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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
184
Notice of Annual General Meeting
continued
ADVISORY VOTE
There is no minimum percentage of
voting rights required for an advisory
vote to be adopted.
As a non-binding advisory vote, the
Company’s remuneration policy
(excluding the remuneration of
non-executive directors and members
of Committees of the Board for their
services as Directors and members of
such committees) as set out on
pages 53 to 57 is endorsed by
shareholders.
SPECIAL RESOLUTIONS
In terms of sections 62(3)(c) and 65(9)
of the Act, the minimum percentage
of voting rights required for each of
the following special resolutions to be
passed is 75% of the voting rights
exercised.
1. Special resolution number 1: Non-executive directors’ remuneration
Resolved that in terms of section 66(9) of the Act, the following remuneration shall be payable to the non-executive
directors for their services as Directors for the period 1 June 2016 to 31 May 2017:
Services as Directors
Current fee Proposed fee
– Chairman of the Board
(per annum)
R946 858 R1 008 404
– Board members
(per meeting)
R43 353
R46 171
Audit, Risk and Compliance Committee
(per meeting)
– Chairman
R60 212
R64 126
– Member
R36 128
R38 476
Remuneration and Nomination Committee
(per meeting)
– Chairman
R48 170
R51 301
– Member
R28 903
R30 782
Investment Committee
(per meeting)
– Chairman
R36 128
R38 476
– Member
R21 677
R23 086
Social, Ethics and Transformation Committee
(per meeting)
– Chairman
R36 128
R38 476
– Member
R21 677
R23 086
Ad hoc Committee
(per meeting)
– Chairman
R36 128
R38 476
– Member
R21 677
R23 086
2. Special resolution number 2:
General authority to repurchase
shares
Resolved that pursuant to the
MoI, the Company or any of its
subsidiaries are hereby authorised
by way of a general approval,
from time to time, to acquire
ordinary shares in the share capital
of the Company in accordance
with the Act and the Listings
Requirements, provided that:
(a) the number of its own
ordinary shares acquired by
the Company in any one
financial year shall not
exceed 20% of the ordinary
shares in issue at the date on
which this resolution is
passed;
(b) this authority shall lapse on
the earlier of the date of the
next AGM of the Company
or the date 15 months after
the date on which this
resolution is passed;
(c) the Board has resolved to
authorise the acquisition and
that the Group will satisfy
the solvency and liquidity test
immediately after the
acquisition and that since the
test there have been no
material changes to the
financial position of the
Group;
(d) the acquisition must be
effected through the order
book operated by the JSE
trading system and done
without any prior
understanding or
arrangement between the
Company and the
counterparty;
(e) the Company only appoints
one agent to effect any
acquisition(s) on its behalf;
(f) the price paid per ordinary
share may not be greater
than 10% above the
weighted average of the
market value of the ordinary
shares for the five business
days immediately preceding
the date on which an
acquisition is made;
(g) the number of shares
acquired by subsidiaries of
the Company shall not