DATATEC LIMITED (Incorporated in the Republic of South Africa) Registration number 1994/005004/06 Share code: DTC ISIN: ZAE000017745 ("Datatec" or "the Company")
Notice is hereby given that the Annual General Meeting of shareholders of Datatec will be held at the Sandton Sun Hotel, 5th Street, Sandton, Republic of South Africa, at 12:00 on 4 August 2008 for the purpose of considering and voting on the following resolutions with or without modification:
1. CONSIDERATION OF ANNUAL FINANCIAL STATEMENTS Ordinary Resolution Number 1 "Resolved that the audited annual financial statements and Group annual financial statements for the year ended 29 February 2008 be and are hereby accepted."
2. RE-ELECTION OF DIRECTOR Ordinary Resolution Number 2 "Resolved that Mr J P Montanana, who retires in terms of the Company's articles of association ("the articles") and who offers himself for re-election, be and is hereby re-elected as a director of the Company."
Please refer to Board of Directors for Mr Montanana's brief curriculum vitae. On behalf of the Board, the Chairman confirms that on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Mr Montanana throughout his period of office was highly satisfactory.
3. RE-ELECTION OF DIRECTOR Ordinary Resolution Number 3 "Resolved that Mr N J Temple, who retires in terms of the articles and who offers himself for re-election, be and is hereby reelected as a director of the Company."
Please refer to Board of Directors for Mr Temple's brief curriculum vitae. On behalf of the Board, the Chairman confirms that on the basis of the annual evaluation of the Board and of the performance of individual directors, the performance and commitment of Mr Temple throughout his period of office was highly satisfactory.
4. ELECTION OF DIRECTOR Ordinary Resolution Number 4 "Resolved that Mr I P Dittrich, who was appointed by the Board on 1 March 2008, be and is hereby elected as a director of the Company."
Please refer to Board of Directors for Mr Dittrich's brief curriculum vitae. On behalf of the Board, the Chairman confirms that Mr Dittrich has a lengthy history with Datatec and an intimate understanding of the Group's operations and businesses around the world, including all financial aspects. He is familiar with the workings of the Board and the executive management of the Group, in addition to having gained considerable experience in various operational, group management, financial and corporate finance roles. The Board is of the opinion that Mr Dittrich will make a significant contribution to the Group.
5. APPROVAL OF AUDITORS' REMUNERATION Ordinary Resolution Number 5 "Resolved that the directors of the Company be and are hereby authorised to fix and pay the auditors' remuneration for the year ended 29 February 2008."
6. RATIFICATION OF DIRECTORS' REMUNERATION Ordinary Resolution Number 6 "Resolved that the remuneration of the directors of the Company for the past financial year as reflected on the Remunation Report of the annual report, of which this notice forms part, be and is hereby ratified."
7. APPROVAL OF NON-EXECUTIVE DIRECTORS' REMUNERATION Ordinary Resolution Number 7 "Resolved that the fees and committee fees of the non-executive directors of the Company for the 2008/2009 financial year, which remain unchanged from the previous financial year, as reflected on the Remunation Report of the annual report of which this notice forms part, be and are hereby approved."
8.PLACE UNISSUED SHARES UNDER THE CONTROL OF THE DIRECTORS Ordinary Resolution Number 8 "Resolved that the authorised but unissued ordinary shares in the capital of the Company be and are hereby placed under the control and authority of the Board of Directors of the Company in terms of section 221 of the Companies Act, Act 61 of 1973 ("the Act") until the next Annual General Meeting and that the directors of the Company be and are hereby authorised and empowered to allot, issue and otherwise dispose of such unissued ordinary shares as they may deem fit, subject always to:
the Act, the articles and the JSE Limited ("JSE") Listings Requirements where applicable;
such directors' authority pursuant to this Ordinary Resolution Number 8 to allot, issue and otherwise dispose of unissued ordinary shares in the Company being limited to a maximum number of unissued ordinary shares equal to 10% (ten percent) of the issued share capital, prior to any repurchase and cancellation of shares in the preceding year, of the Company from time to time."
