Notice is hereby
given that the annual general meeting of Durban Roodepoort Deep, Limited
will be held at 45 Empire Road, Parktown on Friday November 28, 2003
at 09:00 for the following business:
Ordinary business
| 1. |
To receive and consider the audited annual financial statements
for the 12 months ended June 30, 2003 |
| 2. |
To re-appoint the auditors in accordance with the Articles
of Association |
| 3. |
To elect directors in place of Messrs MM Wellesley-Wood, IL
Murray and RP Hume who retire in accordance with the Articles
of Association, but, being eligible, offer themselves for re-election;
also to re-elect Messrs DT van der Mescht and A Lubbe elected
during the year who need to be re-elected in accordance with
the Articles of Association. Biographies of directors standing
for re-election are provided in this annual report.
|
Special business
Ordinary resolution no 1
Resolved: that all the unissued shares in the capital
of the company be and hereby placed under the control of the directors
as a general authority in terms of Section 221 (2) of the Companies
Act 1973 (Act 61 of 1973) as amended, (“the Act”), who
are hereby authorised to allot and issue shares in the capital of
the company to those persons and upon such terms and conditions as
the directors in their sole discretion deem fit, subject to the provisions
of the Act and requirements of the Johannesburg Securities Exchange
South Africa.
Ordinary resolution no 2
Resolved: that the directors be and are hereby authorised
to allot and issue all or some of the authorised but unissued ordinary
no par value shares in the capital of the company or options to subscribe
for new DRD ordinary shares (“options”) or instruments
that are convertible to DRD ordinary shares (“convertible instruments”)
for cash to such person or persons (defined as “public”
in terms of the Listing Requirements of the JSE Securities Exchange
South Africa) and on such terms and conditions as the directors may,
without restriction, from time to time, deem fit as and when suitable
opportunities arise therefor, but subject to requirements from time
to time of the Articles of Association of the company, the Act and
any stock exchange upon which the shares of the company may be quoted
or listed and to the following requirements of the JSE Securities
Exchange South Africa:
| 1. |
this authority shall be valid until the next
annual general meeting of the company or 15 months from the
date on which this resolution is passed, whichever is the earlier
date; |
| 2. |
a paid press announcement giving full details,
including the impact on net asset value and earnings per share
of the company, shall be published at the time of any issue
representing, on a cumulative basis within one year, 5% or more
of the number of shares in issue prior to the issue in question; |
| 3. |
issues in the aggregate in terms of this
authority will not exceed 15% of the number of shares in the
company's issued share capital in any particular financial year. The number of shares
which will be issued shall be based on the number of shares
(including any options and convertible instruments) in issue
at the date of application for the listing of the shares to
be issued under this general authority less any shares, options
and convertible instruments issued during the current financial
year, provided that any shares to be issued pursuant to a rights
issue (announced and irrevocable and underwritten) or acquisition
(concluded up to the date of application) will constitute part
of the securities in issue at the date of application for the
listing of the shares to be issued under this general authority; |
| 4. |
in determining the price at which an issue
of shares will be made in terms of this authority, the maximum
discount at which the shares will be issued will not exceed
10% of the weighted average trading price of the shares in question
over the 30 business days prior to the date that the price is
determined or agreed by the directors of the company; and |
| 5. |
the approval of a 75% majority of the votes
cast by shareholders present in person or represented by proxy
at the general meeting is required for this resolution to be
effective. |
Ordinary resolution no 3
Resolved: that the company hereby approves in terms
of Section 222 (1) (a) of the Act, the allotment and issue to any
director referred to below of any of the number of shares against
his name in as far as he exercises his options in respect of those
shares having been granted options in terms of the Durban Roodepoort
Deep (1996) Share Option Scheme.
| Name of director |
Number
of options vesting until November 2004 |
| MM Wellesley-Wood |
652
086 |
|
| IL Murray |
481 091 |
|
| DC Baker |
60 550 |
|
| RP Hume |
51 875 |
|
| GC Campbell |
28 600 |
|
| MP Ncholo |
26 400 |
|
| A Lubbe |
122 069 |
|
| DT van der Mescht |
174 772 |
|
Ordinary resolution no 4
Resolved: that, for the
purpose of rule 10.14 of the listing rules of the Australian Stock
Exchange Limited, approval is given to the issue of up to 500 000
options to subscribe for fully paid ordinary no par value shares
in the capital of the company to non-executive directors under the
Durban Roodepoort Deep (1996) Share Option Share (“the Scheme”).
