to read the VKB ANNUAL REPORT 2014

Notice of
Annual General Meeting
VKB AGRICULTURE (PTY) LTD
Head Office
31 President CR Swart Street, Reitz, 9810
PO Box 100, Reitz, 9810
Tel: +27 (0) 87 358 8111
[email protected]
www.vkb.co.za
Notice of Annual General Meeting
VKB AGRICULTURE (PTY) LTD
Registration number 2011/007000/07
(“the Company”)
Notice is hereby given that the Annual General Meeting of Shareholders will be held as indicated:
Place
Venue
Date
Time
Reitz
Mooigelegen (Piet Meintjies)
12 September 2014
14:00
in order to deal with the matters set out herein and to consider the ordinary and special resolutions and to accept these should
they be acceptable. The Board of Directors would also like to use this opportunity to honour shareholders who have been
members of VKB for more than 50 years. A special invitation will be extended to the relevant shareholders to for this purpose.
All shareholders are entitled to attend and vote at the meeting. For the purposes of the meeting the shareholders’ register of
the Company as on Monday, 11 August 2014, will determine who are shareholders, and the said date is deemed to be the
record date as contemplated in Section 59 of the Companies Act, 71 of 2008 (“the Act”).
Participants in the meeting must provide satisfactory identification – a valid South African identity document or passport or
proof of membership of the Company, as required by Section 63 of the Act.
A shareholder who cannot attend the meeting may appoint a proxy to represent them at the meeting and to speak and vote
on their behalf. The proxy form enclosed herein must be used for this purpose and submitted by post, by fax or electronically to
the registered office of the Company on or before 10 September 2014 at 14:00, in accordance with the directives contained
in the notice.
You are cordially invited to attend the function after the meeting has adjourned.
This meeting will be preceded by the following information meetings:
Tuesday
2 Sep
Wednesday
3 Sep
Thursday
4 Sep
10:00
11:00
Tom Burke (Boereverenigingsaal
– Ellisras Road)
16:00
Vivo (Camp Aquila – R522 Vivo/
Louis Trichardt Road)
16:00
Letsitele (Letaba Junction
– R71 Tzaneen/Phalaborwa)
Modimolle (Weesgerus Holiday Resort)
Monday
8 Sep
10:00
Petrus Steyn (VKB Mechanisation)
15:00
Bethlehem (Royal Terrace)
Tuesday
9 Sep
10:00
Frankfort (River Resort)
15:00
Villiers (Sandleem Study Group Hall)
Wednesday
10 Sep
10:00
Vrede (Commercial Branch)
Friday
12 Sep
15:00
Warden (Boereverenigingsaal)
14:00
Annual General Meeting
The minutes of the 2013 Annual General Meeting of Shareholders are available at www.vkb.co.za or may be requested from
the Company Secretary.
