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IN THIS SECTION
Notice to shareholders

 

Notice TO Shareholders

for the year ended 31 March 2010

Notice is hereby given that the 43rd annual general meeting of Omnia Holdings Limited will be held on Thursday, 30 September 2010 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 2010, 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: Dr WT Marais
   
  To re-elect Dr WT Marais who retires by rotation in terms of the company’s Articles of Association.
   
4. Ordinary resolution number 4: Re-election of director: Mr TR Scott
   
  To re-elect Mr TR Scott 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.
   
5. Ordinary resolution number 5: Confirmation of appointment of new director
   
  To confirm the appointment of Mr JJ Dique as a director of Omnia Holdings Limited in accordance with the Articles of Association of the company.
   
6. Ordinary resolution number 6: Confirmation of appointment of new director
   
  To confirm the appointment of Mr S Mncwango as a director of Omnia Holdings Limited in accordance with the Articles of Association of the company.
   
  Abbreviated curriculum vitae in respect of each director offering himself for re-election or confirmation are contained on page 128 of the annual report of which this notice forms part (3.84 (e)).
   
7. Ordinary resolution number 7: Confirmation of the nonexecutive directors’ remuneration with effect from 1 October 2010 until 30 September 2011, and will be paid quaterly in arrears. The fees therefore remained unchanged for a period of 18 months.
  Current   Proposed   %  
Activity fee   fee   Change  
Main board per meeting attended R23 000   R24 500   6,5  
Audit committee per meeting attended R18 000   R19 000   5,6  
Main board related consulting services per hr R1 800   R1 900   5,6  
Subsidiary board and risk committee per meeting attended R15 000   R16 000   6,7  
Subsidiary board related consulting services per hr R1 500   R1 600   6,7  
Remuneration committee per meeting attended R12 500   R13 500   8,0  
Audit committee chairperson R34 000   R35 000   2,9  
   
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: 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, 28 September 2010. 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
   
29 July 2010