Explanatory memorandum
The company is seeking approval for the issue
of options to subscribe for fully paid ordinary no par value shares
in the capital of the company under the Scheme in the current financial
year ending June 2004.
Rule 10.14 of the Australian Stock Exchange Listing Rules (“ASX
LR”) requires shareholder approval to be obtained for the
issue of equity securities to a non-excecutive director or an associate
of a non-executive director under the Scheme.
The maximum number of options the company will issue to non-executive
directors on or before June 30, 2004 under the Scheme is 500 000.
Under the terms of the Scheme, the allocation of options to directors
is determined by the Board from time to time. Options approved under
this resolution will be issued no later that June 30, 2004.
The exercise price of the options will be determined at the time
of issue of the options and will be, in respect of each share which
is subject of the option, the average of the closing market prices
of a share on the JSE Securities Exchange South Africa (“the
JSE”) for any continuous period of seven days on which the
JSE is open for trading, during the three months preceding the day
on which the director is granted the option.
All directors are entitled to participate in the Scheme.
The current
directors are listed on page 5.
Details of options issued under the Scheme for the 2002/2003 financial
year are set out in Special Resolution no 1 below.
Special resolution no 1
Resolved: that the allotment and issue to the non-executive
directors referred to below of the number of options set out against
their names insofar as they have exercised their options in respect
of those shares, in terms of the Durban Roodepoort Deep (1996) Share
Option Scheme and Section 223 of the Companies Act, 1973 (Act 61
of 1973), as amended, be approved and ratified:
| Name of director |
Number
of options |
Strike
price |
| CD Baker |
8 600
13 200 |
R29.10
R19.05 |
| GC Campbell |
8 600
14 300 |
R29.10
R19.05 |
| RP Hume |
10 700
13 200 |
R29.10
R19.05 |
| MP Ncholo |
8 600
9 900 |
R29.10
R19.05 |
The reason for Special Resolution no 1 is to allow share options
in the company’s employee share option scheme to be allotted
and issued to non-executive directors. The effect of the resolution
is to regulate the issue of share options to non-executive directors.
Special resolution no 2
Resolved: that in terms of Section 82(1) of the
Companies Act, 1973, (Act 61 of 1973), as amended (“the Act”),
the directors of the company be and they are hereby authorised to
allot and issue such ordinary no par value shares at a cash price
lower than the amount arrived at by dividing that part of the stated
capital of the company contributed by the ordinary no par value
shares then already in issue by the number of ordinary no par value
shares then already in issue, if required.
The reason for and effect of Special resolution no 2 is to authorise
the directors to issue ordinary no par value shares in terms of
the issue of shares for cash authority or pursuant to the exercise
of options in terms of the Durban Roodepoort Deep (1996) Share Option
Scheme at an issue price per share in compliance with Section 82(1)
of the Act, which states that the price at which the relevant shares
are to be issued in terms of the issue of shares for cash should
not, unless authorised by a special resolution, be less than the
amount arrived at by dividing that portion of the stated capital
of the company contributed by the issued ordinary no par value shares
in issue at the date of such issue by the number of ordinary no
par value shares then in issue.
Special resolution no 3
Resolved: that in accordance with the requirements
of Section 82(1) of the Companies Act, 1973, (Act 61 of 1973), as
amended (“the Act”), the allotment and issue by the
company during the preceding year of 783 488 ordinary no par value
shares pursuant to the exercise of options in terms of the Durban
Roodepoort Deep (1996) Share Option Scheme, all at an issue price
lower than the amount arrived at by dividing that part of the stated
capital of the company contributed by the ordinary no par value
shares then already in issue by the number of those ordinary no
par value shares already in issue, be ratified.
The reason for and effect of special resolution no 3 is to ratify
the allotment and issue by the company during the preceding year
of 783 488 ordinary no par value shares pursuant to the exercise
of options in terms of the Durban Roodepoort Deep (1996) Share Option
Scheme (“the Scheme”), in order to comply with the requirements
of Section 82(1) of the Act. The prices at which these shares were
issued was in accordance with the rules of the Scheme.
