Annual General Meeting

Notice is hereby given that the 26th annual general meeting of the shareholders of Basil Read Holdings Limited will be held at TWP’s head office, 54 Melrose Boulevard, Melrose Arch, Johannesburg on Thursday, 26 May 2011 at 12:00 for the purposes of transacting the following business:

Ordinary Business

  1. To consider and adopt the annual financial statements for the year ended 31 December 2010 and the reports of the directors and auditors.
  2. To elect the following directors who retire in accordance with the provisions of the group’s articles of association and being eligible offer themselves for re-election. Their short CVs are detailed on here.
  3. SS Ntsaluba (appointed 05/07/2006)
  4. AT Tlelai (appointed 05/07/2006)
  5. CP Davies (appointed 05/07/2006)
  6. To confirm fees payable to the directors (refer here).
  7. To authorise the directors to approve the remuneration of the auditors PricewaterhouseCoopers Inc for the year under review.
  8. To reappoint PricewaterhouseCoopers Inc as auditors until the conclusion of the next annual general meeting.

Special Business

Ordinary resolution number 1: Control of authorised but unissued shares
  1. To place the unissued ordinary shares in the authorised ordinary share capital of the company under the control of the directors in terms of section 221 and 222 of the Companies Act, 1973, as amended (“the Act”), who are authorised to allot and issue shares on such terms and conditions as they deem fit, until the next annual general meeting, subject to the provisions of the Act and the JSE Limited (“JSE”) Listings Requirements.
Ordinary resolution number 2: General authority to issue shares for cash
  1. Resolved that the directors have the power to allot and issue ordinary shares for cash as and when the directors consider it appropriate in the circumstances, subject to the Act, any share incentive trust deed entered into by the company, the articles of association of the company and the JSE Listings Requirements, when applicable, and the following limitations, namely that:
    1. this authority shall not endure beyond the earlier of the next annual general meeting of the company or beyond 15 (fifteen) months from the date of this meeting;
    2. there will be no restrictions in regard to the persons to whom the shares may be issued, provided that such shares are to be issued to public shareholders (as defined by the JSE Listings Requirements) but not to related parties;
    3. upon any issue of ordinary shares representing on a cumulative basis within a financial year, 5% (five percent) or more of the number of ordinary shares in issue, the company shall, by way of a paid press announcement in terms of 11.22 of the JSE Listings Requirements, give full details thereof, including the effect on the net asset value of the company and earnings per share, the number of securities issued and the average discount to the weighted average traded price of the securities over the 30 days prior to the date that the price of such issue is agreed in writing between the issuer and the party/ies subscribing for the securities;
    4. that issues in the aggregate in any one financial year shall not exceed 15% (fifteen percent) of the number of issued ordinary shares of the company (including instruments which are compulsorily convertible into ordinary shares) at the date of application less any ordinary shares issued, or to be issued in the future arising from options/convertible securities issued during the current financial year;
    5. the maximum discount at which ordinary shares may be issued is 10% (ten percent) of the weighted average traded price of the ordinary shares of the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed between the issuer and the party subscribing for the securities, and;
    6. under the JSE Listings Requirements, a 75% (seventy-five percent) majority of votes cast by the ordinary shareholders present or represented by proxy at the general meeting is required to approve the resolution.
Special resolution number 1: General authority to repurchase shares
  1. Resolved that the company approves, as a general approval as contemplated in sections 85(2) and 85(3) of the Companies Act, the acquisition of shares issued by the company upon such terms and conditions and in such amounts as the directors may from time to time decide, but subject to the provisions of section 85 to section 89 of the Companies Act, the articles of association and the JSE Listings Requirements, namely that:
    1. the repurchase of securities may only be effected on the open market through the order book operated by the JSE trading system and done without any understanding between the company and the counterparty;
    2. authorisation thereto being given by the company’s articles of association;
    3. approval by shareholders in terms of a special resolution of the company, which shall be valid only until the company’s next annual general meeting or for 15 months from the date of the special resolution, whichever period is shorter;
    4. at any point in time, the company will only appoint one agent to effect any repurchase(s) on the company’s behalf;
    5. in any one financial year the general authority to repurchase will be limited to a maximum of 20% of the company’s issued capital of that class at the time authority is granted in that financial year;
    6. repurchases may not be made at a price greater than 10% above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction is effected;
    7. the company after such repurchases still complies with paragraph 3.37 to 3.41 of the JSE Listings Requirements concerning shareholder spread requirements;
    8. the company makes an announcement in terms of paragraph 11.27 of the JSE Listings Requirements; and
    9. repurchases may not be made during a prohibited period as defined in paragraph 3.67 of the Listings Requirements of the JSE, unless a repurchase programme (where the dates and quantities of shares to be repurchased during the prohibited period are fixed) is in place and full details thereof announced on SENS prior to the commencement of the prohibited period.
    10. The reason for and the effect of special resolution number 1
    11. The reason for and the effect of special resolution number 1 is to grant the directors a general authority in terms of the Act for the acquisition by the company of shares issued by it on the basis reflected in special resolution number 1.

