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NOTICE OF ANNUAL GENERAL MEETING
CONTINUED
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BLUE LABEL INTEGRATED ANNUAL REPORT 2014
2.
Special resolution number 2: General authority to repurchase shares
Resolved that pursuant to the Memorandum of Incorporation, the Company or any of its subsidiaries are
hereby authorised by way of a general approval, from time to time, to acquire ordinary shares in the share
capital of the Company in accordance with the Act and the Listings Requirements, provided that:
(a) the number of its own ordinary shares acquired by the Company in any one financial year shall not
exceed 20% (twenty percent) of the ordinary shares in issue at the date on which this resolution is
passed;
(b) this authority shall lapse on the earlier of the date of the next Annual General Meeting of the Company
or the date 15 (fifteen) months after the date on which this resolution is passed;
(c)
the Board has resolved to authorise the acquisition and that the Group will satisfy the solvency and
liquidity test immediately after the acquisition and that since the test was done there have been no
material changes to the financial position of the Group;
(d) the acquisition must be effected through the order book operated by the JSE trading system and done
without any prior understanding or arrangement between the Company and the counterparty;
(e) the Company only appoints one agent to effect any acquisition(s) on its behalf;
(f)
the price paid per ordinary share may not be greater than 10% (ten percent) above the weighted
average of the market value of the ordinary shares for the 5 (five) business days immediately preceding
the date on which an acquisition is made;
(g) the number of shares acquired by subsidiaries of the Company shall not exceed 10% (ten percent) in
the aggregate of the number of issued shares in the Company at the relevant times;
(h) the acquisition of shares by the Company or its subsidiaries may not be effected during a prohibited
period, as defined in the Listings Requirements; and
(i)
an announcement containing full details of such acquisitions of shares will be published as soon as the
Company and/or its subsidiaries have acquired shares constituting, on a cumulative basis 3% (three
percent) of the number of shares in issue at the date of the meeting at which this special resolution is
considered and if approved, passed, and for each 3% (three percent) in aggregate of the initial number
acquired thereafter.
The Listings Requirements require, in terms of paragraph 11.26, the following disclosures, which appear in
the integrated annual report:
•
•
major shareholders – refer to pages 254 and 255,
•
•
material change – there were no material changes;
•
•
share capital of the Company – refer to page 243; and
•
•
responsibility statement – refer to page 105.