Additional information
The following additional information is provided in terms of the Listings Requirements for purposes of the general authority contained in the aforementioned special resolution:
Details of directors, beneficial shareholders and share capital
Details of the above are set out as follows in the annual report, of which this notice forms part:
Announcements
Upon cumulatively repurchasing 3% of the initial number of ordinary shares in issue and for each 3% of ordinary shares repurchased in aggregate thereafter, Assore will make an announcement to such extent by not later than 08:30 on the second business day following the day on which the relevant threshold is reached or exceeded.
Working capital
The directors of Assore are satisfied that for a period of 12 months after the date of the notice of Annual General Meeting at which the aforementioned special resolution will be considered:
– the company and the group will be able, in the ordinary course of business, to pay its debts;
– the assets of the company and the group will exceed the liabilities of the company and the group. For this purpose, the assets and liabilities of the company and the group will be measured in accordance with the accounting policies used in the audited group annual financial statements for the year ended 30 June 2009; and
– the share capital, reserves and working capital of the company and the group will be adequate for ordinary business purposes.
Directors’ responsibility statement
The directors, whose names appear on pages 8 and 9 of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to the aforementioned special resolution and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that this notice contains all information required by law and the Listings Requirements.
Material changes
Other than the facts and developments reported on in the annual report, which this notice accompanies, there have been no material changes in the affairs or financial position of the company and the group between the date of the annual financial statements for the year ended 30 June 2009 and the date of this notice of Annual General Meeting.
Share trusts
Any Assore shares held by any share trust will not have their votes at Annual General Meetings taken account of for Listings Requirements’ resolution purposes.
Voting and proxies
Members holding certificated shares and members who have dematerialised their shares and have elected own name registration in the sub-register maintained by their 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 members of the company) to attend, speak and vote at the Annual General Meeting on behalf of such shareholder. A proxy form is attached to this notice of Annual General Meeting. Duly completed proxy forms must be returned to the transfer secretaries of the company or the registered office of the company to be received by no later than 10:30 on Wednesday, 25 November 2009.
Members who have dematerialised their shares through a CSDP or broker and who have not elected own name registration in the sub-register maintained by a CSDP and who wish to attend the Annual General Meeting, should instruct their CSDP or broker to issue them with the necessary authority to attend, or if they do not wish to attend the Annual General Meeting, but wish to be represented thereat, they may provide their CSDP or broker with their voting instructions in terms of the custody agreement entered into between such shareholders and their CSDP or broker.
By order of the board
African Mining and Trust Company Limited
Secretaries
Johannesburg
28 October 2009
Footnote to item 2 of the agenda
Directors retiring by rotation and available for re-election:
B M Hawksworth
Independent non-executive director
CA(SA)
Brian qualified as a Chartered Accountant in Durban and relocated to Johannesburg in 1973 as a partner of Ernst & Young. Since withdrawing as a partner of Ernst & Young, he holds several non-executive directorships, including on the Financial Services Board (the FSB). He was appointed to the Assore board as an independent non-executive director in 1996 and currently chairs the Assore Audit and Remuneration Committees. He is a member of the South African Institute of Chartered Accountants (SAICA) and was a past member of its Council and Executive Committee, and is also a fellow of the Institute of Directors which he chaired in the early 1990s.
M C Ramaphosa
Non-executive director
BProc
Cyril is the executive chairman of Shanduka Group (Proprietary) Limited. He is joint non-executive chairman of the Mondi Group and non-executive chairman of MTN Group Limited and Bidvest Group Limited. His non-executive directorships include SABMiller plc and Standard Bank Group Limited. He serves on The Coca Cola Company’s International Public Policy Advisory Board (IPPAB) and is a member of the United Nations Global Leadership Group which advises the Secretary General’s Special Representative on Business and Human Rights. Cyril has received several honorary doctorates. He joined the Assore board as a non-executive in July 2006.
E M Southey
Independent non-executive director
BA, LLB
Ed was admitted as an attorney, notary and conveyancer in 1968 and practised as a partner of Webber Wentzel until his retirement as senior partner of that firm in 2006. He remains an executive consultant to that firm. He is a former president of the Law Society of the Northern provinces and of the Law Society of South Africa. He is a director of a number of companies. He joined the Assore board as a non-executive director in January 2009 and serves on the group’s Audit and Remuneration Committees.
Dr J C van der Horst
Independent non-executive director
BA, LLD
Johannes studied at the universities of Stellenbosch and Hamburg (Germany) and the Harvard Business School. He held various positions in Old Mutual from 1971 to 2002 where he was general manager (Investments) from 1985 to 1997. In September 1997, he was appointed to head up Old Mutual’s demutualisation project which culminated in the listing of Old Mutual on the London Stock Exchange and the JSE in July 1999. He served on the Assore board between 1989 and 1997, and again since January 2003 when he was appointed as an independent non-executive director and serves on the group’s Audit and Remuneration Committees. Johannes also serves on the boards of Reunert Limited and Woolthru Limited. |