Special resolution no 4
Resolved: that subject to the provisions of the
Companies Act, 1973, the Listings Requirements of the Johannesburg
Securities Exchange South Africa and the Articles of Association
of the company, the board of directors of the
company be authorised, up to and including the date of the following
annual general meeting, to approve the repurchase by the company
or its subsidiaries of its own shares provided that: the general
authority shall not extend beyond 15 months from the date of the
passing of this resolution and;
| • |
the general authority to the repurchase by the company shall
not exceed the percentage of the company’s issued
ordinary share capital permitted from time to time by the JSE
for repurchase; |
| • |
the repurchase by the company shall not be made at a price
more than that permitted pursuant to the Listings
Requirements of the JSE; |
| • |
the purchase may not result in a subsidiary, together with
all other subsidiaries of the company, holding more than 10%
of the entire issued share capital of the company; |
| • |
the repurchase will not take place within the prohibited periods
provided by the Listings Requirements of the JSE from
time to time. |
The reason for and effect of special resolution
no 4 is to enable the board of directors, up to the earlier of the
date of the next annual general meeting or 15 months from the date
of the passing of this resolution, to approve the repurchase by
the company of its shares subject to the limitations included in
the resolution and provided that such repurchase is effected through
the order book operated by the JSE trading system, without prior
understanding or arrangement between the company and the counter
party, and that, after such repurchase, the company will still comply
with the shareholder spread requirements set out in the Listings
Requirements of the JSE. For the purposes hereof, the company may,
at any point in time, only appoint one agent to effect repurchases
on its behalf.
At present the JSE does not allow repurchases to 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 is effected.
The directors of DRD are of the opinion that opportunities to repurchase
the company’s shares, which could enhance the earnings per
share and/or net asset value per share, may present themselves in
the future. Accordingly, in order that the group be placed in a
position to be able to utilise the provisions of the Companies Act,
1973, it is proposed that the board of directors of the company
by authorised to authorise the company, by way of general authority,
to acquire the maximum shares permitted by the JSE, which is currently
20% in aggregate of the issued ordinary shares of the company in
a financial year.
The directors of DRD will not make any repurchases under this general
authority unless they are of the view at such time that,
taking into account the maximum number of shares that could be prepurchased:
| • |
the company and the group would be in a position to repay
their debts in the ordinary course of business for a period
of 12 months after the date of the notice of this annual general
meeting (“the next year”); |
| • |
the assets of the company and the group, fairly valued in
accordance with generally accepted accounting practice,
would be in excess of the liabilities of the company and the
group for the next year; |
| • |
the ordinary capital and reserves of the company and the group
for the next year will be adequate; and |
| • |
the working capital of the company and the group will be adequate
for the next year’s operations. |
The company may not enter the market to proceed
with the repurchase until Durban Roodepoort Deep’s sponsor, has
confirmed the adequacy of their working capital for the purpose of
undertaking a repurchase of shares in writing to the JSE.
Each member is entitled to attend the meeting if
they so wish or to appoint one or more proxies (who need not be a
member of
DRD) to attend, speak and vote in place of that member at the annual
general meeting of shareholders.
For use only by DRD shareholders holding share
certificates and Central Securities Depository Participants’ (“CSDPs”),
nominee
companies and brokers’ and other nominee companies on the
sub-register of DRD and shareholders who have dematerialised
their share certificates and who have elected own-name registration
through a CSDP at the annual general meeting of
shareholders of DRD to be held in the boardroom, 45 Empire Road,
Parktown, Johannesburg on Friday November 28, 2003 at
09:00 (South African time) (“the annual general meeting of
shareholders”).
DRD shareholders who have already dematerialised
their shares through a CSDP or broker and who have not elected
own-name
registration in the sub-register maintained by a CSDP and DRD
shareholders who hold certificated ordinary shares through a
nominee must not complete this form of proxy but must instruct their
CSDP, broker or nominee to issue them with the necessary
authority to attend the annual general meeting of shareholders or,
if they do not wish to attend the annual general meeting of
shareholders, they may provide their CSDP, broker or nominee with
their voting instructions in terms of the custody agreement
entered into between them and their CSDP, broker or nominee.
By order of the board
JH Dissel
Acting company secretary
September 30, 2003 |
