Notice is hereby given that the annual general meeting of shareholders of Life Healthcare Group Holdings Limited will be held at The Wanderers Club, 21 North Street, Illovo, Johannesburg on Thursday, 27 January 2011 at 13:30.
The following business will be transacted and resolutions proposed, with or without modification:
| ORDINARY BUSINESS |
| 1. |
Ordinary resolution number 1 |
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Approval of annual financial statements |
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To receive and adopt the annual financial statements of the Company and of the Group for the year ended 30 September 2010. |
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| 2. |
Ordinary resolution number 2 |
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Re-election of directors |
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To elect, by way of separate resolutions, directors in the place of those retiring in accordance with the Company’s articles of association. |
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Directors who have been appointed after the previous annual general meeting who, in accordance with article 20.2 of the Company’s articles of association, have to retire, but may offer themselves for re-election are: |
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2.1 |
Mr TS Munday |
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2.2 |
Mr PJ Golesworthy |
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2.3 |
Ms LM Mojela |
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2.4 |
Mr K Gordhan |
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2.5 |
Mr JK Netshitenzhe, and |
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2.6 |
Ms F du Plessis. |
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In addition to the above, the following directors will retire in terms of Article 24 of the Company’s articles of
association, all of whom are eligible for re-election and have all offered themselves for re-election: |
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2.7 |
Mr GC Solomon |
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2.8 |
Dr MP Ngatane |
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2.9 |
Mr MA Brey, and |
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2.10 |
Prof GJ Gerwel. |
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An abbreviated curriculum vitae in respect of each of the current directors offering himself/herself for re-election is
contained in the board of directors of the annual report. In respect of the newly appointed directors offering themselves for
re-election, abbreviated curricula vitae are contained in the explanatory notes forming part of this notice. |
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The following directors who are eligible for re-election will retire in terms of article 24 of the Company’s articles of
association, and have not offered themselves for re-election: |
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2.11 |
Dr JPF Dalmeyer, and |
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2.12 |
Ms YZ Cuba. |
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| 3. |
Ordinary resolution number 3 |
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Re-appointment of external auditors |
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To re-appoint the auditors, PricewaterhouseCoopers Inc., as independent auditors of the Company and the Group; and Mr FJ Lombard as the designated audit partner, for the ensuing year. |
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| 4. |
Ordinary resolution number 4 |
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Remuneration of non-executive directors |
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4.1 |
To ratify the remuneration of non-executive directors for the year ended 30 September 2010 on the basis set
out below. |
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4.2 |
To approve the remuneration of non-executive directors for the year ending 30 September 2011 on the following basis: |
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Existing fee for |
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Proposed fee for |
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the year ended |
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the year ending |
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30 September 2010 |
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30 September 2011 |
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Type of fee |
R |
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R |
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Group board |
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Chairman |
*188 652 |
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***300 000 |
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Member |
*94 328 |
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***140 000 |
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Audit (fee per meeting) |
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Chairman |
**26 950 |
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***170 000 |
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Member |
**13 478 |
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***100 000 |
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Remuneration and human resources committee |
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Chairman |
**22 234 |
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***130 000 |
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Member |
**11 120 |
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***65 000 |
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Other board committees (nominations, risk, transformation and investment) |
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Chairman |
**22 234 |
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***86 700 |
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Member |
**11 120 |
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***43 300 |
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* Annual fee for four meetings per annum. Meetings outside of the planned schedule paid an additional R47 163 (chairman) and R23 582 (member) per meeting. Five meetings were held in 2010 |
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** Fee per meeting |
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*** Annual fee: 60/40 split proposed between retainer and fee per meeting based on a set number of meetings |