9. GENERAL AUTHORITY TO ISSUE SHARES FOR CASH Ordinary Resolution Number 9 "Resolved that in terms of the JSE Listing Requirements, the Board of Directors of the Company be and is hereby given the general authority by way of a renewable mandate to issue all or any of the authorised, but unissued, ordinary shares of one cent each in the share capital of the Company for cash as and when they in their discretion deem fit, subject to the Act, the articles, the JSE Listing Requirements and the following limitations:
that the securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue;
that this authority shall not extend beyond 15 (fifteen) months from the date of this resolution or the date of the next Annual General Meeting, whichever is the earlier date;
that the issue may only be made to public shareholders as defined in paragraphs 4.25 to 4.27 of the JSE Listing Requirements and not to related parties;
that issues in the aggregate in any one financial year may not exceed 5% of the number of shares of that class of the Company's issued share capital, including instruments which are compulsorily convertible into shares of that class;
that a paid press announcement giving full details of the issue in terms of Section 11.22 of the JSE Listing Requirements, including the impact on net tangible asset value, earnings per share and headline earnings per share, will be published at the time of any issue representing, on a cumulative basis within a financial year, 5% or more of the number of ordinary shares of that class in issue prior to the issue;
that, in determining the price at which an issue of shares shall be made in terms of this authority, the maximum discount permitted be 10% of the weighted average traded price on the JSE of the shares in question, as determined over the 30 business days prior to the date that the price of the issue is determined or agreed between the directors of Datatec and the party subscribing for the securities; and
any other conditions that the JSE or the London Stock Exchange may stipulate."
The approval of a 75% majority of the votes cast in favour of such resolution by shareholders present or represented by proxy at this Annual General Meeting is required for this ordinary resolution to become effective.
10. AUTHORITY TO MAKE GENERAL PAYMENT TO SECURITIES HOLDERS Ordinary Resolution Number 10 "Resolved that as contemplated in section 90 of the Act the Board of Directors of the Company shall, subject to the provisions of the Act, the articles and the JSE Listings Requirements, by way of a renewable mandate, be entitled to make a pro-rata payment to shareholders of the Company by way of a general payment from the Company's share capital or share premium, subject to the following limitations, namely that:
this authority shall not extend beyond 15 (fifteen) months from the date of this resolution or the date of the next Annual General Meeting, whichever is the earlier date;
the maximum amount by which the share capital or share premium shall be reduced in terms of this authority, shall not exceed the Rand value of 20% (twenty percent) of the Company's issued share capital, 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 prepared within the last six months, in any one financial year, measured as at the beginning of such financial year; and
any general payment be made pro-rata to all shareholders.
The directors of the Company undertake that they shall not implement the proposed general payment, unless for a period of 12 (twelve) months following the date of the notice of the Annual General Meeting:
the Company and the Group are able to repay their debts as such debts become due in the ordinary course of business;
the assets of the Company and the Group, fairly valued according to International Financial Reporting Standards and on a basis consistent with the last financial year of the Company, exceed the liabilities of the Company and the Group;
the Company and the Group have adequate share capital and reserves for ordinary business purposes;
the Company and the Group have sufficient working capital for ordinary business purposes; and
the Sponsor of the Company provides a letter to the JSE on the adequacy of working capital in terms of section 2.12 of the JSE Listings Requirements.
The directors of the Company intend to utilise the authority in terms of this Ordinary Resolution Number 10 in order to make a general payment to the shareholders of the Company, by way of a general payment from the Company's share capital or share premium.
Although the Board has no immediate intention to use this authority to make general payments to shareholders by way of a general payment from the Company's share capital or share premium, the Board is of the opinion that this authority should be in place should it become appropriate to make such a payment.
Announcements will be published on SENS and in the press setting out the terms and date of the general payment, the financial effects of the general payment prior to such payment being effected and complying with Section 11.31 and Schedule 24 of the JSE Listings Requirements.
11. AUTHORITY TO SIGN ALL DOCUMENTS REQUIRED Ordinary Resolution Number 11 "Resolved that subject to the passing of terms of the Ordinary Resolutions 1 to 10, any director of the Company or the Company Secretary shall be and is hereby authorised to sign all documents and perform all acts which may be required to give effect to such Ordinary Resolutions number 1 to 10 passed at the Annual General Meeting."
To consider, and if deemed fit, to pass the following special resolutions:
12. GENERAL AUTHORITY TO REPURCHASE SHARES Special Resolution Number 1 "Resolved that the Board of Directors of the Company be authorised by way of a general authority given as a renewable mandate, to facilitate the acquisition by the Company or a subsidiary of the Company of the issued ordinary shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to time determine, but subject to the articles, the provisions of the Act and the JSE Listings Requirements, when applicable and provided that:
a paid press release giving such details as may be required in terms of the JSE Listings Requirements be published when the Company or its subsidiaries have cumulatively repurchased 3% (three percent) of the initial number of the shares of the Company in issue as at the time the general authority was granted and for each 3% in aggregate of the initial number of shares acquired thereafter;
the authorisation granted above shall remain in force from the date of passing of this special resolution for a period of 15 (fifteen) months or until the next Annual General Meeting, whichever period is shorter;
the Company will appoint only one agent to effect any repurchase(s) on its behalf;
after such repurchase the Company will still comply with paragraphs 3.37 to 3.41 of the JSE Listings Requirements concerning shareholder spread requirements;
the Company or its subsidiary shall not repurchase securities during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements unless it has in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and full details of the programme have been disclosed in an announcement over SENS prior to the commencement of the prohibited period;
the repurchase of securities will 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;
the repurchase by the Company of its own securities above may not exceed 20% (twenty percent) of the Company's issued ordinary share capital in the aggregate in any one financial year or, in the case of acquisition by any of the Company's subsidiaries, 10% (ten percent) of such issued ordinary share capital in the aggregate if such shares are to be held as treasury shares;
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 will 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 or a subsidiary of the Company; and
the Sponsor to the Company provides a letter of confirmation on the adequacy of working capital in terms of section 2.12 of the JSE Listings Requirements prior to any repurchases being implemented on the open market of the JSE.
