Notice is hereby given that the annual general meeting of members
of Northam Platinum Limited will be held in the Ground Floor
Auditorium, Glenhove Conference Centre (Pharmaceutical Society of
South Africa), 52 Glenhove Road, Melrose Estate, Johannesburg on
Thursday, 6 November 2003 at 12:00 for the following purposes:
| 1. |
Annual financial
statements |
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To receive and consider
the annual financial statements for the year ended 30 June 2003.
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| 2. |
Election of directors |
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To elect directors in
place of Messrs R Havenstein, E Molobi, R H H van Kerckhoven and
M J Willcox who retire in accordance with the provisions of the
company's articles of association, and being eligible and
available, have offered themselves for re-election.
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|
Brief curricula vitae of
these gentlemen appear on page 28 of the annual report of which
this notice forms part.
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| 3. |
Placement of unissued
shares under the control of the directors |
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To place the authorised
but unissued shares in the capital of the company, other than
those unissued shares reserved for purposes of the Northam Share
Option Scheme, under the control of the directors in terms of
and subject to the provisions of the Companies Act, 1973, as
amended, and the Listings Requirements of the JSE Securities
Exchange South Africa.
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| 4. |
Payments to
shareholders |
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To consider, and if deemed
fit, to pass the following resolution as an ordinary resolution:
"RESOLVED that in terms of the Listings Requirements of
the JSE Securities Exchange South Africa and subject to the
requirements of section 90 of the Companies Act, 1973, as
amended, the directors be and are given a renewable general
authority to make payments to shareholders subject to the
following conditions:
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|
1. |
That the directors be and are
authorised and empowered to make payments to shareholders from
time to time up to a maximum of 20% of the company's issued
share capital, including reserves but excluding minority
interests, and re-valuations of assets and intangible assets
that are not supported by a valuation by an independent
professional expert acceptable to the JSE Securities Exchange
South Africa prepared within the last six months, in any one
financial year, measured as at the beginning of such financial
year; and
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2. |
That this general authority to make
payments to shareholders be valid until the company's next
annual general meeting or for 15 months from the date of this
resolution, whichever period is the shorter."
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|
The purpose of this
general authority is to enable the company's directors to return
certain excess cash resources to shareholders on a pro rata
basis.
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| 5. |
Acquisition of
company's own shares |
|
To consider a proposal
that the company, or a subsidiary of the company, be authorised
and empowered to purchase the company's own shares and
accordingly, if deemed fit, to pass the following resolution as
a special resolution:
|
|
Special resolution
number 1
"RESOLVED, as a special resolution, that a mandate be
and is given to the company (or one of its wholly owned
subsidiaries) providing authorisation, by way of a general
approval, to acquire the company's own shares, upon such terms
and conditions and in such amounts as the directors may from
time to time decide, but subject to the provisions of the
Companies Act, 1973 (Act 61 of 1973), as amended, and the
Listings Requirements of the JSE Securities Exchange South
Africa ("JSE"), and subject further to the following
terms and conditions:
|
|
1. |
Any repurchase of shares must be
effected through the order book operated by the JSE trading
system and done without any prior understanding or arrangement
between the company and the counter-party;
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|
2. |
At any one time, the company may only
appoint one agent to effect any repurchase;
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3. |
This general authority shall be valid
until the company's next annual general meeting, provided that
it shall not extend beyond 15 months from date of passing of
this special resolution;
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4. |
The repurchase of shares will not take
place during a closed period and will not affect compliance with
the shareholder spread requirements as laid down by the JSE;
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5. |
An announcement shall be published as
soon as the company has cumulatively repurchased 3% of the
initial number (the number of that class of share in issue at
the time that the general authority is granted) of the relevant
class of securities and for each 3% in aggregate of the initial
number of that class acquired thereafter, containing full
details of such repurchases;
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6. |
Acquisitions of shares by the company
in aggregate in any one financial year may not exceed 20% of the
company's issued share capital as at the date of passing of this
special resolution or 10% of the company's issued share capital
in the case of an acquisition of shares in the company by a
subsidiary of the company; and
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|
7. |
Repurchases may not be made at a price
greater than 10% above the weighted average of the market value
of the shares for the five business days immediately preceding
the date on which the transaction was agreed."
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The directors are of the
opinion that, after considering the effect of the maximum
repurchase permitted and for a period of 12 months after the
date of the notice of this annual general meeting:
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the company will be able, in the
ordinary course of business, to pay its debts as they become
due;
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the assets of the company will be in
excess of the liabilities of the company, the assets and
liabilities being recognised and measured in accordance with the
accounting policies used in the latest audited annual financial
statements;
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- |
the working capital resources of the
company will be adequate for its ordinary business purposes; and
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the issued share capital and/or
reserves of the company are adequate for the ordinary business
purposes of the company.
