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Modification to Notice of Annual General Meeting
WESIZWE PLATINUM LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2003/020161/06
Share code: WEZ
ISIN number: ZAE000075859
(“Wesizwe” or “the Company”)
MODIFICATION TO NOTICE OF ANNUAL GENERAL MEETING
Shareholders are referred to the notice of the Annual General Meeting (“AGM”) as contained
in the Integrated Annual Report that was distributed to shareholders on 30 March 2021,
providing notice to shareholders of Wesizwe’s AGM to be held at 09:00 on Friday, 7 May
2021 (“Notice of AGM”).
Shareholders are hereby advised of the following modifications to the Notice of AGM.
1.1 Special resolution number 1: Remuneration of Non-Executive Directors
Reason for special resolutions
• Section 66(9) of the Companies Act, 2008 (as amended) (“the Companies
Act”) stipulates that payment of remuneration for Directors, described as
remuneration for “services as Directors”, may be paid only in accordance with
a special resolution wherein shareholders authorise “the basis for
compensation” to Directors as required in terms of section 65(11)(h) of the
Companies Act.
• In addition, King IV recommends that (i) the Non-executive Directors’
remuneration be pre-approved by shareholders for the ensuing year and that
such remuneration should comprise both a base fee and an attendance fee
and, (ii) the board should be mandated to determine the remuneration of the
Executive Directors in accordance with the guiding principles of the Company’s
remuneration policy.
• Accordingly, the reason for the special resolutions is to pre-approve the
remuneration of the Non-executive Directors of the Company for the ensuing
year, and to mandate the Board to set and pay the Executive Directors’
remuneration on a pay-for-performance basis in accordance with the guidelines
as set out in the Company’s remuneration policy.
The Remuneration Committee, having compared and benchmarked the Directors’
remuneration with peers in the market and having found it fair, recommends that
shareholders consider and approve the below Directors’ remuneration for the ensuing
year by adopting, with or without modification, the special resolutions below as stand-
alone resolutions that are to be voted on seperately:
“Resolved, in terms of section 66(9) of the Companies Act, 2008, as amended (“the
Companies Act”), that the current remuneration payable to the Non-Executive
Directors will increase by 3% ( three percent) and will be valid until the next AGM of
the Company to be held in 2022”.
3%
Current increase
Retainer 3% increase
Current Meeting Current
Category Current
attendance fee (ZAR) Meeting
Retainer
(ZAR) attendance
fee (ZAR)
Board
Chairman 28,007.00 19,066.00 28,847.21 19,637.98
Non-executive
9,058.00 9630.00 9,329.74 9,918.90
Director
Independent
Non-executive 11,737.00 10,140.00 12,089.11 10,444.20
Director
Audit and Risk
Committee
Chairman 0.00 24,412.00 0.00 25,144.36
Member 13,020.00 13,410.60
Remuneration
Committee
Chairman 0.00 24,412.00 0.00 25,144.36
Member 13,020.00 13,410.60
Social and
Ethics
Committee
Chairman 0.00 24,412.00 0.00 25,144.36
Member 13,020.00 13,410.60
Technical
Committee
Chairman 0.00 24,412.00 0.00 25,144.36
Member 13,020.00 - 13,410.60
Effect of special resolution 1
The effect of special resolution number 1 is that the Non-Executive Directors’
remuneration will be fixed for the ensuing year and that the Board, through the
Remuneration Committee, will be authorized to set and pay fair and responsible
remuneration to the Executive Directors for services rendered to the Company as
Directors, without requiring further shareholder approval until the next AGM of the
Company.
The Chair will request the shareholders present at the meeting to approve the amended
resolution already reflecting on the proxy form.
Johannesburg
29 April 2021
Sponsor:
PSG Capital
Date: 29-04-2021 03:20:00
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