Notice is hereby given that the 28th annual general meeting of shareholders of KAP International Holdings Limited (the company) will be held at the Steinhoff Whitehouse, 3a Eton Road, Parktown, Johannesburg on Tuesday, 16 May 2006, at 13h00 to consider the following and, if deemed fit, passing, with or without modification, the resolutions set out below:
To consider and adopt the audited annual financial statements of the company and the group for the year ended 31 December 2005.
To approve the directors’ remuneration in terms of the company’s articles of association for the year ended 31 December 2005, as disclosed in the annual financial statements.
To elect directors in the place of those directors retiring in accordance with the company’s articles of association. Retiring directors are eligible and available for re-election and both directors have indicated that they are available for re-election.
Directors retiring by rotation at the annual general meeting are Messrs C E Daun and M J Jooste.
Brief particulars of these directors are reflected under directors and officers.
To elect directors appointed by the board, and retiring in accordance with the articles of association of the company. Retiring directors are eligible and available for re-election and both directors have indicated that they are available for re-election.
Directors appointed by the board and retiring at the annual general meeting are Messrs J P Haveman and D M van der Merwe.
Brief particulars of these directors are reflected under directors and officers.
To confirm the reappointment of Deloitte & Touche as the auditors until the next annual general meeting and to authorise the directors to fix their remuneration.
To consider and, if deemed fit, to pass the following ordinary resolution with or without modification:
“Resolved that the unissued ordinary shares in the capital of the company be placed under the control of the directors who shall be authorised to allot and issue these shares at such time and on such terms and conditions as they may determine, subject to section 221 of the Companies Act, 1973 (Act 61 of 1973), as amended (“The Act”), the articles of association of the company and the Listings Requirements of the JSE Limited.”
To consider and, if deemed fit, to pass the following ordinary resolution with or without modification:
“Resolved that this resolution, subject to ordinary resolution number 6 being passed, in the form proposed or any modified form, and subject to not less than 75% of the votes cast by those shareholders of the company present in person or represented by proxy and entitled to vote at this meeting at which this resolution is proposed, voting in favour of this resolution, the directors of the company be and they are hereby authorised by way of a general authority to issue all or any of the authorised but unissued ordinary shares in the capital of the company for cash, as and when they in their discretion deem fit, subject to The Act, the articles of association of the company and the Listings Requirements of the JSE Limited, provided:
Subject to the passing of Special Resolution Number 1, to pass the following ordinary resolution without modification:
“Resolved that the company by way of a specific approval in terms of the Listing Requirements of the JSE read with Article 33.7 of the company’s articles of association, as declared by the board on 10 March 2006, ratifies and approves the distribution and payment to shareholders of the company, in terms of section 90 of the Act, from the share premium account in the amount of 12 cents per share, in the total amount of R50 791 928.88 which payment will be made on 12 June 2006.”
To transact such other business as may be transacted at an annual general meeting.
To amend the articles of association of the company by:
| “33.7 | The company may from time to time reduce its share capital, stated capital, any capital redemption fund or any share premium account in any manner permitted by law, and with, and subject to, the consent required by law. Without limiting the generality of the aforegoing, the company may by special resolution acquire shares issued by the company, acquire shares in its holding company (if any), and subsidiaries of the company (if any) may acquire shares in the company. Anything done in pursuance of this article shall be done subject to and in accordance with – |
| 33.7.1 | the provisions of the Act; and/or |
| 33.7.2 | the terms of the special resolution authorising the same; and/or |
| 33.7.3 | the restrictions and procedures imposed by a stock exchange on which the company’s shares may be listed; and/or |
| 33.7.4 | the restrictions and procedures imposed by any other regulatory body other than that referred to in article 33.7.3; and/or |
| 33.7.5 | insofar as articles 33.7.1, 33.7.2, 33.7.3 or 33.7.4 are not applicable, such manner as the directors may direct.” |
The reason for this resolution is to enable the company to make a capital distribution to shareholders and to allow the company or its subsidiaries to repurchase shares.
Each member, including a member who has dematerialised his/her shares through a Central Securities Depository Participant (CSDP) and has elected to have those shares registered in his/her own name, entitled to attend and vote at the general meeting, may appoint one or more proxies to attend, speak and vote in his/her stead. A proxy need not be a member of the company. A member, who has dematerialised his/her shares (other than those with “own name registration”), who wishes to attend the annual general meeting must instruct his/her CSDP or broker to issue them with the necessary written authority in terms of the custody agreement entered into between the shareholder and his/her CSDP or broker, to attend the annual general meeting or if such shareholders wish to vote by way of proxy they should provide the CSDP or broker with their voting instruction.
A form of proxy is attached for those shareholders who wish to be so represented. Duly completed forms of proxy together with the documents conferring the authority to the signatory and under which it is signed (if any) must be forwarded to the company’s transfer secretaries, Computershare Investor Services 2004 (Pty) Limited, 70 Marshall Street, Johannesburg, 2001, or Computershare Investor Services 2004 (Pty) Limited, PO Box 61051, Marshalltown, 2107, so as to arrive not less than 48 hours (excluding Saturdays, Sundays and public holidays) before the time fixed for the meeting.
By order of the board
![M Balladon [signature]](../i/sign_m_balladon.gif)
M Balladon
Company secretary
10 March 2006
