Notice of Annual General Meeting

        
     Form of Proxy   [PDF - 54kb] 

Notice is hereby given that the twenty first annual general meeting of shareholders will be held on Tuesday, 3 November 2009 at 09:00 in the boardroom of Imperial Holdings Limited, Imperial Place, Jeppe Quondam, 79 Boeing Road East, Bedfordview, Gauteng to transact the following business and resolutions with or without amendments approved at the meeting:

These minutes of the Annual General meeting held on 4 November 2008 will be available for inspection at the registered office of the Company until 16:00 on Monday, 2 November 2009 and 30 minutes immediately preceding the meeting.

1. 

 

Ordinary resolution 1 – approval of the financial statements

“Resolved that “Resolved that the annual financial statements that accompanied the notice of the annual general meeting, including the directors’ report and the audit report contained therein, be adopted and approved.”

 

2.

 

Ordinary resolution 2 – confirmation of the directors’ remuneration

“Resolved that the director’s remuneration as disclosed here of the financial statements be hereby confirmed.”

 

3.

 

Ordinary resolution 3 – appointment of the auditors

“Resolved that Deloitte & Touche be appointed as auditors of the company and Mr M Comber as designated partner be confirmed until the date of the next annual general meeting.”

 

4.

 

Ordinary resolution 4 – re-appointment of retiring directors

“Resolved that the reappointment of the following directors, who retire by rotation in terms of the articles of association, but being eligible, have offered themselves for re-election be authorised and confirmed by a separate resolution in respect of each reappointment:

 
   7.1  Mr JR McAlpine 
   7.2  Mr A Tugendhaft 
   7.3  Ms P Langeni  
        
   A brief Curriculum Vitae of each of the directors offering themselves for re-election is contained here of this annual report. 
     
   The performance and contribution of each of the above directors was considered by the board and the board recommends that each of these directors be re-elected. 

5.

 

Ordinary resolution number 5 – increase in non-executive directors’ fees

 
   “Resolved that the annual fees payable to non-executive directors for board and committee membership be increased with effect from 1 July 2009 as follows: 
   –  Board  from R143 000  to R154 000; 
   –  Asset and liability committee  from R52 800  to R57 000; 
   –  Audit committee  from R74 750  to R81 000; 
   –  Risk committee  from R52 800  to R57 000; 
   –  Remuneration and nomination committee  from R52 800  to R57 000; 
   –  Transformation committee  from R52 800  to R57 000. 
              
   Chairmen of committees receive a chairman’s fee of one and a half times a normal member’s fee in addition to their member’s fee, with the exception of the deputy chairman who receives a fee of R119 000 and the Audit Committee chairman who receives a fee of R161 250 in addition to his member’s fee. 

6.

 

Special resolution 1 – general authority to repurchase Company shares

 
   
  

“Resolved that, the Company, or a subsidiary of the Company, be and is hereby authorised, by way of a general authority, to acquire ordinary shares of 4 cents each (“ordinary shares”) issued by the Company (including the conclusion of derivative transactions which may result in the purchase of shares), in terms of Sections 85 and 89 of the Companies Act, 61 of 1973, as amended (“the Act”) and in terms of the Listings Requirements of the JSE Limited (“the Listings Requirements”), it being recorded that the Listings Requirements currently require, inter alia, that the Company may make a general repurchase of securities only if:

  • any such repurchase of ordinary shares is 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 (reported trades are prohibited);
  • authorised by the Company’s articles of association;

the general authority shall be valid until the next annual general meeting of the Company, provided that it shall not extend beyond 15 months from the date of this special resolution number 1;

when the Company has cumulatively repurchased 3% of the number of ordinary shares in issue on the date of passing of special resolution number 1, and for each 3% thereof, in aggregate acquired thereafter, an announcement is published as soon as possible and not later than 08:30 on the business day following the day on which the relevant threshold is reached or exceeded, and the announcement complies with the requirements of the Listings Requirements;

at any time, only one agent is appointed to effect any repurchase on the Company’s behalf;

