
AGM.
• Revised Form of Proxy
A revised Form of Proxy accompanies the Revised Notice, incorporating the aforesaid
changes and addition.
Shareholders are advised that the AGM will still be held on Tuesday 4 October 2022 at 10:00
to transact the business set out in the Revised Notice, which replaces the Original Notice in
toto, and will still be conducted entirely by electronic communication. The Company’s
Integrated Annual Report distributed to shareholders on 29 July 2021, in conjunction with the
Original Notice, remains available on the Company’s website.
The salient dates for the AGM are as follows:
2022
Notice record date, for purposes of determining which
ordinary shareholders are entitled to receive the Revised
Notice is Friday, 26 August
Revised Notice distributed to shareholders on Monday, 5 September
Last day to trade ordinary shares in order to be recorded in
the register to vote at the AGM on Tuesday, 20 September
AGM record date, being the date on which an ordinary
shareholder must be registered in the register in order to be
eligible to attend and participate in the AGM and to vote
thereat, by close of trade on Friday , 23 September
For administrative reasons, forms of proxy in respect of the
AGM to be lodged at or received by the Transfer Secretaries
by no later than 10:00 on Friday, 30 September
Ordinary shareholders or their duly authorised proxies who
wish to participate in the AGM to register to do so by lodging
a completed electronic participation application form by 10:00 Friday, 30 September
on
AGM held at 10:00 on Tuesday, 4 October
Results of the AGM published on SENS on or about Tuesday, 4 October
Shareholders who have already submitted their forms of proxy to the Company’s transfer
secretaries, Computershare Investor Services, are encouraged to re-submit the revised form
of proxy that forms part of the Revised Notice.
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
5 September 2022
Date: 05-09-2022 10:00:00
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