As at the date of this report, the Company's directors undertake that they will not implement any such repurchase in the 12 (twelve) months following the date of this Annual General Meeting or for the period of the general authority, whichever is the longer, unless:
the Company and the Group would be able to repay its debts as they become due in the ordinary course of business for a period of 12 months after the date of the notice of the Annual General Meeting;
the Company's and the Group's assets, fairly valued according to International Financial Reporting Standards and on a basis consistent with the last financial year of the Company, would exceed the liabilities of the Company and the Group for a period of 12 months after the date of the notice of the Annual General Meeting;
the Company's and the Group's share capital and reserves are adequate for ordinary business purposes for a period of 12 months after the date of the notice of the Annual General Meeting; and
the Company and the Group would have adequate working capital for ordinary business purposes for a period of 12 months after the date of the notice of the Annual General Meeting."
Reason for and effect of the Special Resolution The reason for and the effect of the special resolution are to grant to the directors of the Company a general authority, up to and including the date of the next Annual General Meeting of the Company or the expiration date of the period commencing on the date of passing of the special resolution and expiring on the date 15 (fifteen) months thereafter, to approve the Company's purchase of shares in itself, or to permit a subsidiary of the Company to purchase shares in the Company.
The Board is of the opinion that this authority should be in place should it become appropriate to undertake a share repurchase.
Additional disclosure For purposes of considering Ordinary Resolution Number 10 and Special Resolution Number 1 and in terms of the JSE Listings Requirements, the information below has been included in the Annual Report, in which this notice of Annual General Meeting is included, at the places indicated:
Litigation statement The directors, of the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings, other than such proceedings disclosed on page 123, including proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 (twelve) months, a material effect on the Group's financial position.
Directors' responsibility statement The directors, whose names are given in Board of Directors of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution number 1 and ordinary resolution number 10 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 this special resolution contains all information required by law and the JSE Listings Requirements.
Material changes Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the Company and/or the Group since the date of signature of the audit report and the date of this notice.
13. TO TRANSACT SUCH OTHER BUSINESS AS MAY BE TRANSACTED AT AN ANNUALGENERAL MEETING Voting and Proxies Members who have not dematerialised their shares or who have dematerialised their shares with "own name" registration are entitled to attend and vote at the Annual General Meeting and are entitled to appoint a proxy or proxies to attend, speak and vote in their stead. The person so appointed need not be a member. Proxy forms must be forwarded to reach the registered office of the Company or the Company's transfer secretaries, Computershare Investor Services (Proprietary) Limited, 70 Marshall Street, Johannesburg 2001, or posted to the transfer secretaries at PO Box 61051, Marshalltown 2107, South Africa, so as to be received by them by no later than 12:00 on 31 July 2008. Members holding shares on the Jersey Branch register should forward the proxy form sent with this notice to Computershare Investor Services (Channel Islands) Limited in accordance with the instructions on the proxy form.
Proxy forms must be completed only by members who have dematerialised their shares with "own name" registration or who have not dematerialised their shares.
On a show of hands, every member of the Company present in person or represented by proxy shall have one vote only. On a poll, every member of the Company present in person or represented by proxy shall have one vote for every share held in the Company by such member.
Members who have dematerialised their shares, other than those members who have dematerialised their shares with "own name" registration, who are unable to attend the AGM but wish to be represented thereat, should contact their Central Securities Depository Participant ("CSDP") or broker (as the case may be) in the manner and time stipulated in their agreement entered into by such member and the CSDP or broker (as the case may be) to furnish the CSDP or broker (as the case may be) with their voting instructions and, in the event that such members wish to attend the meeting, to obtain the necessary authority to do so. Such members who wish to attend the AGM in person must obtain the necessary letter of representation from their CSDP or broker. Members holding depositary interests in shares on the Jersey Branch register should forward the form of instruction sent to them with this notice to Computershare Investor Services (Channel Islands) Limited in accordance with the instructions on the form of instruction.
By order of the Board
S P Morris For and on behalf of Datatec Management Services (Pty) Ltd Company Secretary
Print
Annual Report Home
