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| 1. |
to receive and consider the annual financial statements of the company and of the group for the year ended 30 June 2007, together with the reports of the directors and auditors; |
| 2. |
to elect the following directors retiring, in terms of articles 75(d)
and 75(e) of the company’s articles of association, and who are
eligible and have offered themselves for re-election1: |
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2.1 |
E le R Bradley |
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2.2 |
VN Fakude |
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2.3 |
A Jain |
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2.4 |
IN Mkhize |
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2.5 |
S Montsi |
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The board of directors of the company has reviewed the composition
of the board against corporate governance and transformation
requirements and has recommended the re-election of the directors
listed above. It is the view of the board that re-election of the
candidates referred to above and in item 3 below would enable the
company to: |
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• |
responsibly maintain a mixture of business skills and experience
relevant to the company and balance the requirements of
transformation, continuity and succession planning; and |
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• |
comply with corporate governance requirements in respect of
matters such as the balance of executive, non-executive and
independent directors on the board. |
| 3. |
to elect the following director appointed by the board during the
course of the year and who is required in terms of article 75(h) of
the company’s articles of association to retire as director, and who is
eligible and has offered himself for re-election2: |
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TA Wixley |
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The board of directors of the company has reviewed the composition
of the board against corporate governance and transformation
requirements and has recommended the re-election of the director
listed above. It is the board’s view that re-election of the candidate
referred to above, would enable the company to: |
| |
• |
responsibly maintain a mixture of business skills and experience
relevant to the company and balance the requirements of
transformation, continuity and succession planning; and |
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• |
comply with corporate governance requirements in respect of
matters such as the balance of executive, non-executive and
independent directors on the board. |
| 4. |
to reappoint the auditors, KPMG Inc. and to note that the individual
registered auditor who will undertake the audit during the financial
year ending 30 June 2008 is Mr LP Fourie; |
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| 5. |
to consider and, if approved, to pass with or without modification
the following special resolutions, subject to the approval of the
JSE Limited (JSE): |
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“Special resolution number 1: ‘That the English version of the
company’s memorandum and articles of association, initialled by
the chairman, be and they are hereby adopted to replace the
Afrikaans version as the official version of the memorandum and
articles of association of the company with effect from the date
of the adoption of this resolution.’ |
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A copy of the translated memorandum and articles of association may be viewed by shareholders on the website of the company (www.sasol.com) or a hard copy can be requested from the office of the Company Secretary at the registered office of the company at any time during business hours prior to the date of the annual general meeting.’ |
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Reason and effect of special resolution number 1 |
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The reason and effect of special resolution number 1 is to replace
the Afrikaans version of the company’s memorandum and articles of
association with the English translation to allow the company to
communicate more effectively with shareholders.” |
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“Special resolution number 2: ‘That the articles of association be
and they are hereby amended by the insertion of a new article 143A: |
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143A Use of electronic media |
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143A.1 Interpretation |
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143A.1.1 This article 143A shall prevail notwithstanding any
contrary provisions in the memorandum and articles, subject to the
provisions of the Act and the Listing Requirements of the JSE Limited
(hereinafter referred to as the “JSE”). |
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143A.1.2.1 In this article, the following terms shall have the
following meanings: |
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143A.1.2.1.1 “Electronic medium” means a method of electronic
communication which includes, but is not limited to, facsimile,
electronic data message (including but not limited to e-mail),
bulletin board communications, internet websites, hypertext markup
language (html) or similar text displayed via a web browser,
electronic data interchange (EDI), CD ROM and computer network
communications; |
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143A.1.2.1.2 “Proxy system” means an electronic medium based
system, approved by the board, providing for members to appoint a
proxy and/or deliver the electronic proxy to the company via an
electronic medium; |
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143A.1.2.3. “Shareholder information” includes, but is not limited
to, notices (including but not limited to notices required in terms of
the articles of association or the JSE Listings Requirements), forms
of proxy, circulars required in terms of the JSE Listings Requirements,
annual financial statements, group reports, annual reports and
interim reports, and any other document which is determined by
the board to be shareholder information. |
Sasol limited group
AGM and Proxy