the Company may only undertake a repurchase of securities if, after such repurchase, it still complies with shareholder spread requirements;

the Company or its subsidiary does not repurchase securities during a prohibited period unless the Company has a repurchase programme in place where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period;

any general repurchase by the Company of its own ordinary shares shall not, in aggregate in any one financial year exceed 20% of the Company’s issued ordinary shares as at the date of passing of this special resolution number 1; and

in determining the price at which the ordinary shares issued by the Company are acquired by it or its subsidiary in terms of this general authority, the maximum price at which such shares may be acquired will be 10% above the weighted average of the market value for such ordinary shares for the five business days immediately preceding the date of repurchase of such shares.

A general repurchase of the Company’s shares shall not be effected before the JSE has received written confirmation from the Company’s sponsor (“the sponsor”) in respect of the directors’ working capital statement. Furthermore, the Company will consult the sponsor before:

  • it repurchases more than 10% in terms of its general authority;
  • it executes a repurchase which will result in the accumulated Rand value of the repurchases from the date of the last authority being greater than 10% of the shareholders’ equity at the date that the authority was obtained; or
  • it repurchases securities and the financial position of the group has changed materially from the date when the sponsor first issued its written confirmation, in order for the sponsor to review the validity of its letter issued when the general authority was granted.

The Company will only transact in derivative transactions relating to the repurchase of securities if, with regard to the price of the derivative:

  • the strike price of any put option written by the Company less the value of the premium received by the Company for that put option may not be greater than the fair value of a forward agreement based on a spot price not greater than 10% above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction is effected;
  • the strike price of any call option purchased by the Company may be greater than 10% above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction is effected at the time of entering into the derivative agreement, but the Company may not exercise the call option if it is more than 10% “out the money”; and
  • the price of the forward agreement may be greater than 10% above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction is effected but limited to the fair value of a forward agreement calculated from a spot price not greater than 10% above the weighted average of the market value for the securities for the five business days immediately preceding the date on which the transaction is effected.

The directors of the Company confirm that no repurchase will be implemented in terms of this authority unless, after each such repurchase:

  • 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 months after the date of the notice of the annual general meeting;
  • the consolidated assets of the Company and the group, fairly valued in accordance with the accounting policies used in the latest audited annual group financial statements, will exceed its consolidated liabilities for a period of 12 months after the date of the notice of the annual general meeting;
  • the share capital and reserves of the Company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting; and
  • the working capital of the Company and the group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting.’

The implementation of this resolution will not have a material financial effect.

For the purposes of considering special resolution number 1, and in compliance with paragraph 11.23(b); 11.26 (b) and 11.30 (b) of the Listings Requirements, the information listed below has been included in the annual report, in which this notice of annual general meeting is included, at the places indicated:

  • Directors and management of the Company can be found here of this report;
  • Major shareholders of the Company can be found here of this report;
  • Director’s interest in the Company can be found here of this report;
  • Share capital of the Company can be found here of this report.

The directors, whose names are set out here of this report, collectively and individually accept full responsibility for the accuracy of the information contained in these resolutions and certify that to the best of their knowledge and belief that there are no facts, the omission of which would make any statement false or misleading and that they have made all reasonable queries in this regard; and that there are no legal or arbitration proceedings (including any such proceedings that are pending or threatened of which the Company and its subsidiaries (“the group”) is aware), which may have or have had a material effect on the group’s financial position over the last 12 months.

Shareholders are advised that the directors of the Company will refrain from implementing special resolution number 1 until such time as the sponsor’s letter has been lodged with the JSE.

Reason and effect

The reason for and effect of special resolution number 1 is to grant the board of directors of the Company general authority in terms of the Act for the acquisition by the Company or any subsidiary, of the Company’s ordinary shares.

The general authority will provide the board with the flexibility, subject to the Act and the Listings Requirements, to repurchase the Company’s shares should it be in the interest of the Company at any time while the general authority exists. The general approval shall be valid until its variation or revocation of such general authority by special resolution by any subsequent general meeting of the Company, provided that the general authority shall not be extended beyond 15 months from the date of passing of this special resolution.

