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NOTICE OF ANNUAL GENERAL MEETING

HULAMIN LIMITED

Incorporated in the Republic of South Africa
Registration number: 1940/013924/06
Share code: HLM
ISIN: ZAE000096210
(“Hulamin” or “the company” or “the group”)

Notice is hereby given that the seventy fourth annual general meeting of shareholders will be held at the company’s offices, Moses Mabhida Road, Pietermaritzburg, KwaZulu-Natal on Thursday, 24 April 2014 at 15:00, to conduct the business set out below and to consider and, if deemed fit, adopt, with or without modification, the ordinary and special resolutions set out in this notice. Note that all special resolutions, in terms of the Companies Act, No 71 of 2008, as amended (“the Companies Act”), require 75% (seventy-five percent) of the votes cast by shareholders present or represented by proxy at this meeting, to be cast in favour of the resolution for it to be adopted and all other resolutions require the support of the majority being more than 50% (fifty percent) of votes cast by shareholders present or represented at this meeting in order for them to be adopted, unless otherwise noted.

1. To receive, consider and adopt the annual financial statements of the company for the year ended 31 December 2013, including the reports of the directors, the independent auditors and the Audit Committee contained therein.
2.

To authorise the directors to reappoint PricewaterhouseCoopers as the independent registered auditors of the company and to re-appoint Mr H Govind as the individual designated auditor who will undertake the audit for the company for the ensuing year.

The group Audit Committee has evaluated the performance of PricewaterhouseCoopers and has recommended their reappointment as independent registered auditors of the company.

3.

To re-elect the following directors who retire by rotation in accordance with Article 33.11 of the company’s Memorandum of Incorporation and who, all being eligible, offer themselves for re-election. Motions for re-election will be moved individually.

Mr T P Leeuw

Mr J B Magwaza

Mr M E Mkwanazi

Mr M Z Mkhize

4.

To re-elect Mr S M G Jennings who was appointed as a non-executive director to the board of the company on 1 July 2013, and who retires in accordance with Article 33.7 of the company’s Memorandum of Incorporation and who, being eligible, offers himself for re-election.

The profiles of the directors up for re-election appear in this notice of annual general meeting.

Thabo Patrick Leeuw (50)

BCom (Accounting); BCompt (Hons) Management Advancement Programme

Independent non-executive director

Chairman of the Audit Committee and member of the Risk and SHE Committee and the Remuneration and Nomination Committee (to the end of December 2013)

Executive director: Thesele Group

Thabo is the executive director and founder shareholder of Thesele. He served articles at Deloitte & Touche, and has held financial management positions in Africa Oil (a subsidiary of Worldwide Africa Investment Holdings), City Deep Cold Storage (a subsidiary of Oceana Fishing), National Sorghum Breweries and Old Mutual Employee Benefits. He joined Cazenove SA in 1998 as a research analyst, in 2002 he became a director of Cazenove SA and in 2004 became a director of Cazenove Group Plc. He is also the chairman of ICAS Southern Africa (Pty) Ltd and a non-executive director of Prudential Portfolio Managers SA and a member of the Eskom Pension and Provident Fund’s Strategic Investment Committee. He was also appointed a director of Vodacom Life Assurance Company and Vodacom Insurance Company with effect from December 2012. He was appointed to the Hulamin board in 2007.

Johannes Bhekumuzi Magwaza (71)

BA (Psychology and Social Anthropology) MA (IR); Dip (IR); Dip (PM)

Non-executive director

Member of the Transformation, Social and Ethics Committee and the Remuneration and Nomination Committee

Director of companies

JB joined Hulett Sugar in 1975, becoming personnel director for Hulett Refineries in 1988. He was appointed personnel director for Hulamin in 1992 until he became an executive director of Tongaat Hulett in 1994. He retired in 2003 but remained on the board in a non-executive capacity and was appointed Chairman in 2009. His directorships include Rainbow Chicken, Richards Bay Minerals and Imbewu Capital Partners. He was appointed to the Hulamin board in 2007.

Mafika Edmund Mkwanazi (60)

BSc (Mathematics); BSc (Engineering) Management Development Programme; Strategies of Successful Business Management

Independent non-executive Chairman

Member of the Remuneration and Nomination Committee and the Risk and SHE Committee

Businessman; Director of companies

Mafika has held various business positions, including chief executive officer of Metro Rail Services from 1995 to 1996, executive director of Spoornet from 1996 to 1998, managing director of Transnet from 2000 to 2003, chairman of Western Areas, Letseng Diamonds and Orlyfunt Holdings from 2003 to 2006. He was also appointed as chairman of Transnet Limited in December 2010. Other directorships he holds include Eskom Limited, Stefanutti & Stocks and the South African Bureau of Standards. He was appointed to the Hulamin board in 2007.

Zamani Moses Mkhize (52)

Higher Diploma (Electrical Engineering); BCom (Hons)

Member of the Risk and SHE Committee

Executive director: Manufacturing

Moses joined Hulamin in July 1982 and was appointed Hot Mill production manager in 1989 and Foil Mill manager in 1994. In 1997 he became a director of Hulamin Rolled Products and in 2000 he was appointed a director of Hulamin. He is also a director of SASOL Limited and of a number of subsidiaries of Hulamin.

