Notice of VAGM – 24 June 2021

Virtual Annual General Meeting

Notice is hereby given that the Company’s Virtual Annual General Meeting (“VAGM”) of shareholders will be held electronically via a live interactive webcast, in lieu of a physical meeting, on Thursday 24 June 2021 at 10 a.m. (British Summer Time).

Shareholders are advised that meeting participants (including proxies) may be required to provide reasonably satisfactory identification before being entitled to participate in or vote at the VAGM.

Ordinary Resolutions
Ordinary resolution 1:To adopt the Company’s Annual Report for the year ended 31 December 2020.
Ordinary resolution 2:To re-elect Mary Reilly, who is retiring by rotation, as a Director of the Company.
Ordinary resolution 3:To re-elect Kwape Mmela, who is retiring by rotation, as a Director of the Company.
Ordinary resolution 4:To re-elect each of Carel Malan, Mary Reilly (subject to her re-election as Director pursuant to ordinary resolution 2) and Lumkile Mondi to the Company’s Audit Committee.
Ordinary resolution 5:To reappoint BDO LLP as the Company’s auditor (until the conclusion of the 2022 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 VAGM
Remuneration and Implementation Report
Amendments to the Articles of Incorporation
JSE/South Africa Proxy Form (for shareholders holding their shares on the JSE)

AIM/Guernsey Proxy Form (for shareholders holding their shares on AIM)

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 16 April 2021 will receive the Notice of VAGM.
  • Those shareholders registered on the Company’s shareholders’ register at 11.00 a.m. (British Summer Time) on Friday, 18 June 2021, will be eligible to participate and vote and accordingly the last day to trade is Monday, 14 June 2021.
  • In the event that the VAGM 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.
  • The Company will release the results of the VAGM via a SENS/RNS announcement on Thursday 24 June 2021.