 

7.

 

Ordinary resolution 6 – authority to issue ordinary shares

 
   “Resolved that in terms of the JSE Limited Listings Requirements and the Companies Act, 61 of 1973, as amended, the authorised but unissued ordinary shares be and are hereby placed under the control of the directors by way of a general authority that shall remain valid until the next annual general meeting and the directors authorised to allot and issue those shares at their discretion, which authority shall include the authority to issue any option/convertible securities that are convertible into ordinary shares, provided that no more than 5 000 000 (five million) ordinary shares in aggregate may be issued in terms of this authority.” 
     
   The effect of special resolution number 2 is to grant the board of directors of the Company specific authority in terms of the Act for the acquisition by the Company, of the Company’s ordinary shares from Lereko Mobility on 4 June 2014 which is one year earlier than the specific authority for the acquisition by the Company, of the Company’s ordinary shares from Lereko Mobility on 4 June 2015 granted by shareholders at the general meeting of shareholders held on 6 June 2005. 

8.

 

Ordinary resolution 7 – authority to issue non-redeemable preference shares

“Resolved that, in terms of the JSE Limited Listings Requirements and the Companies Act, 61 of 1973, as amended, the authorised but unissued non-redeemable cumulative, non-participating preference shares be and are hereby placed under the control of the directors and the directors authorised to allot and issue those shares at their discretion, provided that no more than 5.

 

9.

 

Ordinary resolution 8 – amendment of share incentive schemes

“Resolved that, the Board of directors of Imperial Holdings Limited (the “Company”) be authorised to amend the following employee share plans:

  • Imperial Holdings Limited Share Appreciation Right Scheme (“SAR”);
  • Imperial Holdings Limited Conditional Share Plan (“CSP”); and
  • Imperial Holdings Limited Deferred Bonus Plan (“DBP”),

collectively referred to as the “Plans”.

with the approval of the JSE Limited in order to ensure compliance with Schedule 14 to the JSE Listings Requirements, as amended during October 2008.”

The amendments made to each Plan to ensure compliance with Schedule 14 to the JSE Listings Requirements can be summarised as follows:

 
   a)

Reference to a fixed number of shares being available for utilisation under the Plan and clarification around how that limit is calculated by amending the definition of the term “Allocated” in each of the Plans to read as follows:

“Allocated” as one SAR granted will never result in the dilution of one full Share, for purposes of setting the limits, “Allocated” shall mean the expected dilution per SAR granted shall not exceed the Company and individual limits determined in Rules 5.1 and 5.2”

The effect of this amendment, as well as the incidental amendments that flow from it, will be that the maximum number of shares that may be issued under the imperial share incentive schemes will be calculated with reference to the potential dilution should shares be issued in settlement by taking into account the expected number of shares that will vest after satisfaction of the relevant performance conditions rather than with reference to the number of rights issued in terms of the Plans. The maximum number of shares that may be issued in terms of the Plans will however remain unchanged at 10% of the issued share capital which equated 21 212 987 (twenty one million two hundred and twelve thousand nine hundred and eighty seven) shares overall and 1% of the issued share capital which equated 2 121 298 (two million one hundred twenty one thousand two hundred ninety eight) shares per participant at 30 June 2009.  
        
   (b) Amendment of the definition of eligible participants to specifically exclude participants of the Remuneration Committee and non-executive directors. 
        
   (c) Removal of the board of directors’ discretion to amend performance conditions in certain circumstances by deleting the following clause from each of the plans:  
        
   “The Board may, at any time change the Performance Conditions specified in a Letter of Grant if events occur which cause the Board reasonably to consider that changed Performance Conditions would be a fairer measure of performance, as merited by changed business conditions; provided that the Board shall first communicate with the Participant concerned and any such changes shall be no more difficult to satisfy than the original Performance Conditions.”  
        
   d)

Removal of the board of directors’ discretion to extend the vesting date in the event of Retrenchment, death, ill-health, disability of a participant and inserting the following wording in each of the share plans:

“(or an extended period of up to 12 (twelve) months in the case of death) of the date of cessation of employment, failing which the SARs will lapse.”  
        
   e)

Confirmation of any amount payable by participants in the Plan in order to receive an award or upon the vesting of an award by inserting a clause in each of the Plans as follows:

“Participants are not required to make payments for SARs/CSPs/DBPs at any given period during the life of the Scheme.”  
        
