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Notice to members

Notice is hereby given that the fifty-ninth Annual General Meeting of the members of Assore will be held at 15 Fricker Road, Illovo Boulevard, Johannesburg on Friday, 27 November 2009 at 10:30 for the following purposes:
 
  1. To receive and consider the annual financial statements of Assore and its group for the year ended 30 June 2009.
  2. To elect directors pursuant to the retirement (in accordance with the provisions of Assore’s Articles of Association) of MessrsB M Hawksworth, M C Ramaphosa, and E M Southey and Dr J C van der Horst, who offer themselves for re-election. (Refer tothe footnote to this notice for a short curriculum vitae of the directors concerned.)
  3. To consider, and if deemed fit, to pass with or without modification the ordinary and special resolutions set out below.
  4. To transact any other business which may be transacted at an Annual General Meeting of Assore.
 
ORDINARY RESOLUTION
Whereas, in terms of the Articles of Association of  Assore, the remuneration payable to directors of Assore for their servicesas directors shall be determined from time to time by the members of Assore in general meeting.

Resolved that the annual remuneration payable to the non-executive directors of Assore be increased to the following amountswith effect from 1 July 2009, until otherwise determined by the company in a general meeting:
B M Hawksworth R175 000
M C Ramaphosa R150 000
E M Southey R150 000
J C van der Horst R150 000
 

SPECIAL RESOLUTION

Resolved that,
pursuant to and in terms of sections 85 to 89 of the Companies Act No 61 of 1973 (“the Companies Act”) andthe Listings Requirements of the JSE Limited (“the Listings Requirements”), Assore and its subsidiaries (“the Group”) be and arehereby authorised, in accordance with article 42(j) of Assore’s Articles of Association, by way of a general authority to purchaseordinary shares in the issued share capital of Assore from time to time, upon such terms and subject to such conditions as maybe determined by its directors from time to time and further subject to the provisions of the Companies Act, and that any ofthe directors of Assore be and is hereby authorised to sign all documents and perform all acts on behalf of Assore that may berequired to give effect to this special resolution.

The reason for and effect of the aforementioned special resolution
The reason for and effect of the aforementioned special resolution is to provide general authority to the group for implementingrepurchases of Assore’s issued share capital in accordance with the provisions of sections 85 to 89 of the Companies Act.Undertakings required by the JSE Limited (“the JSE”)In terms of the Listings Requirements, Assore undertakes in respect of the aforementioned special resolution that:

  • any such acquisition of shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement between Assore and the counterparty;
  • any such acquisition of shares is authorised by Assore’s Articles of Association;
  • this general authority shall be valid until Assore’s next Annual General Meeting, provided that it shall not extend beyond15 months from the date of passing of the aforementioned special resolution;
  • acquisitions of shares in the aggregate in any one financial year may not exceed 20% of Assore’s issued share capital as atthe date of passing of this special resolution;
  • in determining the price at which shares are acquired by the group in terms of this general authority, the maximumpremium at which such shares may be acquired will be 10% of the weighted average of the market value at which suchshares are traded on the JSE as determined over the five business days immediately preceding the date of repurchase ofsuch shares by the group;•at any point in time, Assore may only appoint one agent to effect any repurchase on its behalf;
  • Assore, after any repurchase, shall endeavour to comply with the minimum shareholder spread requirements of the ListingsRequirements of the JSE; and
  • the group may not repurchase Assore shares during a prohibited period unless they have in place a repurchase programmewhere the dates and quantities of Assore shares to be traded during the relevant period is fixed (not subject to anyvariation) and full details of the programme have been disclosed in an announcement over SENS prior to thecommencement of the prohibited period.
 

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:

Directors  pages 8 and 9;
Directors’ interests in ordinary shares   page 54;
Major beneficial shareholders       page 54; and
Share capital of the company   page 76.
   

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.