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Notice to shareholders

Notice is hereby given to all shareholders recorded in the share register of Omnia Holdings Limited as at 26 September 2011 that the 44th annual general meeting of Omnia Holdings Limited will be held on Wednesday, 28 September 2011 at 10:00 at Omnia House, 13 Sloane Street, Epsom Downs, Bryanston, South Africa to conduct the following business:
 
ORDINARY BUSINESS
 
To consider and, if deemed fit, to pass with or without modification the following ordinary resolutions:
   
1 Resolution number 1: The adoption of the annual financial statements
   
  To receive and adopt the annual financial statements for the year ended 31 March 2011, together with the reports of the directors, audit committee and auditors.
   
2 Resolution number 2: Re-appointment of auditors and approval of their remuneration
   
  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 Resolution number 3: Re-election of director:
   
  To re-elect Mr NJ Crosse who retires by rotation in terms of the company’s articles of association.
   
4 Resolution number 4: Re-election of director:
   
  To re-elect Mr R Havenstein who retires by rotation in terms of the company’s articles of association.
   
5 Resolution number 5: Re-election of director:
   
  To re-elect Ms HH Hickey 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.
   
6 Resolution number 6: Confirmation of appointment of new director
   
  To confirm the appointment of Mr HP Marais as an alternate director to Dr WT Marais, a director of Omnia Holdings Limited in accordance with the articles of association of the company.
   
7 Resolution number 7: Confirmation of appointment of new director
   
  To confirm the appointment of Ms D Naidoo as a director of Omnia Holdings Limited in accordance with the articles of association of the company.
   
  Abbreviated curricula vitae in respect of each director offering himself/herself for re-election or confirmation are contained on page 152 of the annual report of which this notice forms part (3.84 (e)).
   
8 Resolution number 8: Appointment of audit committee
   
  To confirm the appointment of the audit committee comprising the following independent non-executive directors:
   
  Ms HH Hickey
Mr FD Butler
Ms D Naidoo
   
  Abbreviated curricula vitae in respect of the directors offering themselves for appointment to the audit committee are contained on page 152 of the annual report of which this notice forms part.
   
9 Resolution number 9: Approval of remuneration policy
   
  To approve the company’s remuneration policy for the year ending 31 March 2011 contained on page 79 of this annual report of which this notice forms part.
   
  Explanation
   
  This ordinary resolution is required, in accordance with the King III recommendation that the company obtain an advisory vote by the shareholders in general meeting, on the remuneration policy applicable to all employees and directors of the company, and any of its subsidiaries or divisions. The vote is not binding on the company.
   
10 Resolution number 10: General authority to place unissued shares under the control of the directors
   
  To renew the authority that all the unissued shares be placed under the control of the directors.
   
  Subject to the provisions of the memorandum and articles (Memorandum of Incorporation) of the company and the Listings Requirements of the JSE Limited, that 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 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 JSE Limited Listings Requirements.
   
11 Resolution number 11: 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.”
   
All ordinary resolutions shall require 50% of the votes cast by shareholders present or represented by proxy at this annual general meeting, and entitled to vote, in order to pass.
   
SPECIAL BUSINESS
   
To consider and, if deemed fit, pass with or without modification the following special resolutions:
   
12 Resolutions numbers 12.1 – 12.2: Directors’ fees and remuneration
   
  To approve that the fees or remuneration payable to the directors as follows:
   
12.1 Resolution number 12.1: Non-executives fees
   
  To approve that the annual fees payable to the non-executive directors from 1 October 2011 until 30 September 2012, and which will be paid quarterly in arrears, be as follows:
   
Activity Proposed
fee		  
Main Board per meeting attended R29 000  
Audit committee per meeting attended R22 500  
Main Board related consulting services per hour R2 100  
Subsidiary Board, risk and remuneration committee per meeting attended R16 000  
Subsidiary Board related consulting services per hour R1 750  
Audit committee chairperson per meeting attended R39 000  
Risk committee chairperson per meeting attended R28 000  
   
12.2 Resolution number 12.2: Chairman’s fees
   
  To approve that the chairman’s annual fees be increased from R2 194 200 to R2 347 794 from 1 October 2011 until 30 September 2012.
   
Explanation
   
The reason for and effect of special resolutions number 12.1 and 12.2 is to grant the Company the authority to pay fees or remuneration to its directors for their services as directors in accordance with s66(9) of the Companies Act, 2008. Each of special resolutions number 12.1 and 12.2 will be considered by way of a separate vote and, in order for each such resolution to be adopted, the support of at least 75% (seventy-five percent) of the total number of the votes cast by shareholders present or represented by proxy at this annual general meeting, and entitled to vote, is required.
   
