Explanatory notes to the notice of
annual general meeting
for the year ended 30 September 2009
| Resolutions |
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| Ordinary resolution number 1 |
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| In terms of the Companies Act the directors are obliged to present to members at the annual general meeting (AGM), the annual financial statements and Group annual financial statements for the year ended 30 September 2009. |
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| Ordinary resolution number 2 |
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| In terms of the Company’s Articles of Association, the remuneration payable to the executive directors must be determined by the Company in general meeting. |
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| Ordinary resolution number 3 |
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| In terms of the Company’s Articles of Association, the fees payable to the non-executive directors must be determined by the Company in general meeting. |
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| Ordinary resolution number 4 |
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| In terms of the Company’s Articles of Association, the consulting fees payable to the non-executive directors must be determined by the Company in general meeting. |
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| Ordinary resolution number 5 |
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| The Company’s Articles of Association make provision for the annual retirement from office of a certain proportion of the Board of directors. In line with current corporate governance best practice, the appointment of each director standing for re-election will be voted on by a separate resolution. |
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| Ordinary resolution number 6 |
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| In terms of section 221 and 222 of the Act, the members of the Company must approve the placement of the unissued ordinary shares under the control of the directors. This authority is due to expire at the forthcoming AGM, unless renewed. The authority being sought in terms of this resolution at this AGM relates to 112 million ordinary shares, being the approximate number of ordinary shares required to be issued for the potential conversion pursuant to the terms of the convertible bonds issued in October 2006. |
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| In order to maintain technical compliance with the JSE Listings Requirements the directors require authority to issue, for cash, the requisite number of unissued ordinary shares required for this potential conversion. |
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| This authority is required in terms of the JSE Listings Requirements. |
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| Ordinary resolution number 7 |
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| A general authority to issue ordinary shares for cash was granted to the directors at the AGM held on Friday, 30 January 2009. This authority is due to expire at the forthcoming AGM unless renewed. This general authority is technically linked to resolution 4 which places a specific quantity of shares under the control of the directors to cater for the number of ordinary shares required to be issued on potential conversion in respect of a previous convertible bond issue. |
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| In order to maintain technical compliance with the JSE Listings Requirements the directors require authority to issue, for cash, the requisite number of unissued ordinary shares, required for this potential conversion. |
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| This authority is required in terms of the JSE Listings Requirements. |
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| Ordinary resolution number 8 |
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| Article 54 of the Company’s Articles of Association already permits the directors to make payments to shareholders pursuant to section 90 of the Companies Act. The annual renewal of this authority is necessary pursuant to the JSE Listings Requirements to enable the directors to pay a reduction of capital to shareholders. |
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| Ordinary resolution number 9 |
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| Share option awards made by the Company are governed in terms of a trust deed, namely the Network Healthcare Holdings Ltd Share Incentive Trust (2005). The proposed amendment is necessary to ensure compliance with Schedule 14 to the JSE Listings Requirements, as amended during October 2008. |
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| Special resolution number 1 |
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| This resolution is required to grant Netcare’s directors a general authority, up to and including the date of the following annual general meeting of Netcare, to approve the purchase of Netcare ordinary shares by Netcare or one of its subsidiaries. |
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| Ordinary resolution number 10 |
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| The reason for proposing this ordinary resolution is that the Board requires authorisation to take various actions and sign the documents pertaining to the resolutions to be proposed at this meeting. It is appropriate corporate practice for the members to grant this authority. |
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