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Annual integrated report 2011


Notice of annual general meeting

FOR THE YEAR ENDED 30 SEPTEMBER 2011

Netcare Limited

Registration number: 1996/008242/06
(Netcare, the Company or the Group)
JSE share code: NTC
ISIN code: ZAE000011953

Notice is given that the 15th annual general meeting (AGM) of shareholders of Netcare will be held on Friday, 27 January 2012 at 10:00 in the Auditorium, Ground floor, 76 Maude Street, (corner West Street), Sandton, 2196, to consider and, if deemed fit, to pass, with or without modification, the following resolutions in the manner required by the Companies Act No 71 of 2008 (Companies Act), and subject to the JSE Limited (JSE) Listings Requirements:

1. Ordinary resolution 1 – Approval of the annual financial statements
  "Resolved that the audited annual financial statements of the Company and the Group for the year ended 30 September 2011, incorporating the report of the independent auditors, Audit Committee report and Directors' report, are accepted and adopted."
   
2. Ordinary resolution 2 – Re-appointment of auditors
  "Resolved to re-appoint Grant Thornton as the independent auditors of the Company for the ensuing year with E Dreyer as the designated auditor of the Company and to authorise the directors to determine the auditors' remuneration."
   
3. Ordinary resolution 3 – Consulting services for non-executive directors
  "Resolved that non-executive directors may be contracted to render consulting services to the Group from time to time in addition to the non-executive directors' remuneration proposed in special resolution 2, subject to the recommendation of the Remuneration Committee and shareholder approval at the Company's AGM, as required by the Company's memorandum of incorporation (MOI)."
   
4. Ordinary resolution 4 – Confirmation of the executive directors' remuneration
  "Resolved that the remuneration of the executive directors of the Company for the financial year ended 30 September 2011, as reflected in note 36 to the annual financial statements is confirmed as required by the Company's MOI."
   
5. Ordinary resolution 5 – Re-appointment of retiring directors
  "Resolved that the re-appointment of the following directors, who retire by rotation in accordance with the provisions of the Company's MOI, being eligible, offer themselves for re-election to be authorised and confirmed by separate resolution in respect of each reappointment."

Accordingly, shareholders are requested to consider and if deemed fit, to re-elect T Brewer, N Weltman, MJ Kuscus, SJ Vilakazi and KN Gibson by way of passing the ordinary resolutions set out below:"

5.1 Ordinary resolution 5.1: "Resolved that T Brewer is re-elected as a director of the Company".
5.2 Ordinary resolution 5.2: "Resolved that N Weltman is re-elected as a director of the Company".
5.3 Ordinary resolution 5.3: "Resolved that MJ Kuscus is re-elected as a director of the Company".
5.4 Ordinary resolution 5.4: "Resolved that SJ Vilakazi is re-elected as a director of the Company".
5.5 Ordinary resolution 5.5: "Resolved that KN Gibson is re-elected as a director of the Company".

Brief curriculum vitae of the directors available for re-election are contained on pages 14 and 15 of the annual integrated report.
   
6. Ordinary resolution 6: Appointment of Group Audit Committee members
  Subject, where necessary to their re-appointment as directors of the Company in terms of the resolutions in item 5 above:

"Resolved that the following directors of the Company, by separate resolution, are hereby elected as members of the Company's Audit Committee until the conclusion of the next AGM, being appointed in accordance with the Companies Act".

6.1 Ordinary resolution 6.1: "Resolved that T Brewer is elected as a member of the Audit Committee of the Company".
6.2 Ordinary resolution 6.2: "Resolved that HR Levin is elected as a member of the Audit Committee of the Company".
6.3 Ordinary resolution 6.3: "Resolved that APH Jammine is elected as a member of the Audit Committee of the Company".
6.4 Ordinary resolution 6.4: "Resolved that N Weltman is elected as a member of the Audit Committee of the Company".
   
