Omnia adds value to the resources that sustain our existence, and shape the future of our world  

NOTICE OF SHAREHOLDERS

for the year ended 31 March 2009

Notice is hereby given that the 42nd annual general meeting of Omnia Holdings Limited will be held on Thursday, 17 September 2009 at 10h00 in the 2nd Floor Training Room, Omnia House, 13 Sloane Street, Epsom Downs, Bryanston, South Africa for the following purposes:
 
To consider and, if deemed fit, to pass with or without modification the following ordinary resolutions:
   
1. Ordinary resolution number 1: The adoption of the annual financial statements
   
  To receive and adopt the annual financial statements for the year ended 31 March 2009, together with the reports of the directors and auditors.
   
2. Ordinary resolution number 2: Re-appointment of auditors
   
  To approve the continuation in office of the current auditors, PricewaterhouseCoopers Inc. as independent auditors for the forthcoming year and to confirm their remuneration for the past year’s audit.
   
3. Ordinary resolution number 3: Re-election of director: Mr RB Humphris
   
  To re-elect Mr RB Humphris who retires by rotation in terms of the company’s articles of association.
   
4. Ordinary resolution number 4: Re-election of director: Mr FD Butler
   
  To re-elect Mr FD Butler who retires by rotation in terms of the company’s articles of association.
   
5. Ordinary resolution number 5: Re-election of director: Mr NKH Fitz-Gibbon
   
  To re-elect Mr NKH Fitz-Gibbon who retires by rotation in terms of the company’s articles of association.
   
6. Ordinary resolution number 6: Re-election of director: Prof SS Loubser
   
  To re-elect Prof SS Loubser who retires by rotation in terms of the company’s articles of association.
   
  All retiring directors are eligible and offer themselves for re-election as directors of Omnia Holdings Limited in accordance with the provisions of the articles of association of Omnia Holdings Limited.
   
  Abbreviated curriculum vitae in respect of each director offering himself for re-election are contained on pages 114 of the annual report of which this notice forms part. [3.84(e)]
   
7. Ordinary resolution number 7: Confirmation of the nonexecutive directors’ remuneration
   
  To approve the following proposed non-executive directors’ remuneration for the year ended 31 March 2010.
   
  Current   Proposed   %  
Activity fee   fee   Change  
Main board per meeting attended R20 000   R23 000   15  
Audit committee per meeting attended R15 000   R18 000   20  
Main board related consulting services R1 500   R1 800   20  
Subsidiary board and risk committee per meeting attended R12 500   R15 000   20  
Subsidiary board related consulting services R1 250   R1 500   20  
Remuneration committee per meeting attended R10 000   R12 500   25  
Audit committee chairperson R30 000   R34 000   13  
   
8. Ordinary resolution number 8: The renewal of the authority that all the unissued shares be placed under the control of the directors
   
  “Resolved that subject to the provisions of the Companies Act 61, 1973, as amended, (‘the Act’) and the Listings Requirements of the JSE Limited the entire authorised, but unissued share capital of the company from time to time, be and is hereby placed under the disposal and under the control of the directors of the company and the directors are hereby authorised to allot, issue and otherwise dispose thereof to such person or persons and on such terms and conditions at their discretion as a general authority in terms of Section 221 and 222 of the Act until the next annual general meeting, and subject to the aggregate number of such shares able to be allotted, issued and otherwise disposed of in terms of this resolution being limited to a maximum of 5% (five percent) of the number of issued share capital and further subject to the provisions of the Act and JSE Limited Listings Requirements.
   