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Agenda
1. Opening
2. Constitution and welcome by Chairman
Founding of Club 50 and presentation of tokens of appreciation
3. Presentation of the Annual Financial Statements and accompanying reports
(Included on the CD together with the Annual Report)
4. Confirmation of non-executive directors
WARD NO. 3:
WARD NO. 4:
WARD NO. 5:
WARD NO. 15:
VREDE/MEMEL/ASCENT/WOUDZICHT/MORGENZON
PETRUS STEYN/HEILBRON/SENEKAL/HENNENMAN/LINDLEY
WARDEN/HARRISMITH/VERKYKERSKOP
LIMPOPO
MR ID DREYER
MR GF BESTER
MR G STEYN
MR LJ EKSTEEN
MR J VAN DER GOOT
5. Ordinary resolutions
5.1 APPOINTMENT OF AUDITORS
5.2 ELECTION OF THE AUDIT AND RISK COMMITTEE
6. Special resolutions
6.1 SHARES UNDER CONTROL OF THE BOARD
6.2 REMUNERATION OF DIRECTORS
6.3 FINANCIAL ASSISTANCE TO RELATED AND INTER-RELATED ENTITIES
6.4 AMENDMENT OF THE MEMORANDUM OF INCORPORATION
6.4.1 VOTING RIGHTS – TRANSFER/AMENDMENT OF TERMS OF SHARES
6.4.2 NOMINATION OF A SHAREHOLDER FROM OUTSIDE WARD AS WARD DIRECTOR
7. Discussion of general matters
8. Closure
BY ORDER OF THE BOARD OF THE COMPANY
ADV SC ERASMUS (Mrs)
COMPANY SECRETARY
REITZ
15 August 2014
Email: [email protected]
Tel: +27 (58) 863 8261
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Agenda
1. Opening
2. Constitution and welcome
Founding of Club 50 and handing over of tokens of appreciation
3. Presentation of the Annual Financial Statements and accompanying reports
(Included on the CD together with the Annual Report)
The Annual Financial Statements of the Company and its subsidiaries, including the reports by the auditors, the Audit and Risk
Committee, the Board of Directors, the Social and Ethics Committee, as well as the Remuneration Report for the year ended
31 March 2014, are submitted to the shareholders in terms of Section 30(3)(d) of the Companies Act 71 of 2008.
FOR NOTING
4. Confirmation of non-executive directors
Due to resignation, death, retirement and the expiry of terms of office, vacancies existed on the Board of Directors
of VKB. Nominations were requested and Messrs ID Dreyer, G Steyn, LJ Eksteen and J van der Goot were nominated
unopposed for their respective wards. At the ward elections held on 23 July 2014, Mr GF Bester was elected as director
of Ward 4. Mr PJ Cronje was the only nominee for Ward 8. However, he falls under Ward 7 and cannot, in terms of the
existing provisions of the Memorandum of Incorporation, be nominated for Ward 8. In view of the proposed amendment
of the Memorandum of Incorporation (6.4.2 of the Agenda) the Board of Directors has resolved on 26 June 2014 to co-opt
Mr Cronje for one year as member of the Board and as representative of Ward 8.
The appointment of the following directors is therefore confirmed:
Ward No. 3:
Ward No. 4:
Ward No. 5:
Ward No. 15:
Vrede/Memel/Ascent/Woudzicht/Morgenzon
Petrus Steyn/Heilbron/Senekal/Hennenman/Lindley
Warden/Harrismith/Verkykerskop
Limpopo
Mr ID Dreyer
Mr GF Bester
Mr G Steyn
Mr LJ Eksteen
Mr J van der Goot
FOR NOTING
5. Ordinary resolutions
(Must be supported by more than 50% of the voting rights exercised on the resolution)
5.1 APPOINTMENT OF AUDITORS
During its meeting held on 26 June 2014, the Board, on recommendation of the Audit- and Risk Committee, resolved as follows:
"That it be recommended to the Annual General Meeting of Shareholders that Enslins Bethlehem Incorporated be appointed
as auditors of VKB Agriculture (Pty) Ltd for the period that will end with the Annual General Meeting of Shareholders of 2015.
The nominated auditor complies with the requirements of Section 90(2) of the Companies Act, 71 of 2008."
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RECOMMENDED THAT:
Enslins Bethlehem Incorporated be appointed as auditors to VKB Agriculture (Pty) Ltd for the period that will end with the
Annual General Meeting of Shareholders of 2015.