7. Ordinary resolution 7 – Authority to place ordinary shares under the control of the directors
  "Resolved that, subject to the provisions of the Company's MOI, the Companies Act and the JSE Listings Requirements, the unissued ordinary shares of 1.0 cent each in the capital of the Company be placed under the control of the directors, provided that the aggregate number of shares to be allotted and issued in terms of this resolution, after taking into account the shares to be issued in terms of the Netcare Share Incentive Scheme and/or the Forfeiture Share Plan subject to the approval of ordinary resolution 11, is restricted to 5% of the number of ordinary shares in issue as at 30 September 2011."
   
8. Ordinary resolution 8 – Authority to place preference shares under the control of the directors
  "Resolved that, subject to the provisions of the Company's MOI, Companies Act and the JSE Listings Requirements, all the unissued cumulative, non-redeemable, non-convertible preference shares of the Company be placed under the control of the directors of the Company to allot and issue such shares"
   
9. Ordinary resolution 9 – Authority to issues shares for cash
  "Resolved that subject to the passing of ordinary resolution 7, and in terms of the JSE Listings Requirements as amended, the directors are hereby authorised to issue up to a maximum of 5% of the total number of ordinary shares in issue as at 30 September 2011 for cash, without restricting to whom the ordinary shares will be issued, subject to the following conditions:

a) that this authority will be valid only until the next AGM provided that it does not extend beyond 15 months from the date of this resolution;
b) that a paid press announcement giving full details, including the impact on net asset value and earnings per share, will be published at the time of any issue representing, on a cumulative basis within one financial year, 5% of the number of ordinary shares in issue prior to the issue/s;
c) that issues in the aggregate in any one financial year will not exceed 5% of ordinary shares of the Company's issued ordinary share capital;
d) that, in determining the price at which ordinary shares will be issued in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price of the ordinary shares in question, as determined over the 30 business days prior to the date of the price of the issue agreed between the Company and the party subscribing for the securities;
e) that the equity 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; and
f) that any issue will only be made to public shareholders as defined in the JSE Listings Requirements, and not to any related parties."

In terms of the JSE Listings Requirements, the approval of a 75% majority of the votes cast by shareholders present or represented by proxy at the meeting, is required for this ordinary resolution to become effective.
   
10. Non-binding resolution 10 – Approval of remuneration report for the year ended 30 September 2011
  "Resolved that the remuneration report containing the remuneration policy as set out on page 125 of this annual integrated report is approved by way of a non-binding advisory vote."

As this is not a matter that is required to be resolved or approved by shareholders, no minimum voting threshold is required. Nevertheless, for record purposes, the minimum percentage of voting rights that is required for this resolution to be adopted as a non-binding advisory vote is 50% (fifty percent) of the voting rights plus 1 (one) vote to be cast on the resolution. The directors table the remuneration report for the year ended 30 September 2011 as set out in the annual integrated report accompanying this notice of AGM as recommended by King III.
   
11. Ordinary resolution 11 – Approval of Forfeiture Share Plan
  "Resolved that the Company's Forfeiture Share Plan (FSP) which has been tabled at this AGM and initialled by the Chairman of the AGM, for purposes of identification, is approved and adopted."

The FSP will be available for inspection during normal business hours at the registered office of the Company from the date of issue of the annual integrated report of which this notice of AGM forms part, up to and including the date of the AGM.

In terms of the JSE Listings Requirements, the approval of a 75% majority of the votes cast by shareholders present or represented by proxy and entitled to vote at the general meeting, is required for the resolution to become effective, excluding all votes attaching to all shares owned and controlled by persons who are existing participants in the FSP.

A summary of the salient terms of the FSP is included in the explanatory notes to this notice of AGM.
   
12. Ordinary resolution 12 – Signature of documents
  "Resolved that any two directors of the Company are authorised to sign all such documents and do all such things as may be necessary for or incidental to the implementation of the resolutions proposed at the AGM convened to consider this resolution and, insofar as any of the above may have occurred prior to such AGM, it is hereby confirmed, ratified and approved."
   
