Notice is hereby given that the annual general meeting of shareholders of DigiCore Holdings Limited (the company) in respect of the year ended 30 June 2009 will be held in the boardroom of the company, at DigiCore Building, Regency Office Park, 9 Regency Drive, Route 21 Corporate Park, Irene Ext 30, Centurion, South Africa on Wednesday, 25 November 2009 at 09:00.
The following business will be dealt with at the annual general meeting of shareholders:
1. To receive and adopt the annual financial statements of the company and the group for the year ended 30 June 2009, and to receive and adopt the reports of the directors and of the auditors for the year then ended.
2. To re-elect BC Esterhuyzen, SS Ntsaluba, BS Khuzwayo, SR Aberdein, NH Vlok and B Marx as directors who retire in terms of the articles of association, and being eligible, offer themselves for re-election.
2.1 Summary of curriculum vitae of BC Esterhuyzen [BComm, LLB]
Barney has a legal background as advocate and is an entrepreneur. He is also the Executive Chairman of Luna Group (Pty) Limited, a private equity and financial services company. He was appointed by DigiCore to the board of directors in December 2005 as a non-executive director.
2.2 Summary of curriculum vitae of SS Ntsaluba [BCom, Hon BCompt (Unisa), CA(SA), HDip Tax Law (RAU)]
Sango is the CEO of Amabubesi Investments. He is a Chartered accountant who has been in business for more than eighteen years. Whilst his background is in finance and auditing, he has extensive experience in transport, logistics, telecommunications, construction and engineering.
2.3 Summary of curriculum vitae of Advocate BS Khuzwayo [BProc (Unizul), LLB (Natal)]
Vusi is an Advocate of the High Court. He is a specialist in policy and legislation drafting and has extensive experience in Policy Formulation and Internal Control, Human Resources and Labour Relations cases. Adv Khuzwayo has served on a number of commissions on fraud investigations. He offers a wide range of consulting services to government, parastatals and private sector.
2.4 Summary of curriculum vitae of SR Aberdein [BBusSc (UCT), CA(SA), Dip Data (Unisa)]
Stuart has been involved in the development and manufacture of on-board computers since the early 1990s. He was appointed managing director of DigiCore Electronics (Pty) Limited on 1 July 1998 and executive director of DigiCore Holdings Limited.
2.5 Summary of curriculum vitae of NH Vlok [BCom (RAU)]
Nick started his own business in 1985 and established the DigiCore group in 1997. The company listed on The Johannesburg Stock Exchange in 1998. As chief executive officer, Nick is fully involved in the day-to-day management and direction of the group and responsible for the group’s strategic direction.
2.6 Summary of curriculum vitae of Professor B Marx [DComm, CA(SA), RAA, ACCA(UK)]
Ben is professor and head of auditing at The University of Johannesburg. He recently completed a doctorate in auditing, has served on various boards and audit committees for many years and has vast experience in the field of auditing and corporate governance.
3. To confirm the remuneration paid to executive and non-executive directors, as disclosed in the annual financial statements for the year under review.
4. To confirm the auditor’s remuneration for the year ended 30 June 2009 as determined by the audit and risk committee of the company.
5. To confirm the re-appointment of PKF (Pta) Inc. as auditors for the ensuing year on the recommendation of the audit and risk committee.
6. To consider and, if deemed fit, pass with or without modification, the following resolutions:
6.1 As ordinary resolution number 1
“Resolved that the authorised, but unissued ordinary shares in the share capital of the company be and are hereby placed under the control of the directors until the next annual general meeting and that they be and are hereby authorised to issue any such shares as they may deem fit in accordance with the provisions of the Companies Act, 1973 (Act 61 of 1973) (the Companies Act), as amended, the articles of association of the company, and the Listings Requirements of the JSE Limited (the Listings Requirements).”
As ordinary resolution number 2
“Resolved that, subject to not less than 75% of those shareholders of the company present in person or represented by proxy and entitled to vote at the annual general meeting at which this resolution is proposed, voting in favour of this resolution, the directors of the company be and are hereby authorised and empowered, by way of a general authority, to allot and issue for cash, without restriction, all or any of the unissued shares in the share capital of the company placed under their control as they in their discretion may deem fit, provided that:
– the authority shall be valid until the date of the next annual general meeting of the company or for 15 months from the date of this resolution, whichever period is shorter;
– a paid press announcement giving full details, including the impact on the net asset value and earnings per share, will be published after any issue representing, on a cumulative basis within any one financial year, 5% or more of the number of shares in issue prior to such issue;
– the general issues of shares for cash in the aggregate in any one financial year shall not exceed 15% of the company’s issued share capital (number of securities) of that class. The securities of a particular class will be aggregated with the securities that are compulsorily convertible into securities of that class and, in the case of the issue of compulsorily convertible securities, aggregated with the securities of that class into which they are compulsorily convertible. The number of securities of a class which may be issued shall be based on the number of securities of that class in issue at the date of such application, less any securities of the class issued during the current financial year, provided that any securities of that class to be issued pursuant to a rights issue (announced and irrevocable and underwritten) or acquisition (concluded up to the date of application) may be included as though they were securities in issue at the date of the application;
– in determining the price at which the issue will be made in terms of this authority the maximum discount permitted will be 10% of the weighted average traded price of such shares, as determined over the 30 business days prior to the date that the price of the issue is agreed between the company and the party subscribing for the shares. The JSE Limited (JSE) will be consulted for a ruling if the company’s securities have not traded in such 30 business day period;
– any such issue will only be made to public shareholders as defined in paragraphs 4.25 to 4.27 of the Listings Requirements and not to related parties; and
– any such issue will only be securities of a class already in issue, or limited to such securities that are convertible into a class already in issue.”
