Integrated Annual Report 2021
Integrated Annual Report 2021
Notice of Annual General Meeting
Notice is hereby given that the Annual General Meeting (AGM) of holders of all classes of shares of the Company will be held at The Protea Room, Massmart House, 16 Peltier Drive Sunninghill Ext 6 Sandton and also by way of electronic communication (in accordance with section 63(2) of the Companies Act) on Thursday, 19 May 2022 at 12h00, for purposes of:
  1. Transacting the following business:
    1. presenting the Group audited consolidated Annual Financial Statements of the Company and its subsidiaries (Group) for the year ended December 2021, and the associated Directors’ report and Independent Auditors report, the Audit Committee report and the Social and Ethics Committee report;
    2. electing Directors in the place of those resigning and/or retiring in accordance with the Company’s Memorandum of Incorporation;
    3. the election and appointment of Ernst & Young Inc. (with Amelia Young) as the Company’s external auditors for the 2022 financial year;
    4. the election of KPMG as auditors for the 2023 financial year, pursuant to mandatory audit firm rotation effective 1 January 2023; and
    5. such other business as may be transacted at an AGM.

  2. Considering and, if deemed ft, passing, with or without modification, the below mentioned ordinary and special resolutions.

The Board of Directors of the Company has determined, in accordance with section 59 of the Companies Act 71 of 2008, as amended (the Act), that the respective record dates for shareholders to be recorded as shareholders in the securities register of the Company in order to:

  1. be entitled to receive this notice of AGM is Friday, 8 April 2022;
  2. the last date to trade in order to be entitled to attend, participate and vote at the AGM is Tuesday, 10 May 2022;
  3. be entitled to attend, participate and vote at the AGM is Friday, 13 May 2022; and
  4. lodge forms of proxy by 12h00 on Tuesday, 17 May 2022.

 

Due to the Covid-19 pandemic, and the guidance in respect of the latest regulations, the AGM of Massmart Holdings Limited will be held at The Protea Room, Massmart House, 16 Peltier Drive Sunninghill Ext 6 Sandton and electronically. Accordingly, shareholders may either attend the AGM at the physical offices of the Company or by way of electronic participation. Ordinary shareholders holding dematerialised shares in their own name, or who hold shares that are not dematerialised (certificated shares), who are entitled to attend, participate in, and vote at the AGM may appoint one or more proxies to attend, participate and vote in their stead. Shareholders entitled to attend, participate in and vote at the AGM or proxies of such shareholders that wish to participate in and/or vote at the AGM by way of electronic participation must register online using the online registration portal at https://www.lumiconnect.com/en/events, prior to the commencement of the AGM. Shareholders will be required to provide identification reasonably satisfactory to the office of the Company Secretary for purposes of verifying the shareholders right to participate. Forms of identification that will be accepted include original and valid identity documents, driver’s licences and passports. If you are a beneficial shareholder, but not a registered shareholder as at the record date, do not complete a proxy attached to this, but:

  1. if you wish to participate in the AGM, you must obtain the necessary letter of representation from your Central Securities Depository Participant (CSDP) or broker to represent the registered shareholder; or
  2. if you do not wish to attend the AGM but would like your vote to be recorded at the AGM, you should contact your CSDP or broker and furnish them with your voting instructions.

 

Ordinary business

The full consolidated Annual Financial Statements of the Company and the Group (as approved by the Directors of the Company), including the Directors’ report, Independent Auditor’s report and the Audit Committee report for the year ended December 2021, circulated together with this notice of AGM, are presented to the shareholders for their consideration.

 

Ordinary resolutions

Ordinary resolution number 1

Resolved that Daria Beckom, who was appointed during the reporting period and has offered herself for election, be and is hereby elected to the Board of Directors of the Company as a Non-Executive Director (Walmart-nominee).

In terms of the Act, more than 50% of the voting rights exercised on this resolution must be cast in favour of ordinary resolution number 1 for it to be adopted.

The Director’s profile can be viewed here.

 

Ordinary resolution number 2

Resolved that Sindiswa Zilwa, who was appointed during the reporting period and has offered herself for election, be and is hereby elected to the Board of Directors of the Company as an Independent Non-Executive Director.

In terms of the Act, more than 50% of the voting rights exercised on this resolution must be cast in favour of ordinary resolution number 2 for it to be adopted.

The Director’s profile can be viewed here.

