90 / 98
(e)
the Company may only appoint one agent at any point in time to effect any repurchase(s) on the Company’s behalf;
(f)
the authorisation thereto is given by the Company's memorandum of incorporation;
(g)
the Company or its subsidiary may not repurchase ordinary shares during a prohibited period unless it has in place a
repurchase programme where the dates and quantities of securities traded during the relevant period are fixed (not subject to
any variation) and has been submitted to the JSE in writing. The Company must instruct an independent third party, which
makes its investment decisions in relation to the Company's securities independently and uninfluenced by the Company,
prior to the commencement of the prohibited period to execute the repurchase programme submitted to the JSE ;
(h)
the general authority may be varied or revoked by special resolution of the members prior to the next annual general
meeting of the Company; and
(i)
should the Company or any subsidiary cumulatively repurchase, redeem or cancel 3% (three percent) of the initial number of
the Company’s ordinary shares in terms of this general authority and for each 3% (three percent) in aggregate of the initial
number of that class thereafter in terms of this general authority, an announcement shall be made in terms of the Listings
Requirements of the JSE.”
Having considered the effect on the Company of the maximum repurchase under this annual general authority, the directors are of
the opinion that:
g
g
the Company shall meet a solvency and liquidity test as contemplated in the Act;
g
g
the Company and the Group will be able to pay its debts for a period of 12 (twelve) months after the date of this notice of annual
general meeting;
g
g
the assets of the Company and the Group will be in excess of the liabilities of the Company and the Group for a period of 12 (twelve)
months after the date of this notice of annual general meeting which assets and liabilities have been valued in accordance with the
accounting policies used in the audited consolidated annual financial statements of the Group for the year ended 31 March 2018;
g
g
the share capital and reserves of the Company and the Group will be adequate for the ordinary course of business purposes for a
period of 12 (twelve) months after the date of this notice of annual general meeting; and
g
g
the working capital of the Company and Group are considered adequate for ordinary business purposes for a period of 12 (twelve)
months after the date of this notice of annual general meeting.
Reason for and effect of special resolution number 1
The reason for the special resolution is to grant the Company a general authority or permit a subsidiary Company to acquire
ordinary shares in the Company. The effect of this special resolution is to confer a general authority on the Company or a subsidiary
to repurchase ordinary shares in the Company which are in issue from time to time.
The Board has considered the impact of a repurchase of up to 5% (five percent) of the Company’s shares, being within the maximum
permissible under a general authority in terms of the JSE Listings Requirements. Should the opportunity arise and should the
directors deem it in all respects to be advantageous to the Company to repurchase such shares, it is deemed appropriate that the
Company or a subsidiary be authorised to repurchase the Company’s shares. Any shares that may be repurchased for the time being
shall be in connection with awards made in the normal course in respect of the Company’s Forfeitable Share Plan. During the 2018
financial year, the Company acquired 2 108 969 shares in the market for purposes of awards of the Forfeitable Share Plan.
Disclosure in terms of section 11.26 of the JSE Listings Requirements
The JSE Listings Requirements require the following disclosures, which are disclosed in the audited consolidated annual financial
statements and this Integrated report as set out below:
Page
Major shareholders
78
Share capital
Authorised
4 000 000 000 ordinary shares of no par value
Issued
1 721 413 781 ordinary shares of no par value
Directors’ responsibility statement
The directors, whose names appear on page 54 collectively and individually accept full responsibility for the accuracy of the
information pertained to this special resolution and certify to the best of the their knowledge and belief 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 this special resolution contains all the information required by the JSE Listings Requirements.
Material change
There has been no material change in the affairs of or financial position of the Company and its subsidiaries since year end.
Notice of annual general meeting
continued
86
Vodacom Group Limited
Integrated report for the year ended 31 March 2018