9. Ordinary resolution number 9: General authority to issue shares for cash [5.50(b)]
   
  “Resolved that, pursuant to the Articles of Association of the company and subject to the Act, and the Listings Requirements of the JSE Limited, the directors of the company be and are hereby authorised, by way of a general authority to allot and issue ordinary shares for cash to such persons on such terms and conditions and at such times as the directors may from time to time at their discretion deem fit, on the following basis:
   
 
  • this authority shall not extend beyond the later of the date of the next annual general meeting of the company or the date of the expiry of 15 months from the date of the annual general meeting; [5.50(b)]
  • the securities be of a class already in issue [5.52(a)]
  • where the company, subsequent to the passing of this resolution issues shares representing, on a cumulative basis within a financial year, 5% (five per cent) or more of the total number of shares in issue prior to such issue, a press announcement giving full details will be made at the time the said percentage is reached or exceeded, including the average discount to the weighted average traded price of the shares over the 30 (thirty) days prior to the date that the price of the issue was determined or agreed by the directors of the company, the number of equity securities issued, the impact on the net asset value earnings per share, net tangible asset value per share, headline earnings per share and earnings per share (11.22)
  • issues in the aggregate in any one financial year may not exceed 5% (five) percent of the number of the shares in the company’s issued share capital; [5.52(c)]
  • the maximum discount at which ordinary shares may be issued for cash is 5% (five) percent of the weighted average traded price of those shares over the 30 (thirty) business days prior to the date that the price of the issue is determined or agreed by the directors of the company; and where the shares have not traded in such 30 (thirty) business day period, the JSE Limited should be consulted for a ruling and [5.52(d)]
  • any such issue will only be made to “public shareholders” as defined by the Listings Requirements of the JSE Limited, and not to related parties.” [5.52(b)]
   
  In terms of the Listings Requirements of the JSE Limited, a 75% (seventy five) percent majority is required of votes cast by shareholders present or represented by proxy at the annual general meeting at which this ordinary resolution is to be considered for approval. [5.52(e)]
   
10. Ordinary resolution number 10: Authorisation to sign documents giving effect to resolutions
   
  “Resolved that any one director or the secretary of the company be and they are hereby authorised to do all such things and sign all documents and take all such action as they consider necessary to implement the resolutions set out in the notice convening the annual general meeting at which these ordinary and special resolutions will be considered.”
   
  The Directors of Omnia Holdings Limited consider that the proposed resolutions in the Notice to Shareholders are in the best interest of Omnia Holdings Limited and its shareholders and recommend that you vote in favour as the directors of Omnia Holdings Limited intend to do in respect of their own beneficial holdings.
   
VOTING
   
A member entitled to attend and vote at the above mentioned meeting may appoint one or more proxies to attend, speak and to vote in his stead. A proxy need not be a member of the company. A proxy form is enclosed.
   
On a show of hands every shareholder present in person or by proxy and if a member is a body corporate, its representative, shall have one vote and on a poll every shareholder present in person or by proxy and if the person is a body corporate, its representative, shall have one vote for every share held or represented by him.
   
A form of proxy is attached for completion by registered certificated shareholders and dematerialised shareholders with own-name registration who are unable to attend the annual general meeting in person, but wish to be represented thereat. Forms of proxy must be completed and received by the company secretary at the registered office, by no later than 10h00 on Tuesday, 15 September 2009. Registered certificated shareholders and dematerialised shareholders with own-name registration who complete and lodge forms of proxy will nevertheless be entitled to attend and vote in person at the annual general meeting to the exclusion of their appointed proxy/(ies) should such member wish to do so. Dematerialised shareholders, other than with own-name registrations, must inform their CSDP or broker of their intention to attend the annual general meeting and obtain the necessary authorisation from their CSDP or broker to attend the annual general meeting or provide their CSDP or broker with their voting instructions should they not be able to attend the annual general meeting in person but wish to be represented thereat. This must be done in terms of the agreement entered into between the shareholder and the CSDP or broker concerned.
   
Certificated shareholders whose shares are held through a nominee or broker, must inform their nominee or broker of their intention to attend the annual general meeting and obtain the necessary letter of representation from their nominee or broker or provide their nominee or broker with their voting instructions should they not be able to attend the annual general meeting in person.
   
By order of the board
   
CD Appollis
Group company secretary
   
Bryanston
   
29 July 2009