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2004  Annual Report  
 
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Annual general meeting
Annexure 1
 
 
 

 

Explanatory notes regarding proxies and resolutions for the annual general meeting

1 

Explanatory notes regarding proxies

1.1

A member entitled to attend and vote at the annual general meeting may appoint a proxy or proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the company. The appointment of a proxy will not preclude a member from attending and/or voting at the annual general meeting. A form of proxy for use at the annual general meeting is enclosed.

   
1.2

To be valid the form of proxy and the power of attorney or other authority (if any) under which it is signed, or a duly certified copy thereof, should be lodged by hand with the transfer secretaries, Computershare Investor Services 2004 (Pty) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001, or posted (PO Box 61051, Marshalltown, 2107) or faxed to +27 (0) 11 688 5238 to be received by no later than 17:00 on Tuesday, 3 May 2005.

   
1.3 The attention of members is directed to the additional notes contained in the form of proxy relating to the completion of the form, which should be completed only by registered holders of certificated Nedcor ordinary shares and holders of dematerialised Nedcor ordinary shares, with ‘own name’ registration.
   
1.4 Holders of Nedcor ordinary shares (whether certificated or dematerialised) through a nominee should timeously make the necessary arrangements with a nominee or, if applicable, a Central Securities Depository Participant (CSDP) or broker to furnish such nominee, CSDP or broker with the necessary authority to attend the annual general meeting or they should instruct their nominee, CSDP or broker (as the case may be) on how they wish their votes to be cast at the annual general meeting on their behalf.
   
1.5 Members attending the annual general meeting will be afforded the opportunity of putting questions to the directors and management. A perforated form has been included for this purpose.
   

2.

Explanatory notes to resolutions for the annual general meeting
 

Receipt and adoption of annual financial statements and reports
  In terms of the Companies Act, 61 of 1973, as amended (the act) the directors are required to present to members at the annual general meeting the annual financial statements, incorporating the report of the directors, for the year ended 31 December 2004, together with the report of the auditors contained in the annual financial statements.
   
 

Payment of dividends

An interim dividend of 44 cents per ordinary share was declared on 4 August 2004 and paid on 13 September 2004. A final dividend of 76 cents per ordinary share was declared on 21 February 2005 to be paid on 4 April 2005 to members recorded on the register at the close of business on 1 April 2005. Members are asked to note and confirm the dividends paid/payable.
 

Election of directors who retire by rotation or retire as a result of filling a casual vacancy and proposal of any new person as director

In terms of the company’s articles of association (articles) one-third of the directors are required to retire at each annual general meeting and may offer themselves for election.
In addition, any person appointed to fill a casual vacancy on the board of directors, or as an addition thereto, since the last annual general meeting is similarly required to retire and is eligible for election at the annual general meeting. Biographical details of the directors of the company are set out in the board of directors. Voting will be conducted in respect of each director individually.

Article 18.3 of the company’s articles makes provision for a member to propose a person for election as a director. Any nominations received by the company that comply with the requirements of the company’s articles will be considered by members and put to the vote, but shall be subject to regulatory approval in the normal course.

Remuneration of directors

In terms of article 17.7 of the company’s articles remuneration shall be payable to the directors and determined by the company in general meeting. Full particulars of all fees and remuneration are contained in the remuneration report. The Nedcor Board has recommended that there be no increase in the non-executive directors’ fees for the 2005 financial year, with the exception of the following:
  • Group Audit Committee members’ fees to be increased from R65 000 to R80 000 per annum and Group Risk Committee members’ fees to be increased from R30 000 to R50 000 per annum; and
  • a fee of R30 000 per annum to be paid to members of the newly established Group Transformation and Sustainability Committee.


Reappointment of auditors

This resolution proposes the reappointment of the company’s existing joint auditors, Deloitte and KPMG Inc, until the next annual general meeting. The appointments are recommended by the directors of the company following the review by the Group Audit Committee.
 

