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ZIMPLATS HOLDINGS LIMITED — Proxy Solicitation & Information Statement 2007
Sep 12, 2007
66118_rns_2007-09-12_b908c6cc-f5d7-41a8-999c-7b4c259d8dcf.pdf
Proxy Solicitation & Information Statement
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Zimplats Holdings Limited
ARBN 083 463 058
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Mark this box with an ‘X’ if you have made any changes to your address details (see reverse)
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Proxy Form
All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2118 www.computershare.com
Appointment of Proxy
I/We being a member/s of Zimplats Holdings Limited and entitled to attend and vote hereby appoint
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the Chairman of the Meeting OR (mark with an ‘X’)
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If you are not appointing the Chairman of the Meeting as your proxy please write here the full name of the individual or body corporate (excluding the registered Securityholder) you are appointing as your proxy.
or failing the individual or body corporate named, or if no individual or body corporate is named, the Chairman of the Meeting, as my/our proxy to act generally at the meeting on my/our behalf and to vote in accordance with the following directions (or if no directions have been given, as the proxy sees fit) at the Annual General Meeting of Zimplats Holdings Limited to be held at The Protea Hotel Balalaika, 20 Maude Street, Sandown, Sandton, Johannesburg, South Africa on Thursday 4 October 2007 at 9:00am and at any adjournment of that meeting.
Voting directions to your proxy - please mark X to indicate your directions
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Adoption of financial report
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To Appoint Messrs KPMG as auditors for the ensuing year
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To approve the audit fees of $17,000 for the year
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4(a). To re-elect Mr. P. MasevaShayawabaya as a Director
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4(b). To re-elect Mr. L. J. Paton as a Director
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4(c). To elect Mr. M. Masunda as a Director
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For Against Abstain
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Election of Directors For Against Abstain
4(d). To elect Dr. K. Mokhele
as a Director
4(e). To elect Dr. F. J. P. Roux
as a Director
5. To determine the maximum
annual fees payable to
non-executive directors of the
company with effect from
1 July 2007 be increased by
$180,000 to $260,000
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- To determine the maximum annual fees payable to non-executive directors of the company with effect from 1 July 2007 be increased by $180,000 to $260,000 per annum
The Chairman of the Meeting intends to vote undirected proxies in favour of each of the Items of business.
* If you mark the Abstain box for a particular item, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll.
PLEASE SIGN HERE This section must be signed in accordance with the instructions overleaf to enable your directions to be implemented.
Individual or Securityholder 1 Securityholder 2 Securityholder 3 Sole Director and Director Director/Company Secretary Sole Company Secretary
In addition to signing the Proxy Form in the above box(es) please provide the information below in case we need to contact you.
/ /
Contact Name
Contact Daytime Telephone
Date
1 6 P R
Z I M
017909 - V3
How to complete this Proxy Form
1 Your Address
This is your address as it appears on the company’s share register. If this information is incorrect, please mark the box and make the correction on the form. Securityholders sponsored by a broker (in which case your reference number overleaf will commence with an ‘x’) should advise your broker of any changes. Please note, you cannot change ownership of your securities using this form.
2 Appointment of a Proxy
If you wish to appoint the Chairman of the Meeting as your proxy, mark the box. If the person you wish to appoint as your proxy is someone other than the Chairman of the Meeting please write the name of that person. If you leave this section blank, or your named proxy does not attend the meeting, the Chairman of the Meeting will be your proxy. A proxy need not be a securityholder of the company.
3 Votes on Items of Business
You may direct your proxy how to vote by placing a mark in one of the three boxes opposite each item of business. All your securities will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of securities you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on a given item, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid.
4 Appointment of a Second Proxy
You are entitled to appoint up to two persons as proxies to attend the meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the company’s share registry or you may copy this form.
To appoint a second proxy you must:
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(a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of securities applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded.
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(b) return both forms together in the same envelope.
5 Signing Instructions
You must sign this form as follows in the spaces provided:
Individual: where the holding is in one name, the holder must sign.
Joint Holding: where the holding is in more than one name, all of the securityholders should sign.
Power of Attorney: to sign under Power of Attorney, you must have already lodged this document with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it.
Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place.
If a representative of the corporation is to attend the meeting the appropriate "Certificate of Appointment of Corporate Representative" should be produced prior to admission. A form of the certificate may be obtained from the company's share registry.
Lodgement of a Proxy
This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below no later than 48 hours before the commencement of the meeting at 9:00am on Thursday 4 October 2007. Any Proxy Form received after that time will not be valid for the scheduled meeting.
Documents may be lodged using the reply paid envelope or: by posting, delivery or facsimile to:
AUSTRALIA
Computershare Registry Services Level 3 60 Carrington Street Sydney NSW 2000 Fax: +61 3 9473 2118 6:00pm 2 October 2007
GUERNSEY
Carey Commercial 22 New Street St Peter Port Guernsey Fax: +44 1481 711 220 7:00am 2 October 2007
ZIMBABWE
Zimplats Holdings Limited Block B, Emerald Park 30 The Chase (West) Emerald Hill, Harare Fax: +263 4 332 496
- 9:00am 2 October 2007
017909 - V1
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Zimplats Holdings Limited ARBN 083 463 058
All correspondence to: Computershare Investor Services Pty Limited GPO Box 242 Melbourne Victoria 3001 Australia Enquiries (within Australia) 1300 855 080 (outside Australia) 61 3 9415 4000 Facsimile 61 3 9473 2118 www.computershare.com
Dear Securityholder
I am pleased to invite you to attend our Annual General Meeting and have enclosed the Annual Report for 2007 which includes the Notice of Meeting which sets out the items of business to be dealt with at the meeting. The meeting will be held at The Protea Hotel Balalaika, 20 Maude Street, Sandown, Sandton, Johannesburg, South Africa on Thursday, 4 October 2007 at 9:00am. If you decide to attend the meeting, please bring this letter with you to facilitate registration into the meeting.
If you are unable to attend the meeting, you are encouraged to complete the enclosed proxy form. The proxy form should be returned in the envelope provided or faxed to one of the addresses shown on the proxy form by the time stated.
Corporate securityholders will be required to complete a “Certificate of Appointment of Representative” to enable a person to attend on their behalf. A form of this certificate may be obtained from the Company’s share registry.
I look forward to your attendance at the meeting.
Yours sincerely
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Anthony Link C.L. Secretaries Limited Company Secretary
017909 - V2