 

Ordinary resolution number 3

Resolved that Kuseni Dlamini , who retires by rotation has offered himself for re-election, be and is hereby re-elected to the Board of Directors of the Company in his capacity as Independent Non-Executive Director and Chairperson.

In terms of the Act, more than 50% of the voting rights exercised on this resolution must be cast in favour of ordinary resolution number 3 for it to be adopted.

The Director’s profile can be viewed here.

 

Ordinary resolution number 4

Resolved that Lindiwe Mthimunye, who retires by rotation has offered herself for re-election, be and is hereby re-elected to the Board of Directors of the Company in her capacity as Independent Non-Executive Director.

In terms of the Act, more than 50% of the voting rights exercised on this resolution must be cast in favour of ordinary resolution number 4 for it to be adopted.

The Director’s profile can be viewed here.

 

Ordinary resolution number 5

Resolved that Ernst & Young Inc. (with Amelia Young as the Audit Partner) be and are hereby elected as the Company’s external auditors for the ensuing financial year until the Company’s next AGM, as approved by the Audit Committee and recommended to shareholders.

In terms of the Act, more than 50% of the voting rights exercised on this resolution must be cast in favour of ordinary resolution number 5 for it to be adopted.

 

Ordinary resolution number 6

Resolved that KPMG Inc. (Terence Cheadle as the Audit Partner) be and are hereby elected as the Company’s external auditors, effective 1 January 2023, for the ensuing financial year until the Company’s next AGM, as approved by the Audit Committee and recommended to shareholders.

In terms of the Act, more than 50% of the voting rights exercised on this resolution must be cast in favour of ordinary resolution number 6 for it to be adopted.

 

Ordinary resolution number 7

Resolved that the following persons be and are hereby appointed, each by way of a separate vote, as members of the Audit Committee:

7.1 Olufunke Ighodaro (Chairman)
7.2 Lindiwe Mthimunye
7.3 Sindiswa Zilwa (subject to passing of ordinary resolution 2).

 

In terms of the Act, more than 50% of the voting rights exercised on each of these resolutions must be cast in favour of each of ordinary resolution numbers 7.1, 7.2 and 7.3 for such resolutions to be adopted.

All the proposed members of the Audit Committee are Independent Non-Executive Directors. The Board of Directors have reviewed the proposed composition of the Audit Committee against the provisions of the Act (together with its Regulations) and in terms of the JSE Listings Requirements and has confirmed that, if all the individuals referred to above are elected, the Committee will comply with the relevant requirements and have the necessary knowledge, skills and experience to enable it to perform its duties in terms of the Act and the JSE Listings Requirements.

The Committee members’ profile can be viewed here.

 

Ordinary resolution number 8

Resolved that, subject to the JSE Limited (JSE) Listings Requirements, the Directors be and are hereby authorised to issue ordinary shares in the authorised but unissued shares of the Company (or to issue options or convertible securities convertible into ordinary shares) for cash to such person or persons on such terms and conditions as they may deem fit, subject to the following:

8.1 the securities shall be of a class already in issue, or convertible into a class already in issue;
8.2 the securities shall be issued to public shareholders (as defined in the JSE Listings Requirements) and not to related-parties (as defined in the JSE Listings Requirements);
8.3 the issues of securities in the aggregate under the authority of this resolution during the period in 8.5 below shall not exceed 5% (10,956,940) of the number of securities of that class already in issue as at the date of this notice of AGM, excluding treasury shares, being 219,138,809 ordinary shares, determined in accordance with the relevant provisions of the JSE Listings Requirements, provided that:
  8.3.1 any equity securities issued under the authority during the period contemplated in 8.5 below must be deducted from such number in 8.3 above; and
  8.3.2 in the event of a sub-division or consolidation of the issued equity securities during the period contemplated in 8.5 below, the existing authority must be adjusted accordingly to represent the same allocation ratio.
8.4 the maximum discount at which the shares may be issued shall be 10% of the weighted average traded price of the shares of the Company measured over the 30 business days prior to the date that the price of the issue is agreed between the Company and the party subscribing for the shares (or, if no shares of the Company have been traded in that period, subject to a ruling by the JSE);
8.5 the authority hereby granted will be valid until the Company’s next AGM, provided that it will not extend beyond 15 months from the date on which this resolution is passed; and
8.6 once shares representing, on a cumulative basis within the period contemplated in 8.5 above, 5% or more of the Company’s issued ordinary and/or preference shares prior to that issue, have been issued, the Company shall publish an announcement in accordance with the JSE Listings Requirements.