Remuneration of auditors

This resolution gives authority to the directors to fix the remuneration of the auditors (proposed to be reappointed in terms of the above resolution). The aggregate auditors’ remuneration for audit and other services paid to the auditors for the financial year ended 31 December 2004 amounted to R121 million (2003: R93 million). Particulars of the auditors’ remuneration can be found in note 25 on page 129 of the Nedcor 2004 Annual Report.

 

Placing of unissued ordinary shares under the control of the directors

Ordinary resolution 1
In terms of sections 221 and 222 of the act the members of the company have to approve the placement of unissued shares under the control of the directors. The authority is limited to shares being issued for purposes of Nedcor’s existing contractual obligations, issue of shares for capitalisation share awards and scrip dividends, as well as for purposes of the various Nedcor Group share incentive schemes.

 

Amendments to the Nedcor Group (1994) Employee Share Purchase Trust Deed

Ordinary resolution 2
In terms of the trust deed of Nedcor’s current share incentive scheme option holders are entitled to receive additional options at the rights issue price in terms of any rights issue on the same terms and conditions as their existing options.

The Nedcor Board resolved that the particular clause be amended at the 2005 annual general meeting. The Chairman of Nedcor also gave the undertaking at the 2004 annual general meeting that the trust deed would be changed and that the said clause in its current form would not exist in future.

It is proposed to delete the current clause 12.3 and replace it with the proposed new clause 12.3 as set out in Ordinary resolution 2 of the notice of annual general meeting.

Approval and adoption of the Nedbank Group (2005) Share Option, Matched Share and Restricted Share Scheme

Ordinary resolution 3
The Nedcor Board wishes to provide employees with an opportunity to participate in the growth of Nedcor through a long-term overall scheme that comprises three separate elements, namely the Option Scheme, the Restricted Share Scheme and the Matched Scheme. The Option Scheme and the Restricted Share Scheme are designed to incentivise high-performing managerial staff, and in the case of the Matched Share Scheme all staff who satisfy bonus threshold requirements.

It is widely recognised that there is a need to retain skilled employees, particularly those who are senior and whose efforts have a high degree of influence on the Nedcor Group.

The Nedcor Board has extensively researched long-term incentive schemes for staff, reflecting a move internationally towards performance-related schemes with new, simpler structures. The Nedcor Board has therefore resolved to incorporate the Option Scheme, the Matched Share Scheme and the Restricted Share Scheme as part of its long-term incentivisation plan. The Remuneration Committee intends to utilise the Option Scheme and the Matched Share Scheme for 2005 allocations. The Restricted Share Scheme may be utilised in future years (typically as a substitute for the Option Scheme) if and when the South African market moves towards this type of free, performance-linked award.

Although the overall scheme provides for the potential linking of performance measures to each of the three schemes, it is the intention of the Remuneration Committee to link performance measures to the Matched Share Scheme for the 2005 allocation, but not to link performance measures to the option grant at this stage. As far as performance measures are concerned, these would typically be objectively determinable financial, group-based targets.

It should be noted that in terms of the JSE Listings Requirements, any shares held by a share trust or scheme will not have their votes at general or annual general meetings taken into account for JSE Listings Requirements-related resolution approval purposes. Such shares will also not be allowed to be taken account of for purposes of determining categorisations as detailed in section 9 of the JSE Listings Requirements.

It should also be noted that in terms of the JSE Listings Requirements incentive schemes may only acquire shares once participants have been formally identified and shares may only be sold:
  • once a participant has resigned or is deceased; or
  • on behalf of an employee once rights have vested in the employee.


Repurchase of shares

Special resolution 1
The company’s articles contain a provision allowing the company or any of its subsidiaries to repurchase (acquire) the company’s issued shares. This is subject to the approval of members in terms of the company’s articles, the Companies Act, the Banks Act and the JSE Listings Requirements. The existing general authority, granted by members at the last annual general meeting on 6 May 2004, is due to expire, unless renewed.