Simon Michael Gwyn Jennings (58)

BA Business Studies (Hons); Human Resources Training Programme

Independent non-executive director

Member of the Risk and SHE Committee (effective 1 January 2014)

Simon held various executive positions in the packaging group Rexam PLC in India, Brazil, China, Korea and Europe. He is the founder, director and owner of Nomis Consultancy Limited, an international consultancy to the beverage can and packaging industries based in the Isle of Man. He is also an independent non-executive director of beverage can maker GZI Industries Limited in Nigeria. He was appointed to the Hulamin board in July 2013.

5.

To elect the following independent non-executive directors as independent members of the group Audit Committee and to appoint
Mr T P Leeuw as chairman of the group Audit Committee. Motions for election will be moved individually.

Ms L C Cele

Mr T P Leeuw (Chairman)

Ms N N A Matyumza

The profiles of the directors up for re-election appear in this notice of annual general meeting:

Lungile Constance Cele (61)

BCom; Post Grad. Dip Tax; MAcc (Taxation) Executive Leadership Development Programme

Independent non-executive director

Chairman of the Transformation, Social and Ethics Committee and member of the Audit Committee

Zee practices as a professional accountant and tax consultant. She serves on the boards of Combined Motor Holdings, Efficient Group Limited, AVBOB, Harith General Partners and Trade and Investment KZN. Zee is a commercial member of the Tax Court and was a member of the Standing Advisory Committee on Company Law until March 2011. She was appointed to the Hulamin board in 2007.

Nomgando Angelina Matyumza (51)

BCom; BCompt (Hons); CA (SA); LLB;

Independent non-executive director

Chairman of the Remuneration and Nomination Committee and member of the Audit Committee and of the Transformation, Social and Ethics Committee (to the end of December 2013)

Ordained Minister of Religion

Nomgando has held various positions in financial and general management and was employed between 1994 and 2004 at Transnet Pipelines, firstly as financial manager and then as deputy CEO. From 2004 to 2008 she was employed at Eskom Distribution as general manager for the Eastern Region. Nomgando is presently an ordained Minister of the African Methodist Episcopal Church at Umlazi, KwaZulu-Natal. She is a director on a number of boards, including Ithala Limited, KZN Growth Fund Managers (Pty) Ltd, Wilson Bayley Holmes-Ovcon Limited and Cadiz Holdings Limited. She was appointed to the Hulamin board with effect from 1 March 2010.

Note: Ages quoted for all board members are at 20 February 2014.

6. Approval of non-executive directors’ fees

Directors’ fees were approved at the annual general meeting in 2013 and are applicable for the 12-month period ending 31 July 2014.

The board, on the recommendation of the Remuneration and Nomination Committee, proposes that the directors’ fees for the period commencing 1 August 2014, be as set out below.

Special resolution number 1

“Resolved as a special resolution that the proposed fees, set out below, payable to non-executive directors for their services as directors on the board and on board committees and as invitees to board committees, when invited by the chairman of the board committee to attend a meeting as an invitee, for the 12-month period commencing 1 August 2014, be and are hereby approved.”

  Present fees to
31 July 2014 
Proposed fees from
1 August 2014 
Type of fee in Rand  Retainer per annum Attendance per meeting  Retainer per annum  Attendance per meeting
Hulamin board         
Chairman  331 900  28 450  354 137  30 356 
Non-executive directors  121 275  10 395  129 400  11 091 
Audit Committee         
Chairman  87 281  12 469  93 129  13 304 
Non-executive directors – member  50 715  7 245  54 113  7 730 
                                            – invitee    7 245    7 730 
Risk and Safety, Health and Environment Committee         
Chairman  60 270  8 610  64 308  9 187 
Non-executive directors – member  33 075  4 725  35 291  5 042 
                                            – invitee    4 725    5 042 
Remuneration and Nomination Committee         
Chairman  60 270  8 610  64 308  9 187 
Non-executive directors – member  33 075  4 725  35 291  5 042 
                                            – invitee    4 725    5 042 
Transformation, Social and Ethics Committee         
Chairman  60 270  8 610  64 308  9 187 
Non-executive directors – member  33 075  4 725  35 291  5 042 
                                            – invitee    4 725    5 042 
Ad hoc board committee         
Chairman  60 270  8 610  64 308  9 187 
Non-executive directors – member  33 075  4 725  35 291  5 042 
                                            – invitee    4 725    5 042 
Hulamin board – International directors  Euro  Euro  Euro  Euro 
Non-executive directors  29 474  2 524  29 769  2 550 


As regards the attendance fee, the board of directors typically holds five meetings a year and there are normally four meetings for the Remuneration and Nomination Committee a year and three meetings for each of the other sub-committees of the board.

Shareholder approval is also requested to remunerate non-executive directors who participate in a specially constituted ad hoc board sub-committee as detailed in the table above, and to remunerate non-executive directors who attend a board sub-committee meeting as an invitee at the request of the chairman of the board sub-committee

7.