 

Pursuant to the JSE Listings Requirements, the Company will only be entitled to implement this general authority to allot and issue ordinary shares for cash if this ordinary resolution number 8 is passed by a majority of 75% or more of the votes cast by all shareholders present or represented by proxy at the AGM, excluding any votes cast by the Massmart Holdings Limited Employee Share Trust.

The Directors have decided to seek annual renewal of this authority in accordance with best practice. The Directors have no current plans to make use of this authority but wish to ensure that, by having it in place, the Company has some flexibility to take advantage of any business opportunities that may arise in the future.

 

Ordinary resolution number 9

Resolved that, by way of a non-binding advisory vote, the Remuneration Policy of the Company, as outlined in the Integrated Annual Report, is endorsed.

The resolution is proposed to shareholders to endorse the Company’s Remuneration Policy as set out on page 115. Shareholders are reminded that, in terms of the King IV report on governance for South Africa (King IV), the passing of this non-binding resolution is by way of a non-binding advisory vote. In the event that at least 25% (twenty-five percent) of the voting rights exercised on this advisory vote are against the Remuneration Policy, the Board undertakes to implement the consultation process set out in the Remuneration Policy read together with King IV.

 

Ordinary resolution number 10

Resolved that, by way of a non-binding advisory vote, the Remuneration Implementation Report of the Company, as outlined in the Integrated Annual Report, is endorsed.

The resolution is proposed to shareholders to endorse the Company’s Remuneration Implementation Report as set out here. Shareholders are reminded that, in terms of King IV, the passing of this non-binding resolution is by way of a non-binding advisory vote. In the event that at least 25% (twenty-five percent) of the voting rights exercised on this advisory vote are against the Remuneration Implementation Report, the Board undertakes to implement the consultation process set out in the Remuneration Policy read together with King IV.

 

Special resolutions

Special resolution number 1

Resolved, as a special resolution, that the Company and/or its subsidiaries be and are hereby authorised to generally repurchase the ordinary and/or preference shares in the issued shares of the Company from such shareholder/s, at such price, in such manner and subject to such terms and conditions as the Directors may deem fit, but subject to the Memorandum of Incorporation of the Company, the Act and the JSE Listings Requirements, and provided that:

1.1 the authority hereby granted will be valid until the Company’s next AGM or for 15 months from the date of this special resolution, whichever period is shorter;
1.2 repurchases may not be made at a price greater than 10% above the weighted average of the market value for the shares determined over the five business days immediately preceding the date that the repurchase is effected (or, if no shares of the Company have been traded in that period, subject to a ruling by the JSE);
1.3 repurchases in the aggregate in any one financial year shall not exceed 10% of that class of the Company’s issued shares;
1.4 the repurchase of shares will be effected through the order book operated by the JSE trading system and will be done without any prior understanding or arrangement between the Company and the counterparty (reported trades are prohibited);
1.5 the Company may appoint only one agent, at any point in time, to effect the repurchases on the Company’s behalf;
1.6 neither the Company nor its subsidiaries may repurchase shares during a prohibited period (as defined in the JSE Listings Requirements) unless a repurchase programme is in place where the dates and quantities of shares to be traded during the relevant period are fixed (not subject to any variation) and has been submitted to the JSE in writing prior to the commencement of the prohibited period. The Company will instruct an independent third-party, which makes its investment decisions in relation to the Company’s securities independently of, and uninfluenced by, the Company, prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE; and
1.7 an announcement complying with paragraph 11.27 of the JSE Listings Requirements will be published by the Company when the Company and/or its subsidiaries have cumulatively repurchased 3% of the Company’s initial number of issued ordinary and/or preference shares at the time that the general authority from shareholders is granted and for each 3% in aggregate of the initial number of that class acquired thereafter.

 

Statement by the Board of Directors

In accordance with the JSE Listings Requirements, the Directors state that:

  1. the intention of the Directors is to utilise the authority given under special resolution number 1 at a future date, provided that the cash resources of the Company are in excess of its requirements. In this regard, the Directors will take into account, inter alia, an appropriate capitalisation structure for the Company and the long-term cash needs of the Company, and will ensure that any such utilisation is in the interests of the shareholders;
  2. having considered the effect of the maximum number of ordinary and preference shares that may be acquired pursuant to the authority given under special resolution number 1:

 

the Company and the Group will in the ordinary course of business be able to pay its debts for a period of 12 months after the date of this notice of AGM;

  • the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 months after the date of this notice of AGM, such assets and liabilities being recognised and measured in accordance with the accounting policies used in the Annual Financial Statements of the Company and the Group for the year ended December 2021;
  • the issued share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of this notice of AGM;
  • the working capital available to the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of this notice of AGM; and
  • the Company and its subsidiaries have passed the solvency and liquidity test as set out in section 4 of the Act and that since the application by the Board of Directors of the solvency and liquidity test, there have been no material changes to the financial position of the Group, has been passed.

