Notice TO Shareholders
for the year ended 31 March 2010
| Notice is hereby given that the 43rd annual general meeting of
Omnia Holdings Limited will be held on Thursday, 30 September
2010 at 10h00 in the 2nd Floor Training Room, Omnia House,
13 Sloane Street, Epsom Downs, Bryanston, South Africa for the
following purposes: |
| |
| To consider and, if deemed fit, to pass with or without
modification the following ordinary resolutions: |
| |
|
| 1. |
Ordinary resolution number 1: The adoption of the annual
financial statements |
| |
|
| |
To receive and adopt the annual financial statements for the
year ended 31 March 2010, together with the reports of the
directors and auditors. |
| |
|
| 2. |
Ordinary resolution number 2: Re-appointment of auditors |
| |
|
| |
To approve the continuation in office of the current auditors,
PricewaterhouseCoopers Inc. as independent auditors for
the forthcoming year and to confirm their remuneration for
the past year’s audit. |
| |
|
| 3. |
Ordinary resolution number 3: Re-election of director: Dr WT Marais |
| |
|
| |
To re-elect Dr WT Marais who retires by rotation in terms of
the company’s Articles of Association. |
| |
|
| 4. |
Ordinary resolution number 4: Re-election of director:
Mr TR Scott |
| |
|
| |
To re-elect Mr TR Scott who retires by rotation in terms of
the company’s Articles of Association. |
| |
|
| |
All retiring directors are eligible and offer themselves for
re-election as directors of Omnia Holdings Limited in
accordance with the provisions of the Articles of Association
of Omnia Holdings Limited. |
| |
|
| 5. |
Ordinary resolution number 5: Confirmation of appointment
of new director |
| |
|
| |
To confirm the appointment of Mr JJ Dique as a director of
Omnia Holdings Limited in accordance with the Articles of
Association of the company. |
| |
|
| 6. |
Ordinary resolution number 6: Confirmation of appointment
of new director |
| |
|
| |
To confirm the appointment of Mr S Mncwango as a director
of Omnia Holdings Limited in accordance with the Articles of
Association of the company. |
| |
|
| |
Abbreviated curriculum vitae in respect of each director
offering himself for re-election or confirmation are contained
on page 128 of the annual report of which this notice forms
part (3.84 (e)). |
| |
|
| 7. |
Ordinary resolution number 7: Confirmation of the nonexecutive
directors’ remuneration with effect from
1 October 2010 until 30 September 2011, and will be paid
quaterly in arrears. The fees therefore remained unchanged
for a period of 18 months. |
| |
Current |
|
Proposed |
|
% |
|
| Activity |
fee |
|
fee |
|
Change |
|
| Main board per meeting
attended |
R23 000 |
|
R24 500 |
|
6,5 |
|
| Audit committee per
meeting attended |
R18 000 |
|
R19 000 |
|
5,6 |
|
| Main board related
consulting services per hr |
R1 800 |
|
R1 900 |
|
5,6 |
|
| Subsidiary board and risk
committee per meeting
attended |
R15 000 |
|
R16 000 |
|
6,7 |
|
| Subsidiary board related
consulting services per hr |
R1 500 |
|
R1 600 |
|
6,7 |
|
| Remuneration committee
per meeting attended |
R12 500 |
|
R13 500 |
|
8,0 |
|
| Audit committee
chairperson |
R34 000 |
|
R35 000 |
|
2,9 |
|
| |
|
| 8. |
Ordinary resolution number 8: The renewal of the authority
that all the unissued shares be placed under the control of
the directors |
| |
|
| |
“Resolved that subject to the provisions of the Companies
Act 61, 1973, as amended, (the Act) and the Listings
Requirements of the JSE Limited the entire authorised, but
unissued share capital of the company from time to time, be
and is hereby placed under the disposal and under the
control of the directors of the company and the directors are
hereby authorised to allot, issue and otherwise dispose
thereof to such person or persons and on such terms and
conditions at their discretion as a general authority in terms
of Section 221 and 222 of the Act until the next annual
general meeting, and subject to the aggregate number of
such shares able to be allotted, issued and otherwise
disposed of in terms of this resolution being limited to a
maximum of 5% (five percent) of the number of issued
share capital and further subject to the provisions of the Act
and JSE Limited Listings Requirements.” |
| |
|
| 9. |
Ordinary resolution number 9: Authorisation to sign
documents giving effect to resolutions |
| |
|
| |
“Resolved that any one director or the secretary of the
company be and they are hereby authorised to do all such
things and sign all documents and take all such action as
they consider necessary to implement the resolutions set
out in the notice convening the annual general meeting at
which these ordinary and special resolutions will be
considered.” |
| |
|
| |
The Directors of Omnia Holdings Limited consider that the
proposed resolutions in the Notice to Shareholders are in the
best interest of Omnia Holdings Limited and its shareholders
and recommend that you vote in favour as the directors of
Omnia Holdings Limited intend to do in respect of their own
beneficial holdings. |
| |
|
| VOTING |
| |
|
| A member entitled to attend and vote at the above mentioned
meeting may appoint one or more proxies to attend, speak and
to vote in his stead. A proxy need not be a member of the
company. A proxy form is enclosed. |
| |
|
| On a show of hands every shareholder present in person or by
proxy and if a member is a body corporate, its representative,
shall have one vote and on a poll every shareholder present in
person or by proxy and if the person is a body corporate, its
representative, shall have one vote for every share held or
represented by him. |
| |
|
| A form of proxy is attached for completion by registered
certificated shareholders and dematerialised shareholders with
own-name registration who are unable to attend the annual
general meeting in person, but wish to be represented thereat.
Forms of proxy must be completed and received by the company secretary at the registered office, by no later than
10h00 on Tuesday, 28 September 2010. Registered certificated
shareholders and dematerialised shareholders with own-name
registration who complete and lodge forms of proxy will
nevertheless be entitled to attend and vote in person at the
annual general meeting to the exclusion of their appointed
proxy/(ies) should such member wish to do so. Dematerialised
shareholders, other than with own-name registrations, must
inform their CSDP or broker of their intention to attend the
annual general meeting and obtain the necessary authorisation
from their CSDP or broker to attend the annual general meeting
or provide their CSDP or broker with their voting instructions
should they not be able to attend the annual general meeting in
person but wish to be represented thereat. This must be done in
terms of the agreement entered into between the shareholder
and the CSDP or broker concerned. |
| |
|
| Certificated shareholders whose shares are held through a
nominee or broker, must inform their nominee or broker of their
intention to attend the annual general meeting and obtain the
necessary letter of representation from their nominee or broker
or provide their nominee or broker with their voting instructions
should they not be able to attend the annual general meeting in
person. |
| |
|
| By order of the board |
| |
|
| CD Appollis |
| Group company secretary |
| |
|
| 29 July 2010 |
|
A way of life
Next: Form of Proxy 