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Any additional meeting called will be remunerated as follows: R25 000 (chairman) and R12 500 (member) |
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| 5. |
Ordinary resolution number 5 |
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Renewal of the authority that the unissued shares be placed under the control of directors |
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“Resolved that 5 (five) percent of the authorised but unissued shares in the capital of the Company be and are
hereby placed under the control and authority of the directors of the Company until the next annual general
meeting of the Company, and that the directors be authorised and empowered, subject to the provisions of the
Companies Act, Act 61 of 1973, as amended (the Act), and the Listings Requirements of the JSE, to allot, issue
and otherwise dispose of such shares to such person/s on such terms and conditions and at such times as the
directors may from time to time in their discretion deem fit.” |
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| 6. |
Ordinary resolution number 6 |
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General authority to distribute to shareholders part of the Company’s share premium |
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“Resolved that the directors of the Company be authorised, by way of a general authority, to distribute to
shareholders of the Company any share capital and reserves of the Company (‘general distribution’) in terms of
section 90 of the Companies Act, Act 61 of 1973 as amended, article 43 of the Company’s articles of association
and in terms of the Listings Requirements of the JSE Limited (JSE), provided that: |
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the general distribution will be made pro rata to all ordinary shareholders |
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the general authority will be valid until the next annual general meeting of the Company or for 15 months from
the passing of this ordinary resolution (whichever period is the shorter) |
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any general distribution of the share premium by the Company does not exceed 20% of the Company’s issued
share capital and reserves, excluding minority interests and revaluations of assets that are not supported by
a valuation by an independent expert acceptable to the JSE prepared within the last six months, in any one
financial year, measured as at the beginning of such financial year |
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announcements will be published on SENS and in the press setting out the financial effects of the general
distribution prior to such distribution being effected and complying with Section 11.31 and Schedule 24 of the
JSE Listings Requirements, and |
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any such payments are subject to exchange control regulations and approval at that point in time. |
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| 7. |
Ordinary resolution number 7 |
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Authorisation for an executive director to sign necessary documents |
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“Resolved that any one executive director be authorised to sign all such documents and do all such things as
may be necessary for or incidental to the implementation of the resolutions to be proposed at the annual general
meeting.” |
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| SPECIAL BUSINESS |
| Shareholders are requested to consider, and if deemed fit, pass the following special resolution with or without amendment: |
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| 8. |
Special resolution number 1 |
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General authority to repurchase Company shares |
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“Resolved as a special resolution that the Company or any of its subsidiaries, be and is hereby authorised
by way of a general authority, to acquire up to 10% of the Company’s ordinary issued share capital (‘general
repurchase’) (subject to the proviso that a subsidiary may not hold more than 10% of the Company’s issued
share capital), in terms of sections 85(2) and 85(3) of the Companies Act, Act 61 of 1973, as amended and of the
Listings Requirements of the JSE. Such general approval will be valid until the next annual general meeting of the
Company, provided that it will not extend beyond 15 months from the date of passing of this special resolution.
Such authority is subject to the following conditions: |
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Any such acquisition of ordinary shares will be implemented through the order book operated by the JSE’s
trading system and done without any prior understanding or arrangement between the Company or its
subsidiary and the counter-party. |
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Acquisitions in the aggregate in any one financial year may not exceed 10% of the Company’s issued share
capital as at the date of passing of this special resolution. |
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An announcement is published as soon as the Company or any of its subsidiaries has acquired shares
constituting, on a cumulative basis, 3% of the number of the ordinary shares in issue at the time the authority
is granted and for each 3% in aggregate of the initial number of that class purchased thereafter, containing full
details of such acquisition. |
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In determining the price at which Life Healthcare shares are acquired by the Company or its subsidiaries, the
maximum premium at which such shares may be purchased will be 10% of the weighted average of the market
value of the shares for the five business days immediately preceding the date of the relevant transaction. |
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The Company or its subsidiary has been given authority by its articles of association. |
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At any point in time, the Company or its subsidiary may only appoint one agent to effect any repurchase on the
Company’s behalf. |
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The Company and/or its subsidiaries may not repurchase any shares during a prohibited period as defined
by the JSE Listings Requirements, unless a repurchase programme is in place, where dates and quantities
of shares to be traded during the prohibited period are fixed and full details of the programme have been