13 Resolution 13: Financial assistance to related or inter-related company
   
  To authorise the directors, in terms of and subject to the provisions of section 45 of the Companies Act to cause the company to provide any financial assistance to any company or corporation which is related or inter-related to the company.
   
  Explanation
   
  The reason for and effect of this special resolution number 13 is to grant the directors of the company the authority to cause the company to provide financial assistance to any company or corporation which is related or inter-related to the company. It does not authorise the provision of financial assistance to a director or prescribed officer of the company. In order for this special resolution number 13 to be adopted, the support of at least 75% (seventy-five percent) of the total number of votes cast by shareholders present or represented by proxy at this annual general meeting and entitled to vote, is required.
   
  Solvency and liquidity statement
   
  The directors confirm that the company will not enter into any transaction in terms of resolution 10 or special resolution 13 unless:
   
 
(i) The company and its subsidiaries (the Group) will be able to pay its debts as they become due in the ordinary course of business for a period of 12 (twelve) months after the date of the transaction;
(ii) The assets of the company and the Group, valued in accordance with the accounting policies used in the latest Group annual financial statements will exceed the liabilities of the company and the Group for a period of 12 (twelve) months;
(iii) The share capital and reserves of the company and the Group will be adequate for ordinary business purposes for a period of 12 (twelve) months after the date of the transaction; and
(iv) The working capital of the company and the Group will be adequate for the ordinary business purposes for a period of 12 (twelve) months after the date of the transaction.
   
  Statements
   
  The following statements are required in terms of the JSE Listings Requirements:
   
  No material changes
   
  There has been no material change to the financial or trading position of the company and its subsidiaries subsequent to the publication of the company’s audited financial statements for the year ended 31 March 2011.
   
  Litigation statement
   
  There are no legal or arbitration proceedings, other than those disclosed on page 71 of this annual report of which this notice forms part, which may have or have had, during the 12 (twelve) month period preceding the date of this notice, a material effect on the Group’s financial position and the company is not aware of any other such pending or threatened proceedings.
   
  Directors’ responsibility statement
   
  The directors collectively and individually accept full responsibility for the accuracy of the information given in ordinary resolution number 10 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 ordinary resolution number 10 contains all information required by the JSE Listings Requirements.
   
  Interpretation of this notice
   
  In this notice (including the proxy form attached hereto) the term:
   
 
› “Articles” means the articles of association of the company;
› “beneficial shareholder” means the holder of a beneficial interest in shares of the company who is entitled to cast the votes attaching to those shares but is not the registered shareholder of those shares;
› “Companies Act” means the Companies Act 71 of 2008, as amended;
› “control” shall mean where the company
 
– is able, directly or indirectly, to exercise control of the majority of the voting rights associated with the securities of that other company or,
– has the right to appoint or elect directors of that other company, who control a majority of the votes at a meeting of those directors;
› “CSDP” means the Central Securities Depositary Participant;
› “financial assistance” includes lending money, guaranteeing a loan granted by a third party such as a financial institution or an obligation to a supplier, and securing any debt or obligation;
› “JSE Listings Requirements” means the Listings Requirements of the JSE Limited as amended from time to time and as interpreted and applied by the JSE Limited;
› “register” means the company’s securities register and the company’s register of disclosures of beneficial interest in securities;
› “registered shareholder” or “shareholder” in relation to the shares means the holder of those shares whose name is entered in the company’s register as such and who is entitled to cast the votes attaching to those shares.
› “related” or “inter-related” company is a company which is either directly or indirectly controlled by the company or the business of the company, or it is a subsidiary of the company.
   
  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 is entitled to attend and to vote at the above mentioned meeting subject to the provision of suitable identification. 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 in accordance with its instructions and received by the company secretary at the registered office or the transfer secretaries at 13th floor, Rennies House, 19 Ameshoff Street, Braamfontein before the commencement of the annual general meeting (or any adjournment thereof) or handed to the Chairman of the meeting before the appointed proxy exercises any shareholder rights at the meeting, provided that should such proxy be returned to the company secretary or transfer secretaries later than 10:00, Monday, 26 September 2011, then before the meeting, a copy of such proxy form will need to be furnished to the Chairman of the meeting before the proxy exercises any shareholder rights at the meeting.
   
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
   
22 June 2011