   (f)

Removal of the board of directors’ discretion to determine the rights of participants who leave the Company’s employment whilst holding awards granted under the Plan by deleting the following words in each of the scheme documents and incidental amendments that flow from this:

“… cessation except to the extent that the Board shall determine otherwise in its discretion. The discretion of the Board will be limited to the Vesting of a pro-rata portion of the SARs, reflecting the number of months served since the Date of Grant and, in the opinion of the Board, the extent to which the Performance Conditions have been satisfied.”

Inclusion of a provision that adjustments made to awards upon the occurrence of certain events must give the participant an entitlement to the same portion of the equity capital as that to which he was previously entitled and procedures to be followed when such an adjustment is made and by providing a procedure for independent verification of any adjustments as well as reporting of such adjustments to the JSE and to shareholders as well as incidental amendments that flow from this.

 
   g)

Addition of provisions which cannot be amended without the shareholder approval by ordinary resolution of 75% (seventy five percent) of the shareholders of the Company in general meeting and the JSE as follows:

  • eligibility to participate in the Scheme;
  • the basis upon which SARs are made;
  • the treatment of SARs in the event of a change of Control, as envisaged in Rule 12;
  • the procedure to be adopted in respect of the vesting and exercise of SARs in the event of termination of employment and/or Retirement as.
  • the basis for determining the Grant Price and Exercise Price;
  • the adjustment of Grants and price in the event of a variation of capital of the Company as envisaged in Rule 13 as well as voting, dividend, transfer and other rights, including those arising on liquidation of the Company, attaching to Shares;
  • the limitations on benefits or maximum entitlements; and
  • the number of Shares which may be utilised for the Scheme;

The Board may make minor amendments to the Rules for ease of the administration of the Scheme, to comply with or take account of the provisions of any proposed or existing legislation or to obtain or maintain favourable taxation or regulatory treatment of the Company or any Employer Company or any present or future Participant.”

 
   h)

Cross reference to certain provisions included in the JSE Listings Requirements.

Copies of the amended share scheme rules will be available for inspection at the registered office of the Company for the duration of the notice period until 16:00 on Monday, 2 November 2009 and 30 minutes immediately preceding the meeting.  

10.

 

To transact such other business as may be transacted at an annual general meeting of shareholders.

 
  

Proxy and voting procedure

Shareholders entitled to attend and vote at the annual general meeting may appoint a proxy to attend, speak and vote thereat in their stead. A proxy need not be a shareholder of the Company.

Forms of proxy in which are set out the relevant instructions for their completion, are attached for the use of certificated shareholders and dematerialised shareholders with “own name” registration who wish to be represented at the annual general meeting. Completion of the relevant forms of proxy will not preclude such shareholder from attending and voting (in preference to those shareholders’ proxies) at the annual general meeting.

Dematerialised shareholders, other than those with “own name registration” who wish to attend the annual general meeting, must inform their Central Securities Depository Participant (“CSDP”) or broker of their intention to attend the annual general meeting and obtain the necessary authorisation from their CSDP or broker.

Should they be unable to attend the annual general meeting, dematerialised shareholders, other than those with “own name” registration and who wish to be represented thereat, must contact their CSDP or broker as to how they wish to vote. This must be done in a manner and time stipulated in terms of the agreement entered into between such shareholder and their CSDP or broker.

The instrument appointing the proxy and the authority (if any) under which it is signed, must reach the Company’s transfer secretaries, Computershare Investor Services (Pty) Limited, by no later than 09:00 on Friday, 30 October 2009.

By order of the board

RA Venter

RA Venter
Company Secretary

15 September 2009