13. Special resolution 1 – General authority to repurchase shares
  "Resolved that the Company and its subsidiaries directors are authorised, by way of a general authority to acquire ordinary shares issued by the Company, subject to the provisions of the Company's MOI, the Companies Act, the JSE Listings Requirements and provided that:

a) this authority will be valid until the Company's next AGM, provided that it does not extend beyond 15 months from the date of this AGM;
b) any such repurchase be effected through the main order book operated by the JSE trading system and done without any prior understanding or agreement between the Company and the counterparty;
c) 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% of the initial number of shares in issue and for each 3% in aggregate of the initial number which is acquired thereafter;
d) a general repurchase may not in aggregate in any one financial year exceed 20% of the Company's issued ordinary shares as at the beginning of the financial year, provided that a subsidiary of the Company may not hold at any one time more than 10% of the Company's issued ordinary shares;
e) no repurchase will be effected during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements unless the Company 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 commencement of the prohibited period;
f) at any point in time, the Company may only appoint one agent to effect repurchases on its behalf;
g) the price at which the Company ordinary shares may be repurchased be no more than at a maximum premium of 10% above the weighted average traded price of the Company's ordinary shares as determined over five business days immediately preceding the date of repurchase;
h) prior to entering the market to repurchase the Company's shares, a company resolution authorising the repurchase which would have been passed in accordance with the requirements of the Companies Act, stating that the board has applied the solvency and liquidity test as set out in section 4 of the Companies Act, and has reasonably concluded that the Company will satisfy the solvency and liquidity test immediately after the repurchase; and
i) the Company undertaking that it will not enter the market to repurchase the Company's shares until the Company's sponsor has provided written confirmation to the JSE regarding the adequacy of the Company's working capital in accordance with schedule 25 of the JSE Listings Requirements.

The directors further undertake that they will not implement such a repurchase unless the following can be met:

a) the Company and the Group will be able, in the ordinary course of business, to pay its debts for a period of 12 months after the date of the notice of the AGM;
b) the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 months after the date of the notice of the AGM. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the latest audited annual Group financial statements;
c) the share capital and reserves of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the AGM; and
d) the working capital of the Company and the Group will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the AGM.

The directors have no specific intention to effect the provisions of special resolution 1 but will continually review the Company's position, having regard to prevailing circumstances and market conditions, in considering whether to effect the provisions of special resolution 1.

Details in regard to other JSE Listings Requirements applying to special resolution 1

General information included in the annual integrated report:

  Pages
Directors of the Company 1415
Directors' interests 202
Major shareholders 234
Share capital 221
Directors' responsibility statement 132

The directors collectively and individually accept full responsibility for the accuracy of the information pertaining to special resolution 1 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 these resolutions contain all information required by law and the JSE Listings Requirements.

Material changes

Other than the facts and developments reported on in the annual integrated report, there have been no material changes in the financial position of the Company and its subsidiaries since the date of this notice.

Litigation statement

The directors, whose names appear on pages 14 and 15 of the annual integrated report of which this notice of AGM forms part, are not aware of any legal or arbitration proceedings, including proceedings which are pending or threatened, that may have or have had in the recent past (being the previous 12 months) a material effect on the Group's financial position.
   
14. Special resolution 2: Approval on non-executive directors' remuneration for the period 1 October 2011 to 30 September 2012
 

"Resolved as a special resolution that the remuneration payable to non-executive directors for the period 1 October 2011 to 30 September 2012: as set out below is approved."

  Rand
Payable per annum:  
Board Chair 900 000
Board members 460 000
Audit Committee Chair 150 000
Audit Committee members 120 000
Remuneration Committee Chair 120 000
Remuneration Committee members 85 000
Risk Committee Chair 120 000
Risk Committee members 85 000
Nominations Committee Chair 120 000
Nominations Committee members 85 000
Transformation Committee Chair 120 000
Transformation Committee members 85 000
Quality Leadership Committee Chair 150 000
Quality Leadership Committee members 120 000
Payable per meeting:  
Ad hoc Committees 30 000
   
15. Special resolution 3: Financial assistance to related and inter-related companies in terms of section 45 of the Companies Act
  "Resolved that, to the extent required by the Companies Act, the Board of directors of the Company may, subject to compliance with the requirements of the Company's MOI, the Companies Act and the JSE Listings Requirements, each as presently constituted and as amended from time to time, authorise the Company to provide direct or indirect financial assistance to a related or inter-related company."
   
16. To transact any other business that may be transacted at an AGM
   
17. Voting and proxies
 

Voting

Each ordinary shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy (who need not be a member of the Company) to attend, speak and vote in his stead.