disclosed in an announcement on SENS prior to the commencement of the prohibited period. |
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Statement of board’s intention |
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Should the authority be granted at the Company’s annual general meeting, it will provide the directors with the
flexibility to repurchase such shares as and when the best interests of the Company require them to do so. |
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Working capital statement |
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The directors undertake that they will not effect a general repurchase of Life Healthcare shares or make a
general distribution as contemplated above unless for a period of 12 months after the date of the general
repurchase/general distribution, the following can be met: |
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The Company and the Group are in a position to repay their debts as they become due in the ordinary course
of business. |
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The assets of the Company and the Group, fairly valued in accordance with International Financial Reporting
Standards, are in excess of the liabilities of the Company and the Group. |
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The issued share capital and reserves of the Company and the Group are adequate for ordinary business
purposes. |
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The working capital available to the Company and the Group will be adequate for ordinary business purposes. |
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The Company’s sponsor has confirmed the adequacy of the Company’s working capital for purposes of
undertaking the general repurchase/general distribution in writing to the JSE before entering the market to
proceed with the general repurchase/general distribution. |
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The reasons and effect of the ordinary resolutions and the special resolutions are set out in the explanatory notes
that form part of this notice. |
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| 9. |
Other |
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To transact such other business as may be transacted at an annual general meeting of shareholders. |
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| VOTINGS AND PROXIES |
| A form of proxy is attached for the convenience of any certified shareholder and ‘own name’ registered dematerialised
shareholder who cannot attend the annual general meeting, but who wishes to be represented thereat. |
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| CERTIFIED SHAREHOLDERS AND DEMATERIALISED SHAREHOLDERS WITH ‘OWN NAME’ REGISTRATION |
A shareholder entitled to attend and vote at the annual general meeting may appoint a proxy or proxies to attend,
speak and on a poll to vote in his/her stead. A proxy need not be a shareholder of the Company. In order to be valid,
completed forms of proxy must be lodged at the Company’s transfer secretaries, Computershare Investor Services
(Proprietary) Limited by no later than 13:30 on Tuesday, 25 January 2011.
Shareholders who have dematerialised their shares, other than with ‘own name’ registration, and who wish to attend the annual general meeting must instruct their Central Securities Depository Participant (CSDP) or broker to issue them with the necessary letter of representation to attend.
Shareholders who have dematerialised their shares, other than with ‘own name’ registration, and 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 them and their CSDP or broker. |
| PROXIES |
| On a poll every shareholder of the Company present in person or represented by proxy shall have one vote for every
share held in the Company by the shareholder. |
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| By order of the board |
Fazila Patel
Company secretary
Johannesburg
30 November 2010 |
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| EXPLANATORY NOTES TO RESOLUTIONS FOR CONSIDERATION AT THE ANNUAL GENERAL MEETING |
| ORDINARY BUSINESS |
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| Ordinary resolution number 1: Approval of annual financial statements |
| The directors must present to shareholders at the annual general meeting the annual financial statements incorporating
the directors’ report and the report of the independent auditors for the year ended 30 September 2010. These are
contained within the annual report. |
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| Ordinary resolution number 2: Re-election of directors |
In accordance with the Company’s articles of association, the directors will have the power to appoint any person as an
additional director. Any person appointed as an additional director will retain office only until the next following annual
general meeting of the Company, and his appointment will be subject to confirmation at such annual general meeting.
The Company’s articles of association further provides that one third of the directors are required to retire at each
annual general meeting and may offer themselves for re-election. In addition, if at the date of the annual general
meeting, any director will have held office for a period of three years since appointment, the director will retire at such
meeting and may offer him/herself for re-election.
The abbreviated curricula vitae of the newly appointed directors offering themselves for re-election appear below:
K Gordhan (49)
BA, MPhil (University of Sussex)
Non-executive director – appointed on 30 November 2010
Ketan (Ketso) Gordhan is currently consulting to the office of the President. Up until recently he was head of the private
equity division of Rand Merchant Bank. Ketso held various senior roles in the FirstRand Group between 2001 and
2009. His prior experience includes that of director general of the Department of Transport, a member of the ANC’s
Department of Economic Policy and a national election manager. Ketso has held non-executive directorships in the
FirstRand Group including the Momentum Group. In an academic role, Ketso is a senior visiting fellow at the Wharton
Business School, University of Pennsylvania.
F du Plessis (55)
B.Com LLB, CA(SA), B.Com Taxation
Non-executive director – appointed on 30 November 2010
Francine-Anne (Fran) is an advocate of the High Court of South Africa. She holds a number of current board positions
namely KWV Holdings Limited, Pulca (Proprietary) Limited t/a Mango Airlines and Kaap Agri Limited. Fran has
previously held non-executive directorships at SAA and Industrial Development Corporation of South Africa Limited.
