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STATUTORY
NOTICE TO SHAREHOLDERS
| Notice is hereby given that the thirty-fourth annual general meeting of shareholders of Mobile Industries Limited ('the company') will be held at
1313 Main Tower, Standard Bank Centre, Heerengracht, Cape Town on Wednesday, 19 May 2004 at 15:15 (or as soon as the annual general meeting of Trencor Limited convened to be held on Wednesday, 19 May 2004 has been concluded) for the following purposes: |
| 1 |
To consider and adopt the annual financial statements of the company and the Mobile group for the year ended 31 December 2003. |
| 2 |
To consider, and if deemed fit, to re-elect, on an individual basis, the following directors who retire in terms of the articles of association but, being eligible, offer themselves for re-election:
Messrs H A Gorvy and N I Jowell who retire by rotation; and
Mr E Oblowitz, who was appointed as a director after the preceding annual general meeting, who retires as a new appointee. (Brief résumés of the directors are presented on
page 84 of the annual report.) |
| 3 |
To place the unissued shares of the company under the control of the directors subject to the provisions of the Companies Act, No 61 of 1973 (as amended) ('the Act') and the Listings Requirements of the JSE Securities Exchange South Africa ('JSE') until the next annual general meeting, provided that no issue will be made that will result on a change in control of the company without prior approval of shareholders in general meeting. At present the directors are not contemplating the issue of shares but it is expedient to have the authority should it be necessary or desirable to issue any of them before the next annual general meeting. |
| 4 |
To consider and, if deemed fit, to pass, with or without modification, the following special resolution:
"Resolved that the company hereby approves, as a general approval contemplated in sections 85 and 89 of the Companies Act, No 61 of 1973 (as amended) ('the Act'), the acquisition by the company or any of its subsidiaries from time to time of the issued ordinary and 'N' ordinary shares ('securities') 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 of association of the company, the provisions of the Act and the Listings Requirements of the JSE Securities Exchange South Africa ('JSE') as presently constituted and which may be amended from time to time, and provided that: |
| 4.1 |
any such acquisition of securities shall be effected through the order book operated by the JSE trading system or other manner approved by the JSE; |
| 4.2 |
this general authority shall only be valid until the company's next annual general meeting, provided that it shall not extend beyond fifteen months from the date of passing of this special resolution; |
| 4.3 |
a paid press announcement containing full details of the acquisitions will be published as soon as the company and/or its subsidiaries has/have acquired securities constituting, on a cumulative basis, 3% of the number of securities of the class of shares repurchased in issue at the time of granting of this general authority, and each time the company acquires a further 3% of such securities thereafter; |
| 4.4 |
acquisitions by the company and its subsidiaries of securities in the share capital of the company may not, in the aggregate, exceed in any one financial year 20% (or 10% where such acquisitions relate to the acquisition by a subsidiary) of the company's issued share capital of the class of securities acquired from the date of the grant of this general authority; and |
| 4.5 |
in determining the price at which the company's securities are acquired by the company or its subsidiaries in terms of this general authority, the maximum price at which such securities may be acquired may not be greater than 10% above the weighted average of the market price at which such securities are traded on the JSE, as determined over the five business days immediately preceding the date of the acquisition of such securities by the company or its subsidiaries." |
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REASON AND EFFECT
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The reason for this special resolution is to grant the company a general authority in terms of the Act for the acquisition by the company or any of its subsidiaries of securities issued by the company, which authority shall be valid until the earlier of the next annual general meeting of the company or the variation or revocation of such general authority by special resolution by any subsequent general meeting of the company, provided that the general authority shall not exceed beyond fifteen months from the date of this annual general meeting. The effect of the passing and registration of this special resolution will be to authorise the company or any of its subsidiaries to acquire securities issued by the company. |
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STATEMENT BY THE BOARD OF DIRECTORS OF THE COMPANY |
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Pursuant to and in terms of the Listings Requirements of the JSE, the board of directors of the company hereby states that: |
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a
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the intention of the directors of the company is to utilise the general authority to acquire securities in the company if at some future date the cash resources of the company are in excess of its requirements or there are other good grounds for doing so. In this regard the directors will take account of, inter alia, an appropriate capitalisation structure for the company, the long-term cash needs of the company, and the interests of the company; |
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b
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in determining the method by which the company intends to acquire its securities, the maximum number of securities to be acquired and the date on which such acquisition will take place, the directors of the company will only make the acquisition if at the time of the acquisition they are of the opinion that: |
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the company and its subsidiaries will, after the acquisition of the securities, be able to pay their debts as they become due in the ordinary course of business for the next twelve months after the date of this notice of the annual general meeting; |
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the consolidated assets of the company and its subsidiaries, fairly valued in accordance with South African statements of Generally Accepted Accounting Practice and recognised and measured in accordance with the accounting policies used in the latest audited financial statements will, after the acquisition, be in excess of the consolidated liabilities of the company and its subsidiaries for the next twelve months after the date of this notice of the annual general meeting; |
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the issued share capital and reserves of the company and its subsidiaries will, after the acquisition, be adequate for ordinary business purposes of the company or any acquiring subsidiary for the next twelve months after the date of this notice of the annual general meeting; |
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the working capital available to the company and its or any acquiring subsidiaries will, after the repurchase, be sufficient for ordinary business its requirements for the next twelve months after the date of this notice of the annual general meeting; and |