Explanatory notes to special resolution number 1

Pursuant to the terms of the JSE Listings Requirements, the directors hereby state:

  1. that the intention of the company is to utilise the general authority to repurchase securities if at some future date the cash resources of the company are in excess of its requirements. In this regard the directors will take account of, inter alia appropriate capitalisation structures for the company, the long-term cash needs of the company and will ensure that any such repurchases are in the interest of shareholders;
  2. that the method by which the company intends to repurchase its securities and the date on which such repurchases will take place, have not yet been determined;
  3. that after considering the effect of a maximum permitted general repurchase of securities;
    1. the company and the group will be able in the ordinary course of business to pay its debts for a period of 12 months after the date of the general repurchase;
    2. 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 general repurchase. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited consolidated annual financial statements;
    3. the 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 general repurchase;
    4. the working capital of the company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of the general repurchase; and
    5. the company will provide its sponsor and the JSE with all documentation as required in Schedule 25 of the JSE Listings Requirements, and will not commence any repurchase programme until the sponsor has signed off on the adequacy of its working capital, advised the JSE accordingly and the JSE has approved this documentation.

Additional explanatory notes to special resolution number 1

Information required in terms of the JSE Listings Requirements with regard to the general authority for the company or any of its subsidiaries to repurchase the company’s securities appears in the annual financial statements, to which this notice of annual general meeting is annexed as indicated below:

  1. Directors and management: see board, and management.
  2. Major shareholders: see shareholders’ information.
  3. Directors’ interests in securities: see Driector’s report.
  4. Share capital of the company: see note 27 and note 52.
Litigation

There are no legal or arbitration proceedings, including any proceedings that are pending or threatened of which the company is aware, that may have or have had in the recent past, being at least the previous 12 months, a material effect on the company’s financial position.

Material changes

Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the company since the date of signature of the audit report and the date of this notice.

Responsibility statement

The directors, whose names are given here in which this notice was included, collectively and individually accept full responsibility for the accuracy of the information given in this notice 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 the annual report and notice contain all information required by law and the JSE Listings Requirements.

  1. To transact such other business as may be transacted at an annual general meeting.
    1. Voting. The ordinary resolutions are subject to a simple majority vote of shareholders present or represented by proxy at the annual general meeting. Every shareholder present in person or by proxy at the annual general meeting shall, on a show of hands, have one vote only, and on a poll, have one vote for each share of which he/she is the registered holder.
    2. A shareholder entitled to attend, speak and vote at the annual general meeting is entitled to appoint a proxy (who need not be a shareholder of the company), to attend, speak and vote in his/her stead.
    3. Shareholders which are companies or other bodies corporate may, in terms of section 188(1) of the Act, by resolution of its directors or other governing body, authorise any person to act as its representative at the annual general meeting.

Certificated shareholders and own-name dematerialised shareholders who are unable to attend the annual general meeting but wish to be represented thereat should complete and return the attached form of proxy in accordance with the instruction contained therein so as to be received by the Transfer Secretaries of the company, Link Market Services (Pty) Limited, 11 Diagonal Street, Johannesburg 2001 (PO Box 4844, Johannesburg, 2000) at least 48 hours, excluding Saturdays, Sundays and public holidays, before the annual general meeting.

Ordinary shareholders who have dematerialised their shares through a CSDP or broker, other than by own name registration who wish to vote by way of proxy, must 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. These instructions must be provided to their CSDP or broker by the cut-off time or date advised by their CSDP or broker for instructions of this nature.

Dematerialised shareholders who wish to attend the annual general meeting must request their CSDP or broker to vote by proxy on their behalf in terms of the agreement entered into between the shareholder and their CSDP or broker.

By order of the board

E Kruger
E Kruger
Company secretary

Boksburg, 3 May 2011

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