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The reason for special
resolution number 1 is, and the effect thereof will be to grant,
in terms of the provisions of the Companies Act, 1973 and the
JSE Listings Requirements, and subject to the terms and
conditions embodied in the said special resolution, a general
authority to the directors to approve the acquisition by the
company of its own shares, or by a subsidiary of the company of
the company's shares, which authority shall be used by the
directors at their discretion during the course of the period so
authorised.
|
| In terms of the Listings
Requirements of the JSE Securities Exchange South Africa,
certain disclosures are required with reference to the proposed
granting of the general authorities in respect of the payments
to shareholders and the acquisition of the company's own shares,
as set out in the relevant resolutions under headings 4. and 5.
above.
The following disclosures are contained elsewhere in this
annual report of which this notice forms part ("this annual
report"):
Directors and management - see page
28;
Major shareholders of the company - see page 38;
Directors' interests in the company's securities - see page 37;
Share capital - see page 31.
In addition, the following disclosures are required:
Litigation statement
The directors of the company, whose names appear on page 28
of this annual report, are not aware of any legal or arbitration
proceedings, pending or threatened against the company, which
may have or have had, in the 12 months preceding the date of
this notice, a material effect on the company's financial
position.
Directors' responsibility statement
The directors, whose names appear on page 28 of this annual
report, collectively and individually, accept full
responsibility for the accuracy of the information pertaining to
the resolutions set out under the headings 4. and 5. above and
certify that to the best of their knowledge and belief there are
no facts that 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 the said
resolutions contain all information required.
Material change
Other than the facts and developments reported on in this
annual report, there have been no material changes in the
affairs, financial or trading position of the company since the
balance sheet date and the date of this notice. It should be
noted that the company's products are priced in US Dollars and
therefore the recent strengthening of the Rand against the US
Dollar will adversely affect the company's revenues should the
currency continue to trade at its current levels.
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| 6. |
Amendment to articles
of association |
|
To consider a proposed
amendment to the company's articles of association and
accordingly, if deemed fit, to pass the following resolution as
a special resolution:
Special resolution number 2
"RESOLVED, as a special resolution, that article 78 of
the company's articles of association be and is hereby amended
by:
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|
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replacing the words 'Dividends only
out of profits' in the heading to the article with the words
'No interest'; and
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deleting the words 'No dividend shall
be payable except out of the profits of the company. The
declaration of the directors as to the amount of the profits of
the company shall be conclusive.' "
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|
The amended article 78
will therefore now read as follows:
'78. No interest
No dividends shall carry interest as against the company.'
The reason for special resolution number 2 is to delete
provisions of the company's articles of association which are no
longer required and the effect of the special resolution will be
to delete those provisions from the articles of association.
A copy of the articles of association may be inspected at the
company's registered office during normal working hours on any
business day prior to the holding of the annual general meeting.
All members who are entitled to attend, speak and vote at the
meeting may appoint one or more proxies to attend, speak and
vote in their stead. A proxy need not be a member of the
company.
Should members, both certificated and dematerialised, be
unable to attend the meeting and wish to be represented thereat,
they should appoint one or more proxies to attend, speak and
vote in their stead.
However, those shareholders who hold their certificated
shares in the name of a nominee or shareholders who have already
dematerialised their shares and have not selected own name
registration and wish to attend the meeting, should timeously
arrange with their nominee or their Central Securities
Depository Participant (CSDP) or their broker to furnish them
with the necessary authorisation to attend and vote at the
meeting. Should these shareholders not wish to attend they may,
pursuant to the terms of the agreement entered into with their
nominee, CSDP or broker, instruct such nominee, CSDP or broker
how they wish their votes to be cast in respect of any matter to
be considered at the meeting.
Shareholders who are unsure of their status, or the action
they should take, are advised to consult their CSDP, broker or
financial adviser.
A proxy form is attached for use by members. To be effective,
a proxy form must be executed in terms of the articles of
association and in accordance with the relevant instructions set
out on the form, and must be lodged with the transfer
secretaries not less than 48 hours before the time set down for
the meeting. If required, additional proxy forms may be obtained
from the transfer secretaries.
By order of the board
 |
|
| S J van der
Spuy |
|
| Company
Secretary |
|
| Johannesburg |
12 September
2003
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