Notice of AGM – 24 June 2020

AGM

Notice is given that the Company’s Annual General Meeting will be held at 1 Cathedral Piazza, London, SW1E 5BP, United Kingdom on Wednesday 24 June 2020 at 10 a.m. (British Summer Time).

In light of the ongoing COVID-19 pandemic, the Company may be required to hold a virtual AGM in lieu of a physical meeting, in which case the Company will notify shareholders by way of an RNS and SENS announcement at the appropriate time.

Ordinary Resolutions
Ordinary resolution 1:To adopt the Company’s Annual Report for the year ended 31 December 2019.
Ordinary resolution 2:To re-elect Martin Tolcher, who is retiring by rotation, as a Director of the Company.
Ordinary resolution 3:To re-elect Lumkile Mondi, who is retiring by rotation, as a Director of the Company.
Ordinary resolution 4:To re-elect each of Carel Malan, Martin Tolcher (subject to his re-election as Director pursuant to ordinary resolution 2) and Lumkile Mondi (subject to his re-election as Director pursuant to ordinary resolution 3) to the Company’s Audit Committee.
Ordinary resolution 5:To reappoint BDO LLP as the Company’s auditor (until the conclusion of the 2021 annual general meeting) and to authorise the Directors to fix their remuneration.
Special Resolutions
Special resolution 1:General authority to issue shares for cash.
Special resolution 2:General authority to acquire (repurchase) ordinary shares.
Special resolution 3:General authority to cancel shares.
Special resolution 4:Amendments to the Articles of Incorporation.
Non-Binding Advisory Votes

Endorsement of the Company’s Remuneration Policy.
Endorsement of the Company’s Remuneration Implementation Report

TitleDownload
Notice of AGM
Remuneration and Implementation Report
Amendments to the Articles of Incorporation
JSE Proxy Form (for shareholders holding their shares on the JSE)
AIM/BSX Proxy Form (for shareholders holding their shares on AIM or the BSX)
Individual proxy forms containing unique shareholder reference numbers (SRN) numbers are being posted to each shareholder. The attached is a generic proxy form for guidance purposes only.
DATES AND VOTING

The Board has determined the following:

  • Those shareholders registered on the Company’s shareholders’ register on 17 April 2020 will receive notice of the AGM.
  • Those shareholders registered on the Company’s shareholders’ register at 11.00 a.m. (British Summer Time) on Friday, 19 June 2020, will be eligible to participate and vote and accordingly the last day to trade is Monday, 15 June 2020.
  • In the event that the AGM is adjourned, those shareholders registered on the shareholders’ register five full business days (in the United Kingdom) before the time of any adjourned meeting will be eligible to participate and vote.
  • Voting will be by way of a poll and every shareholder, present in person or represented by proxy and entitled to vote, shall be entitled to one vote for every share held.