5.2 ELECTION OF THE AUDIT AND RISK COMMITTEE
Given the legal and other duties and responsibilities of the Audit and Risk Committee it is vital for the committee to
collectively possess the expertise and experience to perform its functions. The Board considered the composition of the
committee and resolved as follows at its meeting held on 26 June 2014:
"That it be recommended to the Annual General Meeting that Messrs CF Fick, ID Dreyer, LJ Eksteen, JCP Bekker, as
well as Prof B Marx be appointed by way of separate resolutions as members of the Audit and Risk Committee for
VKB Agriculture (Pty) Ltd, NTK Landbou (Pty) Ltd, Grain Field Chickens (Pty) Ltd, Free State Oil (Pty) Ltd, Crown Bag (Pty)
Ltd and related companies Nu-Pro Feeds (Pty) Ltd and Nu-Pro Commodities (Pty) Ltd, for the period ending with the
2015 Annual General Meeting of Shareholders."
RECOMMENDED THAT:
The following persons be appointed by way of separate resolutions as members of the Audit and Risk Committee for
VKB Agriculture (Pty) Ltd, NTK Landbou (Pty) Ltd, Grain Field Chickens (Pty) Ltd, Free State Oil (Pty) Ltd, Crown Bag (Pty)
Ltd and related companies Nu-Pro Feeds (Pty) Ltd and Nu-Pro Commodities (Pty) Ltd, for the period ending with the
2015 Annual General Meeting of Shareholders:
Directors:
Co-opted member:
Messrs CF Fick, LJ Eksteen, ID Dreyer and JCP Bekker
Prof B Marx
6. Special resolutions
(Must be supported by at least 75% of the voting rights exercised on the resolution)
The following special resolutions are submitted for approval by the meeting:
6.1 SHARES UNDER CONTROL OF THE BOARD
The purpose of the resolution is to grant a renewable and general authorisation to the Board to issue shares to new
shareholders, buy back shares on resignation, death or sequestration/liquidation and otherwise deal with shares in
accordance with the Company’s Memorandum of Incorporation.
RECOMMENDED THAT:
The authorised but unissued shares of the Company be placed under the control of the Board until the next Annual General Meeting of Shareholders of 2015 and the Board be authorised to issue shares to new shareholders, buy back shares
and otherwise deal with shares in accordance with the VKB’s Memorandum of Incorporation.
6.2 REMUNERATION OF DIRECTORS
The Company may only remunerate its non-executive directors for their services as directors subject to and in
accordance with a special resolution approved by the shareholders during the previous two years, in accordance with
Sections 66(8) and (9) of the Companies Act, 71 of 2008. It is recommended that the current remuneration be increased
by 7%, as reflected hereunder. The daily allowances will remain unchanged.
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RECOMMENDED THAT:
1)
In view of the projected information reflected in the Annual Report, it be resolved as follows:
1.1) Remuneration of non-executive directors be approved as follows with effect from 1 September 2014 to
31 August 2015, in terms of Section 66(9) of the Companies Act, 71 of 2008:
Directors’ remuneration
Chairman
Vice-chairman
Directors
R286 760
R240 750
R194 740
Daily allowance: meetings
Chairman
Directors
R1 873
R1 552
Travelling costs
Travelling costs per kilometre be approved on a monthly basis in accordance with the AA-based running and
fixed costs with respect to actual travelling costs incurred.
1.2) Where directors of VKB are also directors of subsidiaries and related companies of VKB, the subsidiaries and
related companies concerned be responsible for paying the daily allowance and travelling costs of the
directors.
1.3) Executive directors be remunerated in terms of their contracts of employment.
1.4) An allowance of R500 per meeting be paid to the employees of VKB who have been nominated by VKB as
directors of GFC Beneficiaries Holdings (RF) (Pty) Ltd.
6.3 FINANCIAL ASSISTANCE TO RELATED AND INTER-RELATED ENTITIES
Section 45 of the Companies Act, Act 71 of 2008, requires financial assistance to related and inter-related entities to
be approved by the shareholders. VKB provides such assistance within the group in accordance with its budget as
approved by the Board. The Board is convinced that the company is in a position to provide the proposed financial
assistance; that the company will, immediately after the financial assistance has been provided, comply with the solvency and liquidity test; that given the figures, the business is liquid and will in the next twelve months be able to meet
its obligations, and that the assets of the business will exceed its liabilities even if the