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NOTICE OF ANNUAL GENERAL MEETING
CONTINUED
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BLUE LABEL INTEGRATED ANNUAL REPORT 2014
EXPLANATORY NOTES
Presentation of the annual financial statements
In terms of section 61(8)(a) of the Act, the directors’ report, audited Group and Company annual financial
statements for the immediately preceding financial year and the Audit, Risk and compliance Committee report is to
be presented to shareholders at the AGM.
Ordinary resolution numbers 1 to 3 (inclusive): Re-election of directors
In accordance with the Memorandum of Incorporation, one third of the directors is required to retire at each
Annual General Meeting and may offer themselves for re-election. Messrs BM Levy, MS Levy and MV Pamensky
retire by rotation at the AGM in accordance with article 25.17 of the Memorandum of Incorporation, and
have offered themselves for re-election. Brief biographies of directors are on pages 21 to 22 of the integrated
annual report.
The Board is satisfied with the performance of each of the directors standing for re-election and that they will
continue to make an effective and valuable contribution to the Company and to the Board.
The Board recommends to shareholders that they should vote in favour of the re-election of the directors referred
to in ordinary resolution numbers 1 to 3 (inclusive).
Ordinary resolution number 4: Re-appointment of external auditors
In terms of section 90(1) of the Act, each year at its Annual General Meeting, the Company must appoint an
auditor meeting the requirements of section 90(2) of the Act.
PwC has expressed its willingness to continue in office and this resolution proposes the re-appointment of PwC as
the Company’s auditors until its next Annual General Meeting. In addition, Mr D Storm is appointed as the
individual registered auditor for the ensuing year as contemplated in section 90(3) of the Act.
The Audit, Risk and Compliance Committee has satisfied itself that the proposed auditors, PwC and Mr D Storm,
are independent of the Company in accordance with sections 90 and 94 of the Act and the applicable rules of the
International Federation of Accountants.
The Audit, Risk and Compliance Committee has recommended the re-appointment of PwC as independent
registered auditor of Blue Label for the 2015 financial year.
Ordinary resolution numbers 5 to 7 (inclusive): Election of Audit, Risk and Compliance Committee
members
In terms of section 94(2) of the Act, each audit committee member must be elected by shareholders at an Annual
General Meeting. King III likewise requires shareholders of a public company to elect each member of an audit
committee at an Annual General Meeting.
In terms of Regulation 42 of the Companies Regulations, 2011, relating to the Act, at least one third of the
members of the Company’s Audit, Risk and Compliance Committee at any particular time must have academic
qualifications, or experience in economics, law, corporate governance, finance, accounting, commerce, industry,
public affairs or human resource management. Each of the proposed members is duly qualified, as is evident from
the biographies of each member, as contained on pages 24 and 25 of the integrated annual report.
Ordinary resolution number 8: Directors’ authority to implement ordinary and special resolutions
The reason for ordinary resolution number 8 is to authorise any director of the Company to do all things necessary
to implement the ordinary and special resolutions passed at the AGM and to sign all such documentation required
to give effect and to record the ordinary and special resolutions.