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Notice is hereby given that the 2003 annual general meeting of
shareholders of the company will be held at 09:30 in the Auditorium,
1st Floor, Woolworths House, 93 Longmarket Street, Cape Town, 8000
on Thursday, 20 November 2003 for the following purposes:
1. |
To receive and consider the consolidated annual
financial statements of the company and its subsidiaries for
the year ended 30 June 2003; |
2. |
To appoint Ernst & Young as the company’s joint
auditors until the conclusion of the next annual general meeting
of the company; |
3. |
To appoint SAB&T as the company’s joint auditors
until the conclusion of the next annual general meeting of
the company; |
4. |
Election of directors |
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4.1 |
To elect DA Hawton who retires in accordance
with the articles of association and being eligible,
offers himself for re-election.
Brief curriculum vitae
Age : 66
FCIS
Non-executive Chairman
Directorships include;-
Kersaf Investments Limited (Chairman)
Royale Resorts Holdings Limited (Bermuda) (Chairman)
Allied Electronics Corporation Limited
Standard Bank Group Limited
Stanlib Limited
Liberty Group Limited
Nampak Limited
Member
Remuneration committee (Chairman)
Nominations committee (Chairman) |
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4.2 |
To elect BJ Frost who retires in accordance with
the articles of association and being eligible, offers
himself for re-election.
Brief curriculum vitae
Age : 59
Non-executive director
Directorships include;-
Woolworths International (Australia) (Pty) Limited
Bowler Metcalf Limited
Clouds End (Pty) Limited
Member
Remuneration committee
Nominations committee |
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4.3 |
To elect M Barnes who retires in accordance with
the articles of association and being eligible, offers
herself for re-election.
Brief curriculum vitae
Age : 58
BA (Hons)
Independent non-executive director
Directorships include;-
Scottish Power plc
Minkley Limited (Jersey)
Patientline (UK)
GWR Group plc
Member
Remuneration committee
Nominations committee |
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5. |
To consider and, if deemed fit, to pass with or without
modification, the following special and ordinary resolutions:
Ordinary resolution no. 1
"Resolved as an ordinary resolution that the remuneration
paid to directors for the financial year ended 30 June 2003
as disclosed in the company’s annual financial statements
(page 50) for that year be and is hereby approved."
Ordinary resolution no. 2
Directors' fees
"Resolved as an ordinary resolution that with
effect from 1 July
2003:
(a) executive directors shall not receive remuneration in
their capacity as directors;
and
(b) the following remuneration be paid to non-executive directors
of the company:
board:
- chairman of the company - R250 000;
- United Kingdom based director - £25,000;
- South African based director - R80 000;
audit committee:
- chairman - R60 000;
- member - R30 000;
remuneration committee:
- chairman - R60 000;
- member - R30 000."
Ordinary resolution no. 3
"Resolved as an ordinary resolution that such number
of the ordinary shares in the authorised but unissued capital
of the company required for the purpose of carrying out the
terms of the Woolworths Holdings Limited Share Trust ("the
Trust"), be and they are hereby placed under the control
of the directors, who are hereby, as a specific authority,
authorised to allot and issue those shares in terms of the
Trust."
Special resolution no. 1
"Resolved as a special resolution that the articles of
association of the company be and they are hereby amended
by:
1. |
the deletion of Article 8.10; |
2. |
the amendment of Article 11.6 by: |
2.1 |
the insertion of the words "or at such other
place as is specified for that purpose in the notice
convening the meeting" immediately after the words
"registered office of the company" in the
first paragraph; and |
2.2 |
the deletion of the words in the second paragraph
commencing with ", or in the case of a poll"
until the end of the paragraph." |
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Special resolution no. 2 Note 1
"Resolved as a special resolution that:
(a) |
the acquisition by the company of shares issued by
the company, on such terms and conditions as the directors
may deem fit; and |
(b) |
the acquisition by any subsidiary of the company
of shares issued by the company, on such terms and conditions
as the directors of such subsidiary may deem fit; |
be and are hereby approved as a general approval in terms
of Sections 85 and 89 of the Companies Act 1973, as amended,
and in terms of the Listings Requirements of the JSE Securities
Exchange South Africa ("JSE"); provided that:
1. |
such acquisitions shall be implemented through the
order book operated by the JSE trading system and done
without any prior understanding or arrangement between
the company and the counterparty, reported trades being
prohibited; |
2. |
such general approval shall be valid only until
the next annual general meeting of the company or the
expiry of a period of 15 months from the date of this
resolution, whichever occurs first; |
3. |
such acquisitions may not be made at a price greater
than ten percent above the weighted average of the market
value for the shares on the JSE for the five business
days immediately preceding the date on which the transaction
for the acquisition is effected; |
4. |
when the company has cumulatively repurchased three
percent of the initial number (the number of that class
of shares in issue at the time that general authority
from shareholders is granted) of the relevant class
of shares, and for each three percent in aggregate of
the initial number of that class acquired thereafter,