Financial assistance

In terms of the Companies Act, the board may authorise the company to provide financial assistance to a related or inter-related company or corporation, provided such assistance is approved by way of a special resolution of the shareholders adopted within the previous two years and certain requirements as set out in the Companies Act are met, amongst others, that the company meets the solvency and liquidity test. The board seeks such approval from shareholders in order to provide financial assistance to the company’s subsidiaries from time to time.

Special resolution number 2

“Resolved as a special resolution, subject to the provisions of the Companies Act, that the provision of any financial assistance by the company to any company or corporation which is related or inter-related to the company (as defined in the Companies Act), on the terms and conditions which the directors may determine, be and is hereby approved.”

8.

Remuneration policy – non-binding advisory vote

King III recommends that, at each annual general meeting, shareholders consider and endorse, as a non-binding advisory vote, the group’s remuneration policy. The principles and key elements of the group’s remuneration policy are set out here.

The Hulamin Remuneration and Nomination Committee has considered the remuneration policy and recommends that shareholders approve the following resolution:

“Resolved that the Hulamin remuneration policy, set out here and which is deemed to be part of the annual general meeting notice, be endorsed.”

9.

Report back from the Transformation, Social and Ethics Committee on social and ethics matters pertaining to the company, which is attached hereto as Annexure A.

10.

To transact such other business as may be transacted at an annual general meeting.


Voting and proxies

The date on which shareholders must be recorded as such in the share register maintained by the transfer secretaries of the company for purposes of being entitled to receive the notice is Friday, 14 March 2014.

The record date on which shareholders must be recorded as such in the register maintained by the transfer secretaries of the company for the purposes of being entitled to attend and vote at the annual general meeting, is Thursday, 17 April 2014. The last day to trade for the purposes of being entitled to attend and vote at the annual general meeting is therefore Thursday, 10 April 2014.

Any shareholder who holds certificated ordinary shares in the company or who holds dematerialised ordinary shares in the company through a Central Securities Depository Participant (CSDP) and who has selected “own name” registration, may attend, speak and vote at the annual general meeting or may appoint any other person or persons (none of whom need be a shareholder) as a proxy or proxies, to attend, speak and vote at the annual general meeting in such shareholder’s stead.

Should any shareholder who holds dematerialised ordinary shares in the company and has not selected “own name” registration, wish to attend, speak and vote at the annual general meeting, such shareholder should timeously inform his CSDP or broker for the purposes of obtaining the necessary letter of representation from such shareholder’s CSDP or broker to attend the annual general meeting or timeously provide such shareholder’s CSDP or broker with such shareholder’s voting instruction in order for the CSDP or broker to vote on such shareholder’s behalf at the annual general meeting.

On a show of hands, every shareholder of the company present in person or represented by proxy shall have one vote only. On a poll, every shareholder of the company shall have one vote for every share held in the company by such shareholder.

A proxy form is enclosed for use by shareholders holding certificated ordinary shares in the company or dematerialised ordinary shares in the company through a CSDP and who have selected “own name” registration. Such proxy form, duly completed, must be forwarded to reach the company’s transfer secretaries, Computershare Investor Services (Pty) Ltd, Ground Floor, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107) by no later than 15:00 on Tuesday, 22 April 2014. Any forms of proxy not lodged by this time may be handed to the chairperson of the annual general meeting immediately prior to its commencement. The completion of a proxy form will not preclude a shareholder from attending the annual general meeting.

Shareholders are encouraged to attend the annual general meeting. All meeting participants (including proxies) will be required to provide identification reasonably satisfactory to the chairman of the meeting. Acceptable forms of identification include valid identity documents, passports and driver’s licences.

Electronic participation by shareholders

Should any shareholder (or any proxy for a shareholder) wish to participate in the annual general meeting by way of electronic participation, that shareholder should make application in writing (including details as to how the shareholder or its representative (including its proxy) can be contacted) to so participate to the transfer secretaries, at their address below, to be received by the transfer secretaries by no later than 15:00 on Monday, 14 April 2014 in order for the transfer secretaries to arrange for the shareholder (or its representative or proxy) to provide reasonably satisfactory identification to the transfer secretaries for the purposes of section 63(1) of the Companies Act and for the transfer secretaries to provide the shareholder (or its representative) with details as to how to access any electronic participation to be provided. The company reserves the right to elect not to provide for electronic participation at the annual general meeting in the event that it determines that it is not practical to do so. The costs of accessing any means of electronic participation provided by the company will be borne by the shareholder (or its representative or proxy). It should be noted, however, that voting will not be possible via the electronic facilities and shareholders wishing to vote their shares will need to be represented at the meeting either in person, by proxy or by letter of representation, as provided for in the annual general meeting notice.

By order of the board

Willem Fitchat
Company Secretary

20 February 2014

Registered office: Moses Mabhida Road, Pietermaritzburg, KwaZulu-Natal
Transfer Secretaries: Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg, 2001
(PO Box 61051, Marshalltown, 2107)