Unissued share capital
The unissued ordinary shares are the subject of a general
authority granted to the directors in terms of Section 221 and 222 of
the Companies Act (Act 61 of 1973) as amended (“the Companies Act”), and
the JSE Limited (“JSE”) Listings Requirements. As this general
authority remains valid only until the next annual general meeting,
which is to be held on 29 July 2010, members will be requested at the
meeting to consider an ordinary resolution placing the said ordinary
shares under the control of the directors until the 2011 annual general
meeting.
Repurchase of shares
It makes sound business sense for a Company to acquire its own
shares under certain circumstances. Thus, the directors consider it
appropriate to secure a general authority for the Company to repurchase
shares on the open market of the JSE in order to provide the Company
with maximum flexibility regarding the repurchase of shares.
The Group has over the years repurchased shares which are held at
subsidiary level. The treasury shares are eliminated on consolidation
and are thus treated as cancelled from a financial reporting
perspective. The directors consider it appropriate to secure a specific
authority for the Company to repurchase its shares held by its
subsidiary.
The Company’s Articles of Association allow the Company to
purchase its own shares if shareholders have, by way of special
resolution, either given the Company a general authority to effect such
purchase or a specific authority to effect a specific purchase of its
own shares, subject to the requirements of the Companies Act and the JSE
Listings Requirements.
Members will be required to consider special resolutions at the
annual general meeting giving the directors general authority to permit
the Company or a subsidiary of the Company to acquire the Company’s
shares and to permit the Company to acquire its shares held by
subsidiary companies.
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