Fran is a chartered accountant and has worked extensively in both commercial and academic settings having been
a partner at Bellingham & Partners and a senior lecturer in the accounting and commercial law departments at the
University of Stellenbosch.
JK Netshitenzhe (54)
MSc (University of London), Post-graduate Diploma in Economic Principles, Diploma in Political Science
Non-executive director – appointed on 30 November 2010
Joel left South Africa to join the ANC in exile. He served in various capacities within the ANC: Radio Freedom, Mayibuye
editor, member of the ANC Politico-Military Council and Deputy Head of the Department of Information and Publicity,
and as part of the ANC negotiating team. He has been a member of the National Executive Committee (NEC) of the
ANC since 1991. Post-1994, Joel was head of communication in President Nelson Mandela’s office, and then joined
the Government Communication and Information System (GCIS) as CEO in 1998. In addition to being GCIS CEO, he
was in 2001 appointed head of the Policy Co-ordination and Advisory Services (PCAS) in the Presidency. He headed
the PCAS on a full time basis from 2006 until his retirement in 2009. He now works as an independent researcher, and
is the executive director of the Mapungubwe Institute for Strategic Reflection (MISTRA). He is a member of the National
Planning Commission of the South African government, the advisory board of the Nelson Mandela Trust and the board
of CEEF.Africa (a section 21 company dealing with tertiary education opportunities). |
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| Ordinary resolution number 3: Re-appointment of external auditors |
| The reason for proposing ordinary resolution number 3 is to confirm the appointment of PricewaterhouseCoopers Inc.,
and the designated audit partner, as the external independent auditors of the Company and the Group. |
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| Ordinary resolution number 4: Remuneration of non-executive directors |
| The Company, in general meeting, as per the articles of association, will from time to time determine the remuneration of
non-executive directors, subject to shareholders’ approval. |
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| Ordinary resolution number 5: Directors’ control of unissued ordinary shares |
| It is considered advantageous to grant the directors authority to enable the Company to take advantage of business
opportunities which may arise in the future. This authority is due to expire at the next annual general meeting. |
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| Ordinary resolution number 6: General authority to distribute to shareholders part of the Company’s share premium |
| The reason for and effect of this ordinary resolution is to grant the board of directors of the Company a general
authority in terms of the Companies Act and the JSE Listings Requirements for the distribution of share capital and
share premium by the Company to its shareholders. The intention behind such general authority is, subject to the
requirements of the Act, and the JSE, to provide the board with the flexibility to distribute any surplus capital of the
Company to its shareholders. |
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| Ordinary resolution number 7: Authorisation for an executive director to sign necessary documents |
| It is necessary to confer upon an executive director of the Company an authority to sign all documents as may be
necessary for or incidental to the resolutions to be proposed at the annual general meeting. |
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| SPECIAL BUSINESS |
| Special resolution number 1: General authority to repurchase Company shares |
| The reason for proposing the special resolution is to permit and authorise the Company and/or any subsidiaries to
acquire the Company’s own shares. The effect will be to grant the directors a general authority to purchase shares
in Life Healthcare. Such general authority will provide the board with the flexibility, subject to the requirements of the
Act and the JSE, to repurchase the Company’s shares should it be in the interests of the Company while the general
authority exists. |
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| ADDITIONAL INFORMATION |
| The following additional information, some of which may appear elsewhere in the annual report of which this notice
forms part, is provided in terms of the JSE Listings Requirements for purposes of the general authority to make a
distribution to shareholders and repurchase the Company’s shares: |
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| LITIGATION STATEMENT |
| In terms of sections 11.26 and 11.30 of the JSE Listings Requirements, the directors, whose names appear in the
directorate of the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings
that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 months, a
material effect on the Group’s financial position. |
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| DIRECTORS' RESPONSIBILITY STATEMENT |
| The directors, whose names appear in the directorate of the annual report, collectively and individually accept full
responsibility for the accuracy of the information pertaining to the resolutions 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 the resolutions contain all information
required by law and the JSE Listings Requirements. |
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| 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 and its subsidiaries since the date of signature of the audit report and up to
the date of this notice.
The Company undertakes to advise the sponsor before embarking on a general repurchase or capital distribution, in
order to enable the sponsor to furnish the JSE with written confirmation of the adequacy of the Company’s working
capital. |
