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Nedcor Limited
(Incorporated in the Republic
of South Africa)
(Reg No 1966/010630/06)
Share code:
NED ISIN: ZAE000004875
(Nedcor or the company)
Notice is hereby given that the 38th annual general
meeting of the members of Nedcor will be held in the
Auditorium, Retail Place West, Nedcor Sandton, 135 Rivonia
Road, Sandown, Sandton, on Wednesday, 4 May 2005, at
17:00. |
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Agenda |
| 1 |
To receive and adopt the annual financial
statements of the company for the year ended 31 December
2004, together with the reports of the directors and auditors. |
| 2 |
To note and confirm the interim dividend
of 44 cents per ordinary share declared on 4 August 2004
and the final dividend of 76 cents per ordinary share declared
on 21 February 2005. |
| 3 |
To elect the following directors of the
company: |
| 3.1 |
Mr N Dennis; |
| 3.2 |
Prof B de L Figaji; |
| 3.3 |
Mr ML Ndlovu; and |
| 3.4 |
Mr PF Nhleko |
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who retire by rotation in terms of the company’s
articles of association and, being eligible, make themselves
available for election. Brief biographical details of the
directors to be elected are set out on board of directors
of the annual
report. |
| 4 |
To elect, being eligible and making themselves
available for election, Messrs MWT Brown and RM Head who
were appointed as directors of the company during the year
and who retire in terms of the company’s articles
of association. |
| 5 |
To consider and put to the vote the appointment,
subject to regulatory approval, of any person proposed
as a director in terms of article 18.3 of the company’s
articles of association. |
| 6 |
To approve the non-executive directors’ fees
for the past financial year. |
| 7 |
To approve the remuneration paid to executive
directors for the past financial year. |
| 8 |
To reappoint Deloitte & Touche and KPMG
Inc as joint auditors. |
| 9 |
To authorise the directors to determine
the remuneration of the company’s auditors. |
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As special business, to consider and, if
deemed fit, pass with or without modification the following
resolutions:
Ordinary resolution 1
Control of authorised, but unissued
shares
‘Resolved that authority be and is hereby granted
by shareholders to the directors to place the authorised,
but unissued, ordinary shares in the share capital
of Nedcor under the control of the directors, to allot
these
shares on such terms and conditions and at such times
as they deem fit, subject to the provisions of the
Companies Act, 61 of 1973, as amended (the act), the Banks
Act, 94 of 1990, as amended (the Banks Act), and
the JSE Securities Exchange South Africa (JSE) Listings
Requirements.
The
issuing of shares granted under this authority will
be limited to Nedcor’s existing contractual obligations
to issue shares, any scrip dividend and/or capitalisation
share award, and shares required to be issued for the
purpose of carrying out the terms of the various Nedcor
Group share incentive schemes.’
Ordinary resolution
2
Amendments to the Nedcor Group (1994) Employee
Share Purchase Trust Deed
‘Resolved that the
Nedcor Group (1994) Employee Share Purchase Trust
Deed, as amended (the trust deed),
dated 26 January 1994 in terms of which the Nedcor
Group Share Incentive Scheme is constituted, which
governs
the current Nedcor Group Share Incentive Scheme, and
a copy of which has been initialled by the Chairman
of the annual general meeting for purposes of identification
and tabled at this annual general meeting, be and is
hereby amended as follows:
The provisions of clause 12.3 of the trust deed be and
are hereby deleted and replaced with the following:
‘ If the company at any time makes an offer for
the subscription of shares by way of rights to the company’s
shareholders, such adjustments shall be made to the purchase
price and/or number of shares over which an option is
granted, but not yet exercised, as the board shall determine
and which the auditors shall confirm in writing as being
fair in the circumstances.’
Ordinary resolution 3
Approval and adoption of the
Nedbank Group (2005) Share Option,Matched Share and
Restricted Share Scheme and
the Nedbank Group (2005) Share Scheme Trust Deed
‘Resolved
that the Nedbank Group (2005) Share Option, Matched
Share and Restricted Share Scheme, a
copy of which, along with the Nedbank Group (2005) Share
Scheme Trust Deed, has been tabled at this annual general
meeting and initialled by the Chairman of the annual
general meeting for purposes of identification, be and
is hereby approved and adopted by Nedcor shareholders.’ Salient features of the Nedbank Group (2005) Share
Option, Matched Share and Restricted Share Scheme have
been included in Annexure 2 of this notice of annual
general meeting.
