LENMED AIR 2019.pdf

Special resolution 2: Future directors’ fees “RESOLVED THAT the non-executive directors be paid the following fees for services as directors for the period from the date of this Annual General Meeting to the date of the next Annual General Meeting: Fees per meeting Rand Retainer (per annum) Rand Non-executive director/ Independent non-executive director 16 400 212 000 Audit and Risk Committee chairman 16 400 (in addition to meeting fee) Audit and Risk Committee member 16 400 Remuneration and Nominations Committee chairman 16 400 (in addition to meeting fee) Remuneration and Nominations Committee member 16 400 Social and Ethics Committee chairman 16 400 (in addition to meeting fee) Social and Ethics Committee member 16 400 Fee for work not specified above (per meeting rate) 16 400 Percentage of voting rights to pass this resolution: 65%. Motivation for special resolution 2 The reason for special resolution 2 is to comply with the provisions of the Companies Act. The effect of the special resolution is that, if approved by the shareholders at the Annual General Meeting, the fees payable to non-executive directors until the next Annual General Meeting will be as set out above. Special resolution 3: To approve the acquisition of shares in the Company “RESOLVED THAT, subject to the provisions of the Companies Act, 2008 (specifically Section 46 dealing with solvency and liquidity) and the company’s memorandum of incorporation, the Company or any subsidiary of the company is authorised, by way of a general authority, to acquire ordinary shares in the share capital of the company from any person.” Motivation for special resolution 3 The reason for special resolution 3 is to enable the Company or any subsidiary of the Company to acquire shares issued by the Company. The effect of the special resolution is that, if approved by the shareholders at the Annual General Meeting, authority will be given for the acquisition of such shares. Any matters raised by shareholders, with or without advance notice to the Company To deal, at the Annual General Meeting, with any matters raised by shareholders, with or without advance notice to the Company. Voting and proxies In terms of the Company’s MOI, at any time, a shareholder may, in respect of any class of shares held by the shareholder, appoint any individual, including an individual who is not a shareholder of the Company, as a proxy to participate in, and speak and vote, at the Annual General Meeting, on behalf of the shareholder. In terms of the Company’s MOI (clause 3.10.1), a shareholder of the Company may not appoint two or more persons concurrently as proxies. In terms of the Company’s MOI (clause 3.10.3) a copy of the instrument appointing a proxy must be delivered to the registered office of the Company, marked for the attention of the Company Secretary (or to be delivered to such other location and/or person on behalf of the Company as may be specified in the notice convening the meeting), to be received by the Company not less than 48 hours before the appointed time for the beginning of the meeting or, if the meeting is adjourned the appointed time for the resumption of the adjourned meeting. By order of the Board William Somerville Company Secretary 8 July 2019 Registered office Lenmed Investments Limited 2nd Floor Fountainview House, Constantia Office Park, Corner 14th Avenue and Hendrik Potgieter Road, Constantia Kloof, Johannesburg, 1709 LENMED ANNUAL INTEGRATED REPORT 2019 127