Wesizwe Platinum’s Annual General Meeting Shareholders approve all resolutions
01 July 2013
At the Annual General Meeting (AGM) of Wesizwe Platinum, held on 1 July 2013 at the Glenhove Conference Centre, 52, Glenhove Road, Melrose Estate, Houghton, Johannesburg, the requisite majority of shareholders approved all of the ordinary and special resolutions tabled at the meeting. The ordinary and special resolutions approved included:
1. SPECIAL BUSINESS
1.1 Special resolution number 1: Remuneration of non-executive directors
The reason for this resolution was to pre-approve the remuneration of the non-executive directors for the ensuing year and to mandate the Board to set and pay the executive directors’ remuneration on a pay-for-performance basis as recommended by King III.
1.2 Special resolution number 2: Financial assistance to related and inter-related companies
The reason for and the effect of this resolution was to provide a general authority to the Board of Directors of the Group, for the Group, to grant direct or indirect financial assistance to any company or corporation forming part of the Group. This means that the Company is, inter alia, authorised to grant loans to its subsidiaries and to guarantee the debt of its subsidiaries.
2. ORDINARY BUSINESS
2.1 Re-election of directors
2.1.1 Ordinary resolution numbers 1 to 4: Re-election of Mr William Machiel Eksteen; Re-election of Mr Barend Johannes Van der Merwe; Re-election of Ms Dawn Mokhobo; Re-election of Mr Dexin Chen.
The reason for these resolutions was that the memorandum of incorporation of the Company and, to the extent applicable, the Companies Act, requires that a component of the non-executive directors rotate at the annual general meeting of the Company and, being eligible, may offer themselves for re-election as directors.
2.2 CONFIRMATION OF APPOINTMENT OF NEW DIRECTORS
2.2.1 Ordinary resolution number 5: Confirmation of appointment of Ms Nosipho Carol Winifred Molope as director
The reason for this ordinary resolution is that the memorandum of incorporation of the Company and, to the extent applicable, the Companies Act requires that the appointment of new directors be ratified at the next annual general meeting of the Company following their appointment.
2.3 REAPPOINTMENT OF AUDITORS
2.3.1 Ordinary resolution number : Confirmation of the re-appointment of the auditors
The reason for this resolution is that the Company, being a public listed company, must have its financial results audited and such auditor must be appointed or re-appointed each year at the annual general meeting of the Company as required by the Companies Act.
2.4 AUDITORS REMUNERATION
2.4.1 Ordinary resolution number : Confirmation of the auditors’ remuneration
The reason for this resolution is that the memorandum of incorporation of the Company requires that the remuneration of the auditor be considered at the annual general meeting of the Company.
2.5 APPOINTMENT OF THE MEMBERS OF THE AUDIT AND RISK COMMITTEE OF THE COMPANY
2.5.1 Ordinary resolution numbers 8 to 12: Re-Appointment of Ms Nosipho Carol Winifred Molope to the Audit & Risk Committee of the Company; Appointment of Jikang Li to the Audit & Risk Committee of the Company; Appointment of Mr William Machiel Eksteen to the Audit & Risk Committee of the Company; Re-appointment of Mr James Ngculu to the Audit and Risk Committee of the Company; Re-appointment of Mr Barend van der Merwe to the Audit and Risk Committee of the Company.
The reason for these resolutions is that the Company, being a public listed company, must appoint at each annual general meeting, an audit committee comprising at least 3 (three) non-executive directors who, as a collective body, must be suitably qualified, skilled and experienced to fulfil the obligations of an audit committee as set in the Companies Act.
2.6 Ordinary resolution number : Endorsement of Remuneration Policy
The reason for this resolution is to fulfill the recommendations of King III regarding the key elements and guiding principles of the Company’s remuneration policy, i.e. to communicate to shareholders, for a non-binding advisory vote, how staff, executives and especially directors in the Group are remunerated.
2.7 UNISSUED SHARES PLACED UNDER CONTROL OF THE DIRECTORS
2.7.1 Ordinary resolution number : Placing unissued shares under directors’ control
The reason for this resolution is that the Board requires authority from shareholders in terms of its memorandum of incorporation to issue shares in the Company. This general authority, once granted, allows the Board from time to time, when it is appropriate to do so, to issue ordinary shares as may be required inter alia in terms of capital raising exercises and to maintain a healthy capital adequacy ratio that may be required from time to time.
2.8 GENERAL AUTHORITY TO ISSUES SHARES FOR CASH
2.8.1 Ordinary resolution number : General authority to issue shares for cash
The reason for this resolution is accordingly to obtain a general authority from shareholders to issue shares for cash in compliance with the Listings Requirements of the JSE. This resolution requires the approval of not less than 75% of the votes cast by shareholders present or represented by proxy and entitled to vote at the Annual General Meeting.
2.9 Authorise directors and /or the company secretary
Ordinary Resolution Number : Authority to action
The reason for this resolution is to ensure that the resolutions voted favourably upon is duly implemented through the delegation of powers provided for in terms of the Company’s memorandum of incorporation.
For all media enquiries, contact:
Mr Hamlet Morule
Executive: Corporate Affairs and Investor Relations
Telephone: +27 (0) 11 994 4600