a press announcement must be made giving the details
required in terms of the Listings Requirements of the
JSE in respect of such acquisitions; |
5. |
no repurchases of shares shall be effected during
a prohibited period as contemplated in the Listings
Requirements of the JSE; |
6. |
the aggregate of such acquisitions may not, in any
one financial year, exceed 20% of the company’s
issued share capital of that class in any one financial
year; and |
7. |
the aggregate of such acquisitions by subsidiaries
of the company may not exceed 10% of the company’s
issued share capital at any one time.” |
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Ordinary resolution no. 4 Note 1 |
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"Resolved as an ordinary resolution that the company
be and it is hereby authorised as a general authority to make
payments to its shareholders from time to time in terms of
Section 90 of the Companies Act, 1973, as amended, and in
terms of the Listings Requirements of the JSE Securities Exchange
South Africa ("JSE") in such amount and in such
form as the directors may in their discretion from time to
time determine, provided that |
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1. |
such general authority shall be valid only until
the next annual general meeting of the company or the
expiry of a period of 15 months from the date of this
resolution, whichever occurs first; |
2. |
such payments may not, in the aggregate, exceed
20% of the company’s issued share capital, including
reserves but excluding minority interests and revaluations
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 |
3. |
such payments shall be made pro rata to all shareholders." |
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Ordinary resolution no. 5
"Resolved as an ordinary resolution that the directors
be and they are hereby authorised and empowered to do all
such things and sign all such documents and procure the doing
of all such things and the signature of all such documents
as may be necessary or incidental to give effect to the approval
granted in terms of special resolution no. 2 and ordinary
resolution no. 4 to be proposed at the annual general meeting
at which this resolution will be proposed." |
7. |
To transact such other business as may be transacted at
an annual general meeting. |
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The reason for and effect of the resolutions
The reason for and effect of special resolution no. 1, if passed,
is to amend the company’s articles of association to:
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delete the requirement that reductions of capital, capital
redemption reserve funds and share premium account be effected
by special resolution, having regard to Section 90 of the
Companies Act, 1973, as amended and article 39.2 of the company’s
articles of association; and |
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provide for proxy forms to be delivered at such address
as the directors may determine and not only at the registered
office of the company and to remove any potential conflict
in the wording of Article 11.6. |
The reason for and effect of special resolution no. 2, if passed,
is to provide a general approval in terms of Sections 85 and 89
of the Companies Act 1973, as amended ("the Companies Act"),
and the Listings Requirements of the JSE Securities Exchange South
Africa ("the JSE") for the acquisition by the company
and its subsidiaries of shares issued by the company.
The reason for ordinary resolution no. 4 if passed is to provide
a general authority to the company in terms of the Listings Requirements
of the JSE for payments to be made to shareholders in terms of Section
90 of the Companies Act until the next annual general meeting of
the company or the expiry of a period of 15 months after the date
of passing of the resolution, whichever occurs first.
Voting
Any shareholder who holds certificated ordinary shares in the company
or who holds dematerialised ordinary shares in the company through
a Central Securities Depository Participant ("CSDP") or
broker and who has selected "own name" registration, may
attend, speak and vote at the annual general meeting or may appoint
any other person or persons (none of whom need be a shareholder)
as a proxy or proxies, to attend, speak and vote at the annual general
meeting in such shareholder’s stead.
Should any shareholder who holds dematerialised ordinary shares
in the company and has not selected "own name" registration,
wish to attend, speak and vote at the annual general meeting, such
shareholder should timeously inform his CSDP or broker for the purposes
of obtaining the necessary letter of representation from such shareholder’s
CSDP or broker to attend the annual general meeting or timeously
provide such shareholder’s CSDP or broker with such shareholder’s
voting instruction in order for the CSDP or broker to vote on such
shareholder’s behalf at the annual general meeting.
A proxy form is enclosed for use by shareholders holding certificated
ordinary shares in the company or dematerialised ordinary shares
in the company through a CSDP or broker and who has selected "own
name" registration. Such proxy form, duly completed should
be forwarded to reach the registered office of the company, at least
48 hours, excluding Saturdays, Sundays and public holidays, before
the time at which the annual general meeting will be held.
By order of the Board
CL Lowe
Company secretary
Cape Town
23 September 2003
Notes:
1. |
Shareholders are referred to pages 4, 5, 19, 71, 107, 111
and 118 for further specific information. |
2. |
Copies of this notice of annual general meeting and the
annual report which accompanies this notice are available
at the registered office of the company. |
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