The directors are of the opinion that it would be in the best interests of the company to extend such general authority and thereby allow the company to be in a position to purchase its own shares on the open market, should market conditions and price justify such action. The proposed authority would enable the company to purchase up to a maximum of 39 449 482 ordinary shares in the capital of the company, with a stated upper limit on the price payable, in terms of the JSE Listings Requirements. Purchases would be made, only after the most careful consideration, in cases where the directors believed that an increase in earnings or net assets per share would result and where purchases were, in the opinion of the directors, in the best interests of the company and its members.

No shares were repurchased during the financial year ended 31 December 2004.

Change of name

Special resolution 2
Nedcor was created to signal a holding company with a multibrand strategy. The current business model and strategic orientation is now, however, towards a unibrand model.

The directors are of the opinion that the proposed change of name to Nedbank Group Limited will contribute to the uniformity of branding within the group. It will also provide a single unifying brand for culture and values, the employment brand and the drive for client centricity. It is therefore proposed to change the name to Nedbank Group Limited with effect from the close of business on Friday, 13 May 2005.

   

3.

Important notes about the annual general meeting
  Date: Wednesday, 4 May 2005, at 17:00.
  Venue: The Auditorium, Retail Place West, Nedcor Sandton, 135 Rivonia Road, Sandown, Sandton.
  Time: The annual general meeting will start promptly at 17:00. Shareholders wishing to attend are advised to be in the Auditorium no later than 16:45. The reception area will be open from 16:30, from which time refreshments will be served.
  Travel information: The map indicates the location of Nedcor Sandton.
  Admission: Shareholders and others attending the annual general meeting are asked to register at the registration desk in the Auditorium reception area at the venue. Shareholders, shareholder representatives and proxies may be required to provide proof of identity.
  Security: Secure parking is provided at the venue. Attendees are asked not to bring cameras, laptop computers or tape recorders. Cellphones should be switched off for the duration of the proceedings.
  Enquiries and questions: Shareholders intending to ask questions relating to the business of the annual general meeting or on other related matters who have not lodged or faxed their question forms with or to either the Company Secretary or transfer secretaries are asked to register their names and addresses and hand in their question forms at the question registration desk. A question form is enclosed for this purpose. Staff will be on hand to provide any advice and assistance required.
   

Please note

1.

Certificated shareholders and own name dematerialised registration
 

Holders of certificated Nedcor ordinary shares wishing to attend the annual general meeting should ensure beforehand with the transfer secretaries of the company that their shares are in fact registered in their name and check the number of shares so registered.

Should their shares not be registered in their own name, but in any other name or form, shareholders wishing to attend and/or vote at the annual general meeting should follow the instructions and explanatory notes that accompany the notice of the annual general meeting.

Similarly, shareholders who are holding dematerialised Nedcor ordinary shares and believe these to be held in their own name should check with the transfer secretaries and take the appropriate action in accordance with the instructions and guidance contained herein or obtain assistance from the transfer secretaries, if necessary.

   

2

Central Securities Depository Participant (CSDP) or nominee holdings

  		 Holders of Nedcor ordinary shares (whether certificated or dematerialised) through a nominee should timeously make the necessary arrangements with that nominee or, if applicable, CSDP or broker to furnish them with the necessary authority to attend the annual general meeting or they should instruct their nominee, CSDP or broker (as the case may be) on how they wish their votes to be cast at the annual general meeting on their behalf. As far as holdings in a CSDP is concerned, this will be guided by terms of the agreement entered into between shareholders and their CSDP or brokers.
   

3

Proxies

  		 Shareholders completing a proxy form (see note 1 above) should ensure that their proxy form reaches the address, as indicated in note 9 no later than 17:00 on Tuesday, 3 May 2005.
   

4

Enquiries

  		 Any shareholders having difficulties or queries pertaining to the annual general meeting or the above are invited to contact the Company Secretary’s office on +27 (0) 11 294 9105/6/7.