6.2 As special resolution number 1
“Resolved that the company be hereby authorised, by way of a renewable general authority, to approve the purchase of its own shares by the company, or to approve the purchase of ordinary shares in the company by any subsidiary of the company, upon such terms and conditions and in such amounts as the directors may from time to time determine, but subject to the provisions of paragraphs 85 to 89 of the Companies Act, the articles of association of the company and the Listings Requirements, namely that:
– this general authority shall be valid until the company’s next annual general meeting or for 15 months from the date of this resolution, whichever period is shorter;
– the ordinary shares be purchased through the order book of the JSE trading system and done without any prior understanding or arrangement between the company and/or the relevant subsidiary and the counterparty unless the company purchases its own shares from any wholly owned subsidiary of the company for the purposes of cancelling such treasury shares pursuant to this general authority;
– an announcement complying with 11.27 of the Listings Requirements be published by the company (i) when the company and/or its subsidiaries cumulatively repurchase 3% of the ordinary shares in issue as at the time when the general authority was given (the initial number) and (ii) for each 3% in the aggregate of the initial number of the ordinary shares acquired thereafter by the company and/or its subsidiaries;
– the repurchase by the company and its subsidiaries of the company’s ordinary shares shall not in the aggregate in any one financial year exceed 20% of the company’s issued share capital of that class, provided that the acquisition of ordinary shares as treasury stock by a subsidiary of the company shall not exceed 10% in the aggregate of the number of issued shares of the company;
– repurchases must not be made at a price more than 10% above the weighted average of the market value of the shares for the five business days immediately preceding the date on which the transaction is effected. The JSE will be consulted for a ruling if the shares have not traded in such five business day period;
– at any point in time the company may only appoint one agent to effect any repurchase on the company’s behalf or on behalf of any subsidiary of the company;
– the company will after a repurchase of shares still comply with the provisions of the Listings Requirements regarding shareholder spread; and
– the company and any subsidiaries will not effect a repurchase during a prohibited period (as defined in the Listings Requirements).”
The company’s directors undertake that they will not implement any such repurchase while this general authority is valid, unless:
– the company and its subsidiaries will be able, in the ordinary course of business, to pay their debts for a period of 12 months after the date of the notice of the annual general meeting at which this resolution is proposed (the annual general meeting);
– the assets of the company and its subsidiaries will exceed the liabilities of the company and its subsidiaries for a period of 12 months after the date of the notice of the annual general meeting. For this purpose, the assets and liabilities will be recognised and measured in accordance with the accounting policies used in the company’s latest audited annual group financial statements;
– the company and its subsidiaries will have adequate share capital and reserves for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting;
– the working capital of the company and its subsidiaries will be adequate for ordinary business purposes for a period of 12 months after the date of the notice of the annual general meeting; and
– upon entering the market to proceed with the repurchase, the company’s sponsor has confirmed the adequacy of the company’s working capital for the purposes of undertaking a repurchase of shares in writing to the JSE.
Reasons for and effect of special resolution number 1
a) The reasons for and effect of special resolution number 1 is to grant the company’s directors a general authority to approve the company’s repurchase of its own shares and to permit a subsidiary of the company to purchase shares in the company.
b) The special resolution is a renewal of the resolutions taken at the previous annual general meeting on 3 December 2008.
c) For the purposes of considering special resolution number 1 and in compliance with 11.26 of the Listings Requirements, the following information has been included in the annual report, in which this notice of annual general meeting is included, at the places indicated: General information in respect of directors and management (pages 6 and 7), major shareholders (page 77), directors’ interests in securities (page 29) and the share capital of the company (note 17).
d) There has been no material change to the financial or trading position of the company since the end of the last period.
e) The company is not involved in any legal or arbitration proceedings, nor are any proceedings pending or threatened of which the company is aware that may have or have had in the previous 12 months, a material effect on the DigiCore group’s financial position.
f) The directors, whose names are given on page 29 of the annual report to which this notice is attached, collectively and individually accept full responsibility for the accuracy of their knowledge and believe there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the notice contains all the information required by the Listings Requirements.
7. To transact any other business as may be transacted at any ordinary general meeting.
Any member qualified to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend, speak and vote in his/her stead. The person so appointed need not be a member of the company. In order to be effective, proxy forms must reach the registered office of the company or the office of the transfer secretaries by not later than 09:00 on Monday, 23 November 2009.
Dematerialised shareholders, other than “own name” registered dematerialised shareholders, who wish to attend the annual general meeting in person will need to request their Central Securities Depository Participant (CSDP) or broker to provide them with the necessary authority in terms of the custody agreement entered into between such shareholders and the CSDP or broker.
On a poll, ordinary shareholders will have one vote in respect of each share held. Dematerialised shareholders other than “own name” registered dematerialised shareholders who are unable to attend the annual general meeting and who wish to be represented thereat, must provide their CSDP or broker with their voting instruction in terms of the custody agreement entered into between themselves and the CSDP or broker in the manner and time stipulated therein.
By order of the board
Company secretary
Centurion26 October 2009