The Nedbank Group (2005) Share Option, Matched Share
and Restricted Share Scheme and the Nedbank Group (2005)
Share Scheme Trust Deed will be available for inspection
during normal business hours at the registered office
of Nedcor (Ground Floor, A Block, Nedcor Sandton, 135
Rivonia Road, Sandown, Sandton, 2196) from the date of
posting of the annual report up to and including the
date of the annual general meeting, being Wednesday,
4 May 2005.
Special resolution 1
General authority to repurchase
shares
‘Resolved that the company and/or its subsidiaries
be and are hereby authorised, in terms of a general
authority contemplated in sections 85(2) and 85(3) of the
Companies
Act, 61 of 1973, as amended (the act), to acquire the
company’s issued shares from time to time on such
terms and conditions and in such amounts as the directors
of the company may from time to time decide, but always
subject to the approval, to the extent required, of
the Registrar of Banks, the provisions of the act,
the Banks
Act, 94 of 1990, as amended, and the JSE Listings Requirements,
which general approval shall endure until the next
annual general meeting of the company (whereupon this
approval
shall lapse, unless it is renewed at the next annual
general meeting, provided that it shall not extend
beyond 15 months from the date of passing of this special
resolution),
subject to the following limitations: |
| (a) |
the repurchase of securities shall be effected
through the main order book operated by the JSE trading
system and done without any prior understanding or arrangement
between the company and the counterparty; |
| (b) |
this general authority shall be valid only
until the company’s next annual general meeting, provided
that it shall not extend beyond 15 months from the date
of passing of this special resolution; |
| (c) |
in determining the price at which the company’s
ordinary shares are acquired by the company in terms of
this general authority the maximum premium at which such
ordinary shares may be acquired shall be 10% (ten percent)
of the weighted average of the market price at which such
ordinary shares are traded on the JSE, as determined over
the 5 (five) trading days immediately preceding the date
of the repurchase of such ordinary shares by the company; |
| (d) |
the acquisitions of ordinary shares in
the aggregate in any one financial year shall not exceed
10% (ten percent) of the company’s issued ordinary
share capital of that class in any one financial year; |
| (e) |
Nedcor and the Nedcor Group shall be
in a position to repay their debt in the ordinary course
of
business for a period of 12 months after the decision
by the directors of the company to repurchase shares
in the
open market and the fulfilment of (i) below; |
| (f) |
the assets of Nedcor and the Nedcor Group
shall be in excess of the liabilities of Nedcor and the
Nedcor Group for a period of 12 months after the decision
by the directors of the company to repurchase shares in
the open market and the fulfilment of (i) below. For this
purpose the assets and liabilities shall be recognised
and measured in accordance with the accounting policies
used in the latest audited consolidated annual financial
statements; |
| (g) |
the ordinary capital and reserves
of Nedcor and the Nedcor Group shall be adequate for ordinary
business purposes for the 12 months after the decision
by the directors of the company to repurchase shares in
the open market and the fulfilment of (i) below; |
| (h) |
the available working capital
will be adequate to continue the operations of Nedcor and
the Nedcor Group for a period of 12 months after the decision
by the directors to repurchase shares in the open market
and the fulfilment of (i) below; |
| (i) |
on entering the market to proceed
with the repurchase of securities, the company’s sponsor
shall have complied with its responsibilities contained
in schedule 25 of the JSE Listings Requirements; |
| (j) |
after such repurchase the company
shall continue to comply with paragraphs 3.37 to 3.41 of
the JSE Listings Requirements concerning shareholder spread
requirements; |
| (k) |
the company or its subsidiaries
shall not repurchase securities during a prohibited period
as defined in paragraph 3.67 of the JSE Listings Requirements; |
| (l) |
when the company has cumulatively
repurchased 3% (three percent) of the initial number of
the relevant class of securities, and for each 3% (three
percent) in aggregate of the initial number of that class
acquired thereafter, an announcement shall be made; and |
| (m) |
the company shall appoint only
one agent to effect any repurchase(s) on its behalf.’ |
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In terms of the proposed Special resolution
the maximum number of Nedcor shares that may be repurchased
during the term of this authority, subject to (b) above,
amounts to 39 449 482 shares (10% of 394 494 819 shares
currently in issue).
The reason for and effect of Special resolution 1 is
to authorise the company and/or its subsidiaries by way
of a general authority to acquire its own issued shares
on such terms and conditions and in such amounts as determined
from time to time by the directors of the company, subject
to the limitations set out above.
The directors of the company have no specific intention
to effect the provisions of this Special resolution,
but will, however, continually review the company’s
position, having regard to prevailing circumstances and
market conditions, in considering whether to effect the
provisions of this special resolution.
