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BLUE LABEL
INTEGRATED ANNUAL REPORT 2017
Notice
of annual general meeting
continued
EXPLANATORY NOTES
Presentation of the annual financial statements
In terms of section 61(8)(a) of the Act, the Directors’ report, audited Group and Company annual financial statements for the
immediately preceding financial year and the Audit, Risk and Compliance Committee report is to be presented to
shareholders at the AGM.
Ordinary resolution numbers 1 to 3 (inclusive): Re-election of Directors
In accordance with the MOI, one-third of the Directors are required to retire at each AGM and may offer themselves for
re-election. Messrs KM Ellerine, MS Levy and DA Suntup retire by rotation at the AGM in accordance with article 25.17 of the
MOI, and have offered themselves for re-election.
Brief biographies of the Directors are on pages 16 and 17.
The Board is satisfied with the performance of each of the Directors standing for re-election and that they will continue to
make an effective and valuable contribution to the Company and to the Board.
The Board recommends to shareholders that they should vote in favour of each of the re-election of the Directors referred to
in ordinary resolution numbers 1 to 3 (inclusive).
Ordinary resolution number 4: Reappointment of external auditors
In terms of section 90(1) of the Act, each year at its AGM, the Company must appoint an auditor meeting the requirements
of section 90(2) of the Act.
PricewaterhouseCoopers (PwC) expressed its willingness to continue in office and this resolution proposes the reappointment
of PwC as the Company’s auditors until the next AGM. In addition, Mr D Storm is appointed as the individual registered
auditor for the ensuing year as contemplated in section 90(3) of the Act.
The Audit, Risk and Compliance Committee has satisfied itself that the proposed auditors, PwC and Mr D Storm, are
independent of the Company in accordance with sections 90 and 94 of the Act and the applicable rules of the International
Federation of Accountants.
The Audit, Risk and Compliance Committee has recommended the reappointment of PwC as independent registered auditor
of Blue Label for the 2018 financial year.
Ordinary resolution numbers 5 to 8 (inclusive): Election of Audit, Risk and Compliance Committee members
In terms of section 94(2) of the Act, each Audit Committee member must be elected by shareholders at its AGM. King IV
likewise requires shareholders of a public company to elect each member of an audit committee at an AGM.
In terms of Regulation 42 of the Companies Regulations 2011, relating to the Act, at least one-third of the members of the
Company’s Audit, Risk and Compliance Committee at any particular time must have academic qualifications, or experience in
economics, law, corporate governance, finance, accounting, commerce, industry, public affairs or human resource
management. Each of the proposed members is duly qualified, as is evident from the biographies of each member, as
contained on pages 16 and 17.
Ordinary resolution number 9: Directors’ authority to implement ordinary and special resolutions
The reason for ordinary resolution number 9 is to authorise any Director of the Company to do all things necessary to
implement the ordinary and special resolutions passed at the AGM and to sign all such documentation required to give effect
and to record the ordinary and special resolutions.