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a working capital statement will be obtained from the company's sponsors as and when any acquisition of its securities is contemplated. |
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To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolution:
"Resolved that, subject to not less than 75% of the votes cast by those shareholders of the company present in person or represented by proxy to vote at this annual general meeting voting in favour of this ordinary resolution, the directors of the company be and are hereby authorised by way of a general authority to issue for cash all or any of the authorised but unissued shares in the capital of the company for cash, as and when they in their discretion deem fit, subject to the Companies Act, No 61 of 1973 (as amended), the articles of association of the company, the Listings Requirements of the JSE Securities Exchange South Africa ('JSE') as presently constituted and which may be amended from time to time and the following limitations: |
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5.1
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the shares 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 shares or rights that are convertible into a class already in issue; |
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5.2
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that this general authority shall only be valid until the company's next annual general meeting provided that it shall not extend beyond fifteen months from the date of passing of this ordinary resolution; |
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5.3
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that a paid press announcement will be published giving full details, including the expected effect on the net asset value and earnings per share, at the time of any issue representing, on a cumulative basis within one financial year, 5% or more of the number of securities in issue prior to the issue; |
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5.4
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that issues in the aggregate in any one financial year may not exceed 15% of the number of securities in the company's issued share capital of the class of securities issued before such issue; |
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5.5
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that in determining the price at which an issue of securities may be made in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price on the JSE of those securities over the thirty business days prior to the date that the price of the issue is determined or agreed by the directors of the company; |
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5.6
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that any such issue will only be made to 'public shareholders' as defined by the Listings Requirements of the JSE, and not to related parties; |
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5.7
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at any point in time, the company will only appoint one agent to effect any acquisition(s) on its behalf; |
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5.8
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the company will only undertake an acquisition of the company's shares if, after such acquisition, it will still comply with the Listings Requirements of the JSE concerning shareholder spread requirements; and |
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5.9
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the company or its subsidiary may not acquire shares during a prohibited period as defined in the Listings Requirements of the JSE." |
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6
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To transact such other business as may be transacted at an annual general meeting. |
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GENERAL INSTRUCTIONS AND INFORMATION |
The annual report to which this notice of this annual general meeting is attached provides details of:
There are no material changes to the group's financial or trading position (other than as disclosed in the accompanying annual report), nor are there any legal or arbitration proceedings that may affect the financial position of the group between 11 April 2003 and the reporting date.
The directors, whose names are given on page 64 of the annual report collectively and individually accept full responsibility for the accuracy of the information given 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 annual report and this notice requires all information required by law and the JSE Listings Requirements.
All shareholders are encouraged to attend, speak and vote at the annual general meeting.
If you hold certificated shares (i.e. have not dematerialised your shares in the company) or are registered as an own name dematerialised shareholder (i.e. have specifically instructed your Central Securities Depository Participant ('CSDP') to hold your shares in your own name on the company's sub-register), then:
- you may attend and vote at the annual general meeting; alternatively
- you may appoint a proxy to represent you at the annual general meeting by completing the attached form of proxy and returning it to the office of the company's transfer secretaries not less than 24 hours before the time appointed for the holding of the meeting.
Please note that if you are the owner of dematerialised shares (i.e. have replaced the paper share certificates representing the shares with electronic records of ownership under the JSE's electronic settlement system, STRATE Limited ('STRATE') held through a CSDP or broker and are not registered as an 'own name' dematerialised shareholder you are not a registered shareholder of the company, but appear on the sub-register of the company held by your CSDP. Accordingly, in these circumstances subject to the mandate between yourself and your CSDP or broker, as the case may be:
- if you wish to attend the annual general meeting you must contact your CSDP or broker, as the case may be, and obtain the relevant letter of representation from it; alternatively
- if you are unable to attend the annual general meeting but wish to be represented at the meeting, you must contact your CSDP or broker, as the case may be, and furnish it with your voting instructions in respect of the annual general meeting and/or request it to appoint a proxy. You must not complete the attached form of proxy. The instructions must be provided in accordance with the mandate between yourself and your CSDP or broker, as the case may be, within the time period required by it.
CSDPs, brokers or their nominees, as the case may be, recorded in the company's sub-register as holders of dematerialised shares held on behalf of an investor/
beneficial owner in terms of STRATE should, when authorised in terms of their mandate or instructed to do so by the owner on behalf of whom they hold dematerialised shares in the company, vote by either appointing a duly authorised representative to attend and vote at the annual general meeting or by completing the attached form of proxy in accordance with the instructions thereon and returning it to the company's transfer secretaries not less than 24 hours before the time appointed for the holding of the meeting. |
| By order of the board |
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TRENCOR SERVICES (PTY) LTD
SECRETARIES
PER: G W NORVAL
CAPE TOWN 30 MARCH 2004 |
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