Notice of annual general meeting
Notice is hereby given that the 99th annual general meeting of the shareholders of Illovo Sugar Limited (the company) will be held at the offices of the company at Illovo Sugar Park, 1 Montgomery Drive, Mount Edgecombe, KwaZulu-Natal, on Wednesday 16 July 2014 at 14:00, to transact the following business:
| 1. | Financial statements | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To present the consolidated audited annual financial
statements of the company for the year ended 31 March 2014,
incorporating the reports of the external auditors, the Audit Committee
and the directors, as required in terms of section 30(3)(d) of the
Companies Act, No 71 of 2008 ("the Companies Act"). A copy of the annual financial statements appears here in the Integrated Annual Report of which this notice of meeting forms a part. The notes to the financial statements are not included in the report and may be found online at www.illovosugar.com. |
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| 2. | Ordinary resolutions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolutions. The percentage of voting rights required for the adoption of each ordinary resolution is the support of more than 50% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to vote. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2.1 | Ordinary resolution number 1 – Confirmation of appointment of director – Mr J P Hulley | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To confirm the appointment of Mr J P Hulley, who was appointed by the board as Operations Director with effect from 1 September 2013. A brief curriculum vitae of Mr Hulley appears on page 137 of the this report. |
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| 2.2 | Ordinary resolution number 2 – Confirmation of appointment of director – Mr G M Rhodes | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To confirm the appointment of Mr G M Rhodes, who was appointed by the board as a non-executive director with effect from 1 September 2013. A brief curriculum vitae of Mr Rhodes appears on page 138 of this report. |
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| 2.3 | Ordinary resolution number 3 – Re-election of non-executive directors | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To re-elect each of Dr M I Carr, Mr A R Mpungwe and Mr T S Munday, who retire by rotation in terms of article 86 of the company's memorandum of incorporation, and who, being eligible, offer themselves for re-election. The motions for re-election will be moved individually. The curricula vitae of these directors are provided here inthe Integrated Annual Report. Based on the recommendations of the Nomination Committee, which has conducted an assessment of each of the retiring candidates, the board recommends their re-election to shareholders. |
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| 2.4 | Ordinary resolution number 4 – Appointment of the members of the Audit Committee | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pursuant to the requirements of section 94(2) of the Companies Act, to appoint the following non-executive independent directors of the company as members of the Audit Committee until the conclusion of the next annual general meeting. The motions for election of each director will be moved individually: Dr D Konar (Chairman), Messrs M J Hankinson and T S Munday and Mrs C W N Molope. The curricula vitae of these directors are provided here in this report. |
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| 2.5 | Ordinary resolution number 5 – Appointment of the independent registered auditor | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Pursuant to the requirements of section 90(1) read with section 61(8)(c) of the Companies Act, and as nominated by the company's Audit Committee, to resolve that Deloitte & Touche be re-elected as the company's independent registered auditor for the financial year ending 31 March 2015, with Mr G Tweedy as the individual designated auditor responsible for the audit. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 2.6 | Ordinary resolution number 6 – Non-binding advisory approval of the remuneration policy | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To resolve that the company's remuneration policy be approved as a non-binding advisory vote. King III recommends that the company's remuneration policy (which appears on pages 100 to 104 of this report) be tabled to shareholders for a non-binding advisory vote at each annual general meeting. |
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| 2.7 | Ordinary resolution number 7 – Authority to implement the aforesaid ordinary and the undermentioned special resolutions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To authorise any two directors of the company, alternatively any director and the Company Secretary, to do all such things, sign all such documentation and take all such actions as may be necessary to implement the ordinary and special resolutions passed at the annual general meeting. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3. | Special resolutions | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To consider and if deemed fit, to pass, with or without modification, the following special resolutions. The percentage of voting rights that will be required for the adoption of each special resolution is the support of at least 75% of the voting rights exercised on the resolution by shareholders present or represented by proxy at the annual general meeting and entitled to vote. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3.1 | Special resolution number 1 – Non-executive directors' fees | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| "Resolved as a special resolution that, unless otherwise determined by the company in general meeting, with effect from 1 April 2014, the following annual fees payable by the company to its non-executive directors, are approved. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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| Explanation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| In terms of section 66(9) of the Companies Act remuneration may only be paid to directors, for their services as directors, in accordance with a special resolution approved by the shareholders within the previous two years. The reason for, and effect of, special resolution number 1 is to grant the company the authority to pay the abovementioned fees to its non-executive directors for their services as directors. The executive directors receive no fees or other remuneration for their services as directors. As indicated in the Remuneration Report, the non-executive directors who are nominated for appointment by the company's majority shareholder have elected not to receive payment of directors' fees as non-executive members of the board and the board committees on which they serve. No increase is proposed to the fee paid to the Chairman of the board for the second year. His fee was previously set taking into account his depth of expertise in the sugar industry and the time devoted to his duties as Chairman of the company and its subsidiaries across six African countries. Due to the inclusive nature of the Chairman's fee, no additional fees are payable to him as Chairman or member of any of the board committees. The Remuneration Committee has reviewed and recommended the fees payable to the other non-executive directors (ie other than the Chairman of the board) having regard to the findings of a survey conducted by external remuneration consultants who reviewed the non-executive directors' fees against that paid to the non-executive directors of a comparator group of listed companies. The particular skills, experience and capabilities of the non-executive directors were also considered. The proposed increase in these fees is to ensure that their remuneration remains market related and accords with the increasing level of responsibility placed on them. In determining the proposed fees for the chairmen and members of each of the board committees, regard was had to the number of committee meetings held each year and the complexity of their responsibilities. A methodology was adopted whereby a set multiple was used to determine the fees of the Chairman of each committee in relation to the fee of the members of that committee. The board has accepted the recommendations of the Remuneration Committee as set out above. |
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| 3.2 | Special resolution number 2 – Fee payable to non-executive directors for participating in unscheduled board and board committee meetings | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| "Resolved as a special resolution that, with effect from 1 April 2014, the company shall pay an additional fee of R28 000 per day to each of its non-executive directors for any unscheduled board or board committee meetings and/or additional services undertaken by any of them at the request of the company." | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Explanation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| In light of the provisions of section 66(9) of the Companies Act, the reason for, and effect of, special resolution number 2 is to grant the company the authority to pay the abovementioned additional daily fee to its non-executive directors for their attendance at unscheduled board and board committee meetings and other services undertaken at the request of the company. The Remuneration Committee has considered and recommended the abovementioned additional daily fee, and the board has accepted the recommendation of the Remuneration Committee. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3.3 | Special resolution number 3 – General authority to provide financial assistance for the purchase of securities of the company (section 44 of the Companies Act) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| "Resolved as a special resolution pursuant to section 44(3) of the Companies Act, that the directors of the company be and they are hereby authorised and empowered, as a general approval, to authorise the company to provide financial assistance for the purchase of such number of securities of the company as may be determined by the board from time to time, for and on behalf of any person approved by the board to receive such securities in accordance with the terms of the company's Forfeitable Share Plan, subject always to compliance with the applicable requirements of the company's Memorandum of Incorporation, the Companies Act, the JSE Listings Requirements, and any other applicable laws from time to time." | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Explanation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| In terms of the company's Forfeitable Share Plan (FSP), salient details of which are furnished in Appendix 1 hereto, the company may provide the funding required to enable an escrow agent appointed in terms of the FSP to purchase the company's shares on the market for and on behalf of certain directors and senior employees who are approved by the board to receive forfeitable shares in terms of the FSP, the provision of which funding may be regarded as "financial assistance" as contemplated in section 44 of the Companies Act. The effect of special resolution number 3 is to grant a general approval to the board, for a period of two years, to cause the company to provide such funding as may be required for the purchase of the company's shares on the market, for directors and senior key employees approved to receive such shares in terms of the Rules of the FSP. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 3.4 | Special resolution number 4 – General authority to provide financial assistance to related or inter-related companies or other legal entities (section 45 of the Companies Act) | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| "Resolved as a special resolution pursuant to section 45(3) of the Companies Act, that the directors of the company be and they are hereby authorised and empowered, as a general approval contemplated in section 45(3) of the Companies Act, to cause the company to provide any direct or indirect financial assistance to any company, corporation or other legal entity which is related or inter-related to the company, subject to and in accordance with the provisions of sections 45(3)(b) to 45(5) of such Act." | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Explanation | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| On a regular basis, and in the ordinary course of business, the company provides loan financing, guarantees, and other support to the related and inter-related companies/legal entities in the group from time to time. Section 45(2) of the Companies Act empowers the board of a company to provide direct or indirect financial assistance to a related or inter-related company, corporation or other legal entity. However, in terms of section 45(3) of the Companies Act, the board may only authorise any such financial assistance pursuant to a special resolution of the shareholders of the company adopted within the previous two years. The effect of special resolution number 4 is to grant the directors of the company the authority to cause the company to provide financial assistance to any company, corporation or other legal entity which is related or inter-related to the company, subject to compliance with the relevant provisions of section 45 of the Companies Act, for a period of two years. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 4. | Report of the Social and Ethics Committee | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The Social and Ethics Committee Report of this report of which this notice forms a part, is tabled pursuant to regulation 43(5)(c) of the Companies Regulations, 2011. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| 5. | Other business | |||||||||||||||||||||||||||||||||||||||||||||||||||||||
| To transact such other business as may be transacted at an annual general meeting of shareholders. | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| INFORMATION SCHEDULE | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Record date | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| The record date for the purpose of determining which shareholders are entitled to participate in, and vote at, the annual general meeting is Friday 11 July 2014. Accordingly, the last date to trade in order to be registered in the register of shareholders of the company and therefore be eligible to participate in and vote at the annual general meeting is Friday 4 July 2014. Proxies/representation at the meeting Shareholders holding certificated shares and shareholders that have dematerialised their shares and have elected own name registration in the sub-register maintained by a Central Securities Depository Participant (CSDP), may attend, speak and vote at the annual general meeting or may appoint one or more proxies (who need not be shareholders of the company) to attend, speak and vote at the annual general meeting on behalf of the shareholder who appointed him. A proxy form is included at the back of the Integrated Annual Report. Duly completed proxy forms must be returned to the transfer secretaries, Link Market Services South Africa Proprietary Limited (PO Box 4844, Johannesburg, 2000 or Rennie House, 13th Floor, 19 Ameshoff Street, Braamfontein, 2001) by no later than 12:00 on Monday 14 July 2014. Shareholders who have dematerialised their shares through a CSDP or a broker and who have not elected own name registration in the sub-register maintained by the CSDP and who wish to attend the annual general meeting, should instruct their CSDP/broker to issue them with the necessary authority to attend. Shareholders who are unable or do not intend to attend the meeting, but wish to be represented at the meeting, may provide their CSDP/broker with their voting instructions in terms of the custody agreement entered into between such shareholders and their CSDP/broker. Identification Pursuant to the requirements of section 62(3) of the Companies Act, notice is hereby given that in terms of section 63(1), shareholders and proxies who attend the annual general meeting will be required to provide satisfactory identification. Electronic communication With regard to section 61(10) of the Companies Act, any shareholder or proxy eligible to attend the annual general meeting but unable to do so, may make arrangements with the company to be connected to the meeting via a teleconference facility. Voting will not be possible via the electronic facilities and shareholders who wish to vote at the meeting must be represented at the meeting either in person, by proxy or by letter of representation, as provided for in the notice of meeting. Should any shareholder or proxy wish to use this facility, he/she should contact the company's group corporate affairs administration manager, Mr L M Smith, telephone number +27 31 508 4303, or e-mail lsmith@illovo.co.za by no later than 12:00 on Friday 11 July 2014, so as to be advised of the relevant dial-in requirements. By order of the board J A Kunst Company Secretary Mount Edgecombe June 2014 |
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