LENMED AIR 2019.pdf

Lenmed Investments Limited (Registration number 1980/003108/06) (“the Company” or “Lenmed”) Notice is hereby given to the shareholders of the Company that the Thirty Seventh Annual General Meeting of the Company will be held at Lenmed’s Head Office, 2nd Floor, Fountainview House, Constantia Office Park, Corner 14th Avenue and Hendrik Potgieter Road, Constantia Kloof, Johannesburg on Thursday 8 August 2019 at 15:00 for the purposes of passing, with or without modification, the ordinary and special resolutions set out below. References in this notice of annual general meeting, to the “Companies Act” means the Companies Act, number 71 of 2008. Section 63(1) of the Companies Act - Identification of meeting participants Kindly note that meeting participants (including proxies) are required to provide reasonably satisfactory identification before being entitled to attend or participate in a shareholders’ meeting. Forms of identification include valid identity documents, driver’s licenses and passports. Electronic participation at the annual general meeting – Should a shareholder wish to avail themselves of this facility, they are requested to contact the Company Secretary at least 10 business days before the date of the annual general meeting. Ordinary resolutions Ordinary resolution 1: Annual financial statements “RESOLVED THAT the annual financial statements of the Company for the year ended 29 February 2020, including the directors’ report and the report of the Audit and Risk Committee, be and are hereby received.” Percentage of voting rights to pass this resolution: 50% plus 1 vote. Retirement by rotation of directors — In terms of the Memorandum of Incorporation of the Company, one third of the directors shall retire from office at the Annual General Meeting. Ordinary resolution 2: Re–election of director “RESOLVED THAT Ms N V Simamane be and is hereby re-elected as a director of the Company.” Percentage of voting rights to pass this resolution: 50% plus 1 vote. Ordinary resolution 3: Re-election of director “RESOLVED THAT Mr P Devchand be and is hereby re-elected as a director of the Company.” Percentage of voting rights to pass this resolution: 50% plus 1 vote. Notice of annual general meeting Ordinary resolution 4: Re-election of director “RESOLVED THAT Ms B Harie be and is hereby re-elected as a director of the Company.” Percentage of voting rights to pass this resolution: 50% plus 1 vote. Profiles of the above directors are set out in the Annual Integrated Report. Ordinary resolutions 5.1, 5.2 and 5.3: Appointment of Audit and Risk Committee members It is proposed that the members of the Company’s Audit and Risk Committee set out below be appointed. The membership as proposed by the Board of Directors is Ms B Harie, Mr M G Meehan and Ms NV Simamane all of whom are independent non-executive directors as prescribed by the Companies Act. It is recorded that Mr Meehan is Chairman of the Audit and Risk Committee. Ordinary resolution 5.1 “RESOLVED THAT Ms B Harie be and is hereby appointed as a member of the Audit and Risk Committee.” Percentage of voting rights to pass this resolution: 50% plus 1 vote. Ordinary resolution 5.2 “RESOLVED THAT Mr M G Meehan be and is hereby appointed as a member of the Audit and Risk Committee.” Percentage of voting rights to pass this resolution: 50% plus 1 vote. Ordinary resolution 5.3 “RESOLVED THAT Ms N V Simamane be and is hereby appointed as a member of the Audit and Risk Committee.” Percentage of voting rights to pass this resolution: 50% plus 1 vote. Ordinary resolution 6: Re-appointment of external auditors of the Company “RESOLVED THAT the re-appointment of PKF Durban as the external registered auditors of the Company, and being independent from the Company, be and is hereby approved and Mr K Gertenbach (IRBAnumber 200700) be and is hereby appointed as the designated audit partner for the financial year ending 29 February 2020.” Percentage of voting rights to pass this resolution: 50% plus 1 vote. Ordinary resolutions 7.1 and 7.2: Non-binding Advisory Vote - Remuneration Policy and Implementation Report Ordinary resolution 7.1: Non-binding advisory vote on the Company’s Remuneration Policy “To endorse on a non-binding advisory basis, the Company’s remuneration policy (excluding the remuneration of the non- executive directors for the services as directors and members of Board committees).” The Company’s remuneration policy and related information appears in the Annual Integrated Report. LENMED ANNUAL INTEGRATED REPORT 2019 125