 

The general authority to repurchase the ordinary and/or preference shares in the issued shares of the Company is limited to the authority granted 1.1 to 1.7 above.

The following additional information, which appears in the Integrated Annual Report of which this notice of AGM forms part, is provided in terms of the JSE Listings Requirements for purposes of special resolution number 1:

  • Major shareholders;
  • Share capital of the Company here of the audited consolidated Group Annual Financial Statements

 

The Directors, whose names are set out here in the Integrated Annual Report, collectively and individually, accept responsibility for the accuracy of information contained in this statement and certify that, to the best of their knowledge and belief, there are no other facts or omissions of which would make any statement false or misleading and that they have made all reasonable enquiries in this regard.

Other than the facts and developments reported in the Integrated Annual Report, to which this notice of AGM forms part of, there have been no material changes in the financial or trading position of the Company and its subsidiaries since the publication of the Group audited consolidated Annual Financial Statements for the year ended December 2021 to the date of this notice of AGM.

In terms of the Act, at least 75% of the voting rights exercised on this resolution must be cast in favour of special resolution number 1 for it to be adopted.

 

Special resolution number 2

Resolved, as a special resolution, that the following Directors’ remuneration (payable to the applicable Non-Executive Directors for services to be rendered by them in their capacities as such), be and is hereby approved, each by way of a separate vote, for the period commencing on 19 May 2022 to the date of the Company’s next AGM.

In terms of the Act, at least 75% of the voting rights exercised on each of these resolutions must be cast in favour of special resolution numbers 2.1, 2.2, 2.3, 2.4, 2.5, 2.6, 2.7, 2.8 and 2.9 for such resolutions to be adopted. The Remuneration review for the year ended December 2021 can be found on pages 110 to 138 of the Integrated Annual Report.

Special resolution number 3

Resolved, as a special resolution, to the extent required in terms of, and subject to the provisions of, section 45 of the Act, that the shareholders hereby approve of the Company providing, at any time and from time to time during the period of two years commencing on the date of this special resolution, any direct or indirect financial assistance as contemplated in such section of the Act to any one or more related or interrelated companies or corporations (as defined in the Act) of the Company that are currently or in the future have become subsidiaries (whether local or foreign) of the Company on such terms and conditions as the Board of Directors of the Company, or by any one or more persons or Committees authorised by the Board of Directors of the Company from time to time for such purpose, deems fit, provided that any such financial assistance shall not in the aggregate exceed an amount of R17 billion in any financial year.

In terms of the Act, at least 75% of the voting rights exercised on this resolution must be cast in favour of special resolution number 3 for it to be adopted.

The following direct and/or indirect financial assistance was provided by the Company to related and/or interrelated companies and/or corporations of the Company as at the financial year ended December 2021:

 

 

Before the below-mentioned limit may be exceeded shareholder approval under section 45 of the Act would again have to be sought.

In the event that the Company provides financial assistance to its subsidiary companies in the form of loans, the Company’s solvency and liquidity will not be impaired as the Company will raise an asset in its books for the equivalent amount then due by that subsidiary. Notice to shareholders of the Company in terms of section 45(5) of the Act of a resolution adopted by the Board authorising the Company to provide direct or indirect financial assistance.

By the time this notice of AGM is delivered to shareholders, the Board of Directors will have adopted a resolution (section 45 Board Resolution). This resolution will also authorise authorising the Company to provide, at any time and from time to time during the period of two years commencing on the date on which special resolution number 3 is adopted, any direct or indirect financial assistance as contemplated in section 45 of the Act to any one or more related or interrelated companies or corporations of the Company and/or to any one or more members of any such related or interrelated company or corporation and/or to any one or more persons related to any such company or corporation, provided that any such financial assistance shall not in the aggregate exceed an amount of R17 billion in any financial year.

The section 45 Board Resolution will be effective only if and to the extent that special resolution number 3 is adopted by the shareholders, and the provision of any such direct or indirect financial assistance by the Company, pursuant to such resolution, will always be subject to the Board of Directors being satisfied that

  1. immediately after providing such financial assistance, the Company will satisfy the solvency and liquidity test as referred to in section 45(3)(b)(i) of the Act, and that
  2. the terms under which such financial assistance is to be given are fair and reasonable to the Company as referred to in section 45(3)(b)(ii) of the Act.

 

In as much as the section 45 Board Resolution contemplates that such financial assistance will in the aggregate exceed one tenth of one percent of the Company’s net worth at the date of adoption of such resolution, the Company hereby provides notice of the section 45 Board Resolution to shareholders. Such notice will also be provided to any trade union representing any associates of the Company.

 

Special resolution number 4

Resolved, to the extent required in terms of and subject to the provisions of the Massmart Share Incentive Plan 2013 (SIP), that the shareholders hereby approve the amended SIP rules as presented to the shareholders.

The amended SIP rules contain the following amendments:

  • the SIP rules have been amended to include provisions relating to malus; and
  • the maximum aggregate number of Shares at any one time which may be acquired by Participants under the SIP is hereby reduced to 10,972,222 (ten million nine hundred and seventy-two thousand two hundred and twenty-two) Shares.

 

 

Extracts from the amendment SIP:
8 Maximum number of shares which may be acquired by participants and company limits
  8.1 Subject to 8.2, the prior approval, if required, of any securities exchange on which Shares are listed, and the prior authority of shareholders granted by way of an ordinary resolution passed by a 75% majority of the votes cast by the shareholders present or represented at a general meeting (excluding all of the votes attached to Shares owned or controlled by existing Participants in the Plan) shall be required if the aggregate number of Shares which may be acquired by:
    8.1.1 all Participants under the Plan, and Any Other Plan is to exceed 39,500,000 (thirty nine million five hundred thousand) Shares, is not to exceed 10,972,222 (ten million nine hundred and seventy-two thousand two hundred and twenty-two) Shares. The aggregate number of Shares acquired by all Participants under Any Other Plan is not included in the aforesaid limit and such limit shall be governed in terms of the relevant rules of Any Other Plan; [Sch 14.1(b)]
    8.1.2 any one Participant in terms of the Plan and Any Other Plan is to exceed 4,000,000 (four million) Shares. [Sch 14.1(c)]
  8.2 Shares may be acquired through the JSE, in order to satisfy obligations in terms of the Plan. In the determination of the number of Shares which may be acquired by Participants in terms of 8.1, Shares shall not be taken into account, which have been purchased through the JSE. For the sake of clarity and notwithstanding anything to the contrary contained in these Rules, the aggregate number of Shares set out in 8.1.1 and 8.1.2 shall not “roll over” as contemplated under the Listings Requirements. In other words, once a Share is settled it shall not again thereafter be counted in the number of Shares comprising the aggregate amounts set out in 8.1.1 and 8.1.2 above. [Sch 14.9(c)] [Sch 14.12)]
 
17 Malus
  17.1 Notwithstanding any other provision of these Rules, should a Trigger Event occur and be discovered at any time before the Vesting of an Award or Grant to which the Remuneration Committee has specified that Malus applies, the Remuneration Committee may in its discretion, reduce the Award or Grant (as the case may be) in whole or in part (including, for the avoidance of doubt, to nil) in accordance with the provisions of these Rules read in conjunction with the relevant Award Letter, the Grant Letter and the provisions of the remuneration policy of the Company.
  17.2 Whenever a reduction is made, the relevant Award, Grant or portion thereof, as relevant, shall be treated as having immediately been forfeited. No consideration will be payable to the Participant.

 

Detail pertaining to Special resolution number 4

SIP limit

When the SIP was put in place during 2013, the Company aggregated the limits available under the old option scheme and the SIP. This resulted in an aggregate dilution limit of 18% across both plans. As the option scheme has one remaining tranche left, the dilution limits under each plan are now ring-fenced and the limit contained in the 2013 employee share option scheme will continue to apply. A new reduced limit has been set for the SIP amounting to 10,972,222 (ten million nine hundred and seventy-two thousand two hundred and twenty-two) shares (which represents approximately 5% of the number of issued shares as at the date of adoption of the SIP. The Company is satisfied that the reduced limit is now closer aligned to market expectations. The Company intends to continue to settle the SIP by purchasing shares off the market.

 

Malus provisions

Malus and clawback provisions were approved for inclusion in the Company’s Remuneration Policy, SIP and Annual Incentive Plan rules as presented to shareholders at the Company’s AGM held on 21 May 2020. Accordingly, the Company has amended the SIP to include the provisions relating to malus as presented herewith. The amendments to the SIP to incorporate malus are aligned to current developments in respect of Executive remuneration practices within South Africa. The aim of the amendments is to allow the Company the ability to recover unvested awards/grant under the SIP in the event that a trigger event is discovered before the vesting date.

Clawback will continue to be regulated in terms of the remuneration policy (full details are disclosed in the Integrated Report remuneration section).

 

General

Identification, voting and proxies

Shareholders are entitled to attend, speak and vote at the AGM.

In terms of section 63(1) of the Act, any person attending or participating in the AGM must present reasonably satisfactory identification and the person presiding at the AGM must be reasonably satisfied that the right of any person to participate in and vote (whether as shareholder or a proxy for a shareholder) has been reasonably verified. Forms of identification include valid identity documents, driver’s licences or passports.

Shareholders holding dematerialised shares, but not in their own name, must furnish their Central Securities Depository Participant (CSDP) or broker with their instructions for voting at the AGM.

If your CSDP or broker, as the case may be, does not obtain instructions from you, they will be obliged to act in accordance with your mandate furnished to them, or if the mandate is silent in this regard, complete the form of proxy attached.

Unless you advise your CSDP or broker, in terms of the agreement between you and your CSDP or broker by the cut-off time stipulated therein, that you wish to attend the AGM or send a proxy to represent you at the AGM, your CSDP or broker will assume that you do not wish to attend the AGM or send a proxy.

If you wish to attend the AGM or send a proxy, you must request your CSDP or broker to issue the necessary letter of authority to you. Shareholders holding dematerialised shares, and who are unable to attend the AGM and wish to be represented thereat, must complete the form of proxy attached in accordance with the instructions therein and lodge it with or mail it to the transfer secretaries, Computershare Investor Services Proprietary Limited (Computershare).

A form of proxy (which is attached) must be dated and signed by the shareholder appointing a proxy and should be forwarded to reach Computershare by no later than 12h00 on Tuesday, 17 May 2022. The proxy may also be handed to the Chairman at the meeting via company.secretarial@massmart.co.za. Before a proxy exercises any rights of a shareholder at the AGM, such form of proxy must be so delivered. In compliance with the provisions of section 58(8)(b)(i) of the Act, a summary of the rights of a shareholder to be represented by proxy, as set out in section 58 of the Act, is set out immediately hereunder:

  • A shareholder entitled to attend and vote at the AGM may appoint any individual (or two or more individuals) as a proxy or as proxies to attend, participate in and vote at the AGM in the place of the shareholder. A proxy need not be a shareholder of the Company.
  • A proxy appointment must be in writing, dated and signed by the shareholder appointing a proxy and, subject to the rights of a shareholder to revoke such appointment (as set out below), remains valid only until the end of the AGM.
  • A proxy may delegate the proxy’s authority to act on behalf of a shareholder to another person, subject to any restrictions set out in the instrument appointing the proxy.
  • The appointment of a proxy is suspended at any time and to the extent that the shareholder who appointed such proxy chooses to act directly and in person in the exercise of any rights as a shareholder.
  • The appointment of a proxy is revocable by the shareholder in question cancelling it in writing, or making a later inconsistent appointment of a proxy, and delivering a copy of the revocation instrument to the proxy and to Computershare.

 

The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as of the later of:

  1. the date stated in the revocation instrument, if any and
  2. the date on which the revocation instrument is delivered to Computershare as required in the first sentence of this paragraph.
    • If the instrument appointing the proxy or proxies has been delivered to Computershare, as long as that appointment remains in effect, any notice that is required by the Act or the Company’s Memorandum of Incorporation to be delivered by the Company to the shareholder, must be delivered by the Company to:
    1. the shareholder or
    2. the proxy or proxies, if the shareholder has:
      1. directed the Company to do so in writing and
      2. paid any reasonable fee charged by the Company for doing so.
  • Attention is also drawn to the Notes to the form of proxy.
  • The completion of a form of proxy does not preclude any shareholder from attending the AGM.

 

By order of the Board

 


Sandile Lukhele
Group Company Secretary
8 April 2022