NOTICE of Annual General Meeting continued
• that the issues in terms of this authority will not exceed 15% in aggregate of the number of ordinary shares of the Company’s issued ordinary share capital in any one financial year; • that a paid press announcement giving full details, including the impact on net asset value and earnings per share, will be published at the time of any issue representing on a cumulative basis within one year, 5% or more of the number of shares of that class in issue prior to the issue; • that the shares be issued to public shareholders as defined by the JSE Ltd and not to related parties; and • that, in determining the price at which an issue of shares will be made in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price of the shares, as determined over the 30 days prior to the date that the price of the issue is determined or agreed by the Company’s directors.” The approval of a 75% majority of the votes cast by shareholders present or represented by proxy at the meeting is required for ordinary resolution number 8 to become effective. 9.
Ordinary resolution number 9 Authorisation of directors to allot and issue the B preference shares “Resolved that, subject to – • the passing of special resolution number 4, special resolution number 5 and special resolution number 6 to be proposed at the annual general meeting at which this resolution is proposed; and • the registration of special resolution number 4, special resolution number 5 and special resolution number 6 to be proposed at the annual general meeting at which this resolution is proposed, the directors of the Company be and are hereby authorised in terms of section 221 of the Companies Act 61 of 1973 (“the Act”), to allot and issue, for cash, all or any of the 20 000 000 non-redeemable, non-participating B preference shares with a par value of 13,90607 cents each in the capital of the Company to such persons who subscribe therefor pursuant to a private placing to be conducted by the Company and that all of such preference shares be and are hereby placed under the control of the directors for such allotment and issue, subject to the provisions of the Act and the Company’s Articles of Association.
10. Ordinary resolution number 10 Authorisation of an executive director to sign necessary documents “Resolved that any one executive director of the Company be and is hereby authorised to sign all such documents and to do all such things as may be necessary for or incidental to the implementation of the resolutions passed at the annual general meeting.”
Special business Shareholders are requested to consider, and if deemed fit, pass the following special resolutions with or without amendment: 11. Special resolution number 1 General authority to repurchase Company shares “Resolved that the Company or any of its subsidiaries, be
and are hereby authorised by way of a general authority, to acquire up to a further 20% of the Company’s ordinary issued share capital (subject to the proviso that a subsidiary may not hold more than 10% of the Company’s issued share capital), in terms of sections 85(2) and 85(3) of the Companies Act 61 of 1973, as amended, and of the Listings Requirements of the JSE Ltd. Such general approval 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 passing of this special resolution. Such authority is subject to the following conditions: • Any such acquisition of ordinary shares shall be implemented through the order book operated by the JSE Ltd trading system and done without any prior understanding or arrangement between the Company and the counter-party; • acquisitions in the aggregate in any one financial year may not exceed 20% of Aspen’s issued share capital as at the date of passing this special resolution; • an announcement is published as soon as the Company or any of its subsidiaries has acquired shares constituting, on a cumulative basis, 3% of the number of the ordinary shares in issue at the time the authority is granted and for each subsequent 3% purchase thereafter, containing full details of such acquisition; • in determining the price at which Aspen shares are acquired by Aspen or its subsidiaries, the maximum premium at which such shares may be purchased will be 10% of the weighted average of the market value of the shares for the five business days immediately preceding the date of the relevant transaction; • the Company has been given authority by its Articles of Association; • at any point in time, the Company may only appoint one agent to effect any repurchase on the Company’s behalf; • the Company’s sponsor must confirm the adequacy of the Company’s working capital for purposes of undertaking the repurchase of shares in writing to the JSE Ltd before entering the market to proceed with the repurchase; • the Company remaining in compliance with the minimum shareholder spread requirements of the JSE Ltd Listings Requirements; and • the Company and/or its subsidiaries not repurchasing any shares during a prohibited period as defined by the JSE Ltd Listings Requirements.” Opinion of the directors Should the authority be granted at the Company’s annual general meeting, it will provide the Board of Directors with the flexibility to repurchase such shares as and when it is in the best interests of the Company. The directors of Aspen, after considering the effect of the repurchase of the maximum number of Aspen shares in terms of the general authority, are satisfied that for a period of 12 months after the date of the notice of this annual general meeting: • the Company and its subsidiaries (“the Group”) will be able to pay its debts as they become due in the ordinary course of business; • the assets of the Company and the Group, fairly valued in accordance with International Financial Reporting
Aspen Annual Report 2006