Telephonic participation

Shareholders are advised that they or their proxies may participate in the AGM by means of a teleconference facility. Should a shareholder wish to do so, they are advised to please contact Link Market Services at telephone number +27 (0) 11 713 0893 before 10:00 on 26 January 2012 to receive dial-in instructions. Please note that whilst it is possible to participate in the AGM through this medium, there is no facility for electronic voting and accordingly, shareholders are advised to follow the instructions below in respect of voting.

Identification

In terms of the Companies Act before any person may attend or participate in an AGM, reasonable identification must be provided to ensure that the person presiding at the AGM is reasonably satisfied that the rights of the person to participate in and vote at the AGM either as a shareholder or as a proxy of the shareholder has been reasonably verified.

Record date

The directors have determined that the record date for the purpose of the AGM, being the date on which a shareholder must be registered in the Company's share register in order to participate in and vote at the AGM is Friday, 20 January 2012.

Preference shareholders

The holders of the preference shares are entitled to receive notice of, and to be present, either in person or by proxy, at any general meeting of the Company, but they are not entitled to vote at any such meeting, in respect of the preference shares, unless either or both of the following circumstances prevail at the date of the meeting:

  • any preference dividend or any part thereof has become an arrear dividend; or
  • a resolution of the Company is proposed which directly affects the rights attached to the preference shares or the interests of the preference shareholders thereof, including, without limitation, a resolution for the winding-up of the Company or for the reduction of its capital.

At a general meeting of the Company at which holders of preference shares as well as other classes of shares are present and entitled to vote, a preference shareholder will be entitled to that proportion of the total votes in the Company which the aggregate amount of the par value of the preference shares held by him/her bears to the aggregate amount of the par value of all shares issued by the Company.

Subject to the Company's MOI and provisions of the Companies Act, a holder of any preference share will, when that holder is entitled to vote in respect of a resolution for which a shareholder's resolution is required in terms of the JSE Listings Requirements and the Companies Acts have:

a) the number of votes in respect of all preference shares of a class held by that holder, which is calculated (based on the number of votes attributable to the relevant shares using their par value) pro rata to all the issued preference shares, irrespective of class, of the Company, which issued preference shares are entitled to be voted at the relevant meeting; and
b) which number of votes will be limited to that preference shareholder's said pro-rata portion of the number of votes equal to 25% less one vote, of the number of votes to which all shareholders (including the holders of preference shares of whatever class) are entitled to cast (based on the number of votes attributable to the relevant shares using their par value) at the said meeting (with any cumulative fraction of a vote in respect of any shares held by a preference shareholder rounded down to the nearest whole number).

Proxies

All beneficial owners of ordinary shares who have dematerialised their ordinary shares through a Central Securities Depository Participant (CSDP) or broker, other than those shareholders who have elected to dematerialise their ordinary shares with "own name" registration, and all beneficial owners of ordinary shares who hold certificated ordinary shares through a nominee, must provide their CSDP, broker or nominee with their voting instructions. Voting instructions must reach the CSDP, broker or nominee in sufficient time to allow the CSDP, broker or nominee to advise the Company or its transfer secretaries of this instruction not less than 24 hours before the time appointed for the holding of the meeting.

Should you as the beneficial owner, however, wish to attend the meeting in person, you may do so by requesting your CSDP, broker or nominee to issue you with a letter of representation in terms of the custody agreement entered into with your CSDP, broker or nominee. Letters of representation must be lodged with the Company's transfer secretaries or at the registered office of the Company not less than 24 hours before the time appointed for the holding of the meeting.

Shareholders who hold certificated ordinary shares in their own name and shareholders who have dematerialised their ordinary shares in "own name" registrations must lodge their completed proxy forms with the Company's transfer secretaries or at the registered office of the Company not less than 24 hours before the time appointed for the holding of the meeting.

By order of the Board

L Bagwandeen
Company Secretary

Sandton
23 December 2011

A copy of the existing MOI of the Company may be inspected at the registered office of the Company, 3rd floor, 76 Maude Street (corner West Street), Sandton, 2196 during normal business hours on any weekday excluding official public holidays.