Disclosure in terms of section 11.26 of the JSE Listings
Requirements
The JSE Listings Requirements require the
following disclosures, which are disclosed in the Nedcor
2004 Annual
Report, as set out below: |
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Material change
Other than the facts and
developments, as reported on in the annual report,
there have been
no material changes in the affairs or financial position
of Nedcor and its subsidiaries since 31 December
2004 and the date of the audit report forming part of
the
annual financial statements. Directors’ responsibility
statement
The directors, whose names are given
on board of directors of the annual report, collectively
and individually
accept full responsibility for the accuracy of the
information pertaining to Special resolution
1 and Special resolution
2 (see below) and certify that to the best of their
knowledge and belief no facts have been omitted,
which would make
any statement false or misleading, and that all reasonable
enquiries to ascertain such facts have been made
and that this resolution and additional disclosure
in terms
of section 11.26 of the JSE Listings Requirements
pertaining thereto contains all such information
required by law
and the JSE Listings Requirements.
Litigation
statement
In terms of section 11.26 of the JSE
Listings Requirements the directors, whose names
are given on director's report
of the annual report, are not aware of any legal or
arbitration proceedings, including proceedings
pending or threatened,
that may have or have had in the recent past, being
at least the previous 12 months, a material effect
on the
Nedcor Group’s financial position.
Special resolution 2
Change of name
‘Resolved that, subject to the
provisions of the Companies Act, 61 of 1973, as amended,
the name of the
company be and is hereby changed to Nedbank Group Limited
with effect from close of business on Friday, 13 May
2005.
The reason for this special resolution is to align
the company’s name more closely with that of its
principal operating subsidiary Nedbank Limited and the
effect of this special resolution is that the company
will in future be known as Nedbank Group Limited. |
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1 |
Salient dates and times of the proposed name change |
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| The salient dates and times of the name
change are set out below: |
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2005 |
| Last day to lodge forms of proxy for
the annual general meeting by 17:00 on |
Tuesday, 3 May |
| Annual general meeting of shareholders
to be held at 17:00 on |
Wednesday, 4 May |
| Results of annual general meeting published
on the Securities Exchange News Service (SENS) on |
Thursday, 5 May |
| Results of annual general meeting published
in the press on |
Friday, 6 May |
| Change of name effective from close of
business on |
Friday, 13 May |
| Trade under the new
name ‘Nedbank Group Limited’ with share code
NED and short name Nedbank and ISIN ZAE000004875
from commencement of trading on |
Monday, 16 May |
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The dates and times regarding the proposed name change
are subject to amendment. Any such amendment will be published
on SENS and in the press. |
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2 |
Information pertaining to certificated and dematerialised
shareholders regarding the name change: |
| 2.1 |
Should the proposed change of name of the company
be approved at the annual general meeting no action need
be taken by existing certificated shareholders (ie existing
share certificates do not need to be surrendered) or dematerialised
shareholders as only the long name (Nedcor Limited to Nedbank
Group Limited) and the short name (Nedcor to Nedbank) will
be changing. |
| 2.2 |
The JSE alpha code will remain NED and the ISIN number
will remain ZAE000004875. |
| 2.3 |
Existing share certificates will remain good for
all delivery. |
| 2.4 |
All new share certificates issued subsequent to the
name change will bear the new long name Nedbank Group Limited. |
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3 |
Opinions and recommendations
The directors of Nedcor are of the opinion that the
implementation of the name change will more closely
align the company’s name with that of
its principal operating subsidiary Nedbank Limited. |
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4 |
Directors’ responsibility statement
Shareholders are referred to the directors’ responsibility
statement as set out under Special resolution 1. |
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Voting by proxy
A member entitled to attend and vote at the 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. Completed proxy forms should be received at
the office of the transfer secretaries no later than
24 hours before the time appointed for the holding
of the meeting. |
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| By order of the board |
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GS Nienaber |
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| Company Secretary |
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| Sandown |
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| 17 March 2005 |
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Registered office |
Transfer secretaries |
| Nedcor Limited |
Computershare Investor Services 2004
(Pty) Limited |
| (Reg No 1966/010630/06) |
70 Marshall Street |
| Nedcor Sandton |
Johannesburg, 2001 |
| 135 Rivonia Road |
PO Box 61051 |
| Sandown, 2196 |
Marshalltown, 2107 |
| PO Box 1144 |
Tel: +27 (0) 11 370 5000 |
| Johannesburg, 2000 |
Fax: +27 (0) 11 688 5238 |
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