Explanatory notes to resolutions for consideration at the annual general meeting Ordinary business Ordinary resolution number 1: Approval of annual financial statements The directors must present to shareholders at the annual general meeting the annual financial statements incorporating the directors’ report and the report of the auditors for the year ended 30 June 2006. These are contained within the annual report. Ordinary resolution number 2: Re-election of directors Under the Articles of Association, one third of the directors are required to retire at each annual general meeting and may offer themselves for re-election. In addition, any person appointed since the last annual general meeting is similarly required to retire and is eligible for re-election at the next annual general meeting. Ordinary resolution number 3: Re-appointment of external auditors The reason for proposing ordinary resolution number 3 is to confirm the appointment of PricewaterhouseCoopers Inc. as external auditors of the Company. Ordinary resolution number 4: Remuneration of auditors It is usual for this matter to be left to the directors, as they will be conversant with the amount of work that was involved in the audit. The Chairman will therefore propose a resolution to this effect, authorising the directors to attend to this matter. Ordinary resolution number 5: Remuneration of nonexecutive directors The Company in general meeting as per the Articles of Association shall from time-to-time determine the remuneration of non-executive directors, subject to shareholders’ approval. Ordinary resolution number 6: General authority to distribute to shareholders part of the Company’s share premium The reason for and effect of this ordinary resolution is to grant the Board of Directors of the Company a general authority in terms of the Companies Act 61 of 1973 as amended (“the Act”) for the distribution of share capital and share premium by the Company to its shareholders. Such general authority will, subject to requirements of the Act and the JSE Ltd, provide the Board with the flexibility to distribute any surplus capital of the Company to its shareholders. This general approval shall be valid until the next annual general meeting, provided that it shall not extend beyond 15 months from the date of passing of this ordinary resolution. Ordinary resolutions number 7 and number 8: Directors’ control of unissued ordinary shares and general authority to issue shares for cash It is considered advantageous to grant the directors authority to enable the Company to take advantage of business opportunities which might arise in the future. These authorities are due to expire at the next annual general meeting. Ordinary resolution number 9: Authorisation of directors to allot and issue the B preference shares Authorisation of the directors in terms of section 221 and 222 of the Companies Act 61 of 1973 to allot and issue the B preference shares created pursuant to special resolution number 3.
Ordinary resolution number 10: Authorisation of an executive director to sign necessary documents It is necessary to confer upon an executive director of the Company an authority to sign all documents as may be necessary for or incidental to the resolutions to be proposed at the annual general meeting. Special business Special resolution number 1: General authority to repurchase Company shares The reason for proposing the special resolution is to permit and authorise Aspen and/or any subsidiary to acquire its own shares. The effect will be to grant the directors a general authority to purchase shares in Aspen. Such general authority will provide the Board with the flexibility, subject to the requirements of the Companies Act 61 of 1973 as amended and the JSE Ltd, to repurchase the Company’s shares should it be in the interests of the Company while the general authority exists. This general authority shall be valid until the next annual general meeting, provided that it shall not extend beyond 15 months from the date of passing this special resolution. Special resolution number 2: Revocation of former special resolutions The reason for proposing the special resolution is to legally reinstate share premium previously reduced by the writing down of intangible assets and goodwill against it, so as to bring the legal position into line with the required accounting treatment effected under IFRS. The effect of this special resolution is to legally restore the share premium account on registration of the special resolution. Special resolution number 3: Increase in the authorised ordinary share capital of the Company The reason for this resolution is to create – • 200 000 000 additional ordinary shares with a par value of 13,90607 cents each in order to ensure that the existing authorised ordinary share capital is adequate for future business purposes; • 20 000 000 non-redeemable, non-participating B preference shares with a par value of 13,90607 cents each which shall carry the rights, restrictions, privileges and conditions set out in the new article 40 to be inserted into the Company’s Articles of Association pursuant to the passing and registration of special resolution number 5 below. The creation of the aforesaid B preference shares will enable the directors to raise at an appropriate time or times cost-effective permanent share capital as part of a general capital management programme and to obtain funding for strategic initiatives within the Company as and when deemed appropriate by the directors of the Company. More specifically, the proceeds of the issue will enable the Company to attain a more optimal capital structure which, in the opinion of the directors of the Company, is deemed appropriate for the activities of the Company at the time. The effect of special resolution number 3 is to increase the authorised share capital of the Company of R71 977 818,32 by R30 593 354 so as to result in the authorised share capital being R102 571 172,30 by the creation of 200 000 000 ordinary shares and 20 000 000 non-redeemable, non-participating B preference shares.
Aspen Annual Report 2006