notice of anNual general meeting
Murray & Roberts Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1948/029826/06)
(JSE Share code: MUR) (ISIN: ZAE000073441)
(“Company”) or (“Group”)
Notice is hereby given to shareholders, as at the record date of Friday, 14 September 2012, that the sixty-fourth annual general meeting of the
Company will be held at Douglas Roberts Centre, 22 Skeen Boulevard, Bedfordview, Johannesburg on Wednesday, 31 October 2012 at 11:00
to conduct the following business and to consider and, if deemed fit, to pass, with or without modification, the ordinary and special resolutions
set out below in the manner required by the Companies Act No. 71 of 2008 (as amended) (“Act”):
| 1. |
PRESENTATION Of ANNUAL FINANCIAL STATEMENTS |
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The annual financial statements, incorporating the directors’ and audit & sustainability committee reports of the Group and Company for
the year ended 30 June 2012, have been approved by the Board of directors of the Company (“Board”) on 29 August 2012 and will be
presented at the annual general meeting. |
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| 2. |
ELECTION Of DIRECTORS |
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To elect by way of separate resolutions: |
| 2.1 |
TCP Chikane as non-executive director, who was appointed since the last annual general meeting and, in accordance with the
Company’s memorandum of incorporation, retires at this annual general meeting. |
| 2.2 |
RC Andersen, M Sello and RT Vice as non-executive directors, who in terms of the memorandum of incorporation retire by rotation. |
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All the above retiring directors are eligible and available for re-election. Their profiles appear in the Group directorate. The Board
recommends the re-election of these directors. AA Routledge retires by rotation and is not available for re-election. RC Andersen has
given notice of his intention to retire as a director and chairman of the Company effective 1 March 2013, and thus his appointment will
end on that date.
Ordinary resolution number 1
“RESOLVED THAT TCP Chikane be and is hereby elected as a director of the Company.”
Ordinary resolution number 2
“RESOLVED THAT RC Andersen be and is hereby elected as a director of the Company.”
Ordinary resolution number 3
“RESOLVED THAT M Sello be and is hereby elected as a director of the Company.”
Ordinary resolution number 4
“RESOLVED THAT RT Vice be and is hereby elected as a director of the Company.” |
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| 3. |
REAPPOINTMENT OF EXTERNAL AUDITORS |
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The audit & sustainability committee has nominated for re-appointment Deloitte & Touche as independent auditors and in particular
AJ Zoghby, being the individual registered auditor who will undertake the Company’s audit for the year ending 30 June 2013.
Ordinary resolution number 5
“RESOLVED THAT Deloitte & Touche be and is hereby re-appointed as auditors of the Company to hold office until conclusion of the
next annual general meeting.” |
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| 4. |
APPROVAL OF REMUNERATION POLICY |
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To consider and approve the remuneration policy. The vote on this resolution is advisory only and non-binding. The resolution is put to
shareholders to endorse the Company’s remuneration programme and policies and their implementation, as summarised in the
remuneration policy set in the Remuneration report.
Ordinary resolution number 6
“RESOLVED THAT the remuneration policy be and is hereby approved.” |
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| 5. |
APPOINTMENT OF MEMBERS OF THE AU DIT & SUSTAINA BILITY COMMITTEE |
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To elect, by way of separate resolutions, the following independent non-executive directors as members of the Company’s
audit & sustainability committee until the conclusion of the next annual general meeting:
Ordinary resolution number 7
“RESOLVED THAT DD Barber be and is hereby elected as a member of the Company’s audit & sustainability committee.”
Ordinary resolution number 8
“RESOLVED THAT TCP Chikane be and is hereby elected as a member of the Company’s audit & sustainability committee.”
Ordinary resolution number 9
“RESOLVED THAT M Sello be and is hereby elected as a member of the Company’s audit & sustainability committee.”
Ordinary resolution number 10
“RESOLVED THAT RT Vice be and is hereby elected as a member of the Company’s audit & sustainability committee.”
The profiles of the directors up for membership appear in the Group directorate. The nomination committee recommends the election of
these members. M Sello will be stepping down as a member of the audit & sustainability committee when appointed chairman of the
Company, effective 1 March 2013. |
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| 6. |
SPECIAL BUSINESS |
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To consider and, if deemed fit, to pass, with or without modification, the following special resolutions: |
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| 6.1 |
Fees payable to non-executive directors
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To approve the proposed fees payable quarterly in arrears to non-executive directors.
Special resolution number 1
“RESOLVED THAT the proposed fees for the next 12-month period, payable quarterly in arrears to non-executive directors with effect
from the quarter commencing 1 October 2012, be approved as follows:
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Proposed
per annum |
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Previous
per annum |
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Chairman |
Includes director and committee fees |
1 & 2 R1 095 000 |
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R1 095 000 |
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Director |
Per annum |
3 & 4 R200 000 |
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R170 000 |
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Committee fees: |
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Audit & sustainability |
Chairman |
R205 000 |
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R170 000 |
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Member |
R100 000 |
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R85 500 |
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Health, safety & environment |
Chairman |
R138 500 |
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R115 500 |
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Member |
R73 500 |
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R73 500 |
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Nomination |
Member |
R37 000 |
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R37 000 |
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Remuneration & human resources |
Chairman |
R138 500 |
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R115 500 |
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Member |
R73 500 |
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R73 500 |
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Risk management |
Chairman |
R138 500 |
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R115 500 |
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Member |
R73 500 |
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R73 500 |
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Social & ethics |
Chairman |
R138 500 |
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R115 500 |
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Member |
R73 500 |
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R73 500 |
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| 1 |
No fee increase was proposed for the chairman. |
| 2 |
Includes fees for chairing the nomination committee, attendance at the health, safety & environment committee, remuneration & human resources
committee and the social & ethics committee. |
| 3 |
Calculated on the basis of five meetings per annum. |
| 4 |
A deduction of R17 500 per meeting will apply for non-attendance at a scheduled meeting and R35 000 will be payable for attendance at a special Board
meeting as well as R17 500 per special committee meeting. |
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Explanatory note to special resolution number 1 – refer to the Explanatory notes to special resolutions contained in the notice of agm |
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| 6.2 |
Financial assistance to directors, prescribed officers, employee share scheme beneficiaries and related or inter-related
companies and corporations |
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To approve the provision of financial assistance in terms of sections 44 and 45 of the Act.
Special resolution number 2
“RESOLVED THAT the Board may, subject to sections 44 and 45 of the Act and the requirements (if applicable) of the: |
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| (i) |
Company’s memorandum of incorporation; and |
| (ii) |
JSE Listings Requirements, |
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authorise the Company to provide direct or indirect financial assistance: |
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| (i) |
to any person for the purpose of, or in connection with, the subscription for any option or any securities issued or to be issued by the
Company, or any related or inter-related company, or for the purchase of any securities of the Company, or any related or interrelated
company; and/or |
| (ii) |
to a director or prescribed officer of the Company or of a related or inter-related company; to a related or inter-related company or
corporation; to a member of a related or inter-related corporation; or to any person related to the Company or to any such
aforementioned company, corporation, director, prescribed officer or member, |
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provided that no such financial assistance may be provided at any time in terms of this authority after the expiry of two years from the
date of the adoption of this special resolution number 2” |
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Explanatory note to special resolution number 2 – Refer to Explanatory notes to special resolutions contained in the notice of agm |
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| 6.3 |
Adoption of new memorandum of incorporation |
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To approve the adoption of a new memorandum of incorporation to replace the existing memorandum and articles of association:
Special resolution number 3
“RESOLVED THAT in terms of section 16(1)(c)(ii) of the Act and item 4(2) of Schedule 5 to the Act, the existing memorandum and articles
of association of the Company (re-named a memorandum of incorporation in terms of the Act) be and are hereby amended and
substituted in their entirety by the new memorandum of incorporation signed by the chairman of the annual general meeting on the first
page thereof for identification purposes, with effect from the date of filing of the required notice of amendment with the Companies and
Intellectual Property Commission.” |
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Explanatory note to special resolution number 3 – Refer to Explanatory notes to special resolutions contained in the notice of agm |
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| 6.4 |
Adoption of new share incentive scheme
To approve the adoption of the proposed Murray & Roberts Holdings Limited Forfeitable Share Plan
Special resolution number 4
“RESOLVED THAT the proposed Murray & Roberts Holdings Limited Forfeitable Share Plan be and is hereby approved.”
Explanatory note to special resolution number 4 – Refer to Explanatory notes to special resolutions contained in the notice of agm |
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| 6.5 |
Amendment of existing share incentive scheme
To approve amendments to The Murray & Roberts Trust Deed
Special resolution number 5
“RESOLVED THAT the Company hereby adopts the amendments to the Trust Deed of The Murray & Roberts Trust (incorporating the
Murray & Roberts Holdings Limited Employee Share Option Scheme) (“Trust”).
Explanatory note to special resolution number 5 – Refer to Explanatory notes to special resolutions contained in the notice of agm |
RECORD DATE
The record date for shareholders to be registered in the register of the Company for purposes of being entitled to attend, speak and vote at the
annual general meeting is Friday 26 October 2012. Accordingly, the last date to trade in order to be registered as a shareholder in the
Company’s registers on the record date shall be Friday 19 October 2012.
VOTING AND PROXIES
Ordinary shareholders are entitled to attend, speak and vote at the annual general meeting. Ordinary shareholders may appoint a proxy to
attend, speak and vote in their stead. A proxy need not be a shareholder of the Company.
The special resolutions proposed to be adopted at this annual general meeting require the support of at least 75% of the voting rights exercised
thereon in order to be adopted. Ordinary resolutions proposed to be adopted require the support of more than 50% of the voting rights
exercised thereon in order to be adopted.
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 annual general meeting. If your CSDP or broker, as the case may be, does not obtain
instructions from you, it will be obliged to act in terms of your mandate furnished to it, or if the mandate is silent in this regard, complete the
relevant 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 in the
agreement, that you wish to attend the annual general meeting or send a proxy to represent you at the annual general meeting, your CSDP
or broker will assume that you do not wish to attend the annual general meeting or send a proxy.
If you wish to attend the annual general meeting or send a proxy, you must request your CSDP or broker to issue the necessary letter of
representation to you. Shareholders holding dematerialised shares in their own name, or holding shares that are not dematerialised, and who
are unable to attend the annual general meeting and wish to be represented at the meeting, must complete the relevant form of proxy attached
in accordance with the instructions and lodge it with or mail it to the transfer secretaries.
Forms of proxy (which are enclosed) should be forwarded to reach the transfer secretaries, Link Market Services South Africa (Proprietary)
Limited, by no later than 11:00 on Monday, 29 October 2012.
The completion of a form of proxy does not preclude any shareholder registered by the record date from attending the annual
general meeting.
Shareholders and proxies attending the annual general meeting on behalf of shareholders are reminded that satisfactory identification must
be presented in order for such shareholder or proxy to be allowed to attend or participate in the annual general meeting.
Shareholders or their proxies may participate in the meeting by way of telephone conference call and, if they wish to do so:
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Must contact the company secretary (by email at the address rentia.joubert@murrob.com) by no later than 11:00 on
Monday 29 October 2012 in order to obtain dial-in details for that conference call; |
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Will be required to provide reasonably satisfactory identification; and |
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Will be billed separately by their own telephone service providers for their telephone call to participate in the meeting. |
Voting will not be possible via the electronic facilities and shareholders wishing to vote their shares will need to be represented at the meeting
either in person, by proxy or by letter of representation, as provided for in the notice of meeting.
By order of the Board
Per: Rentia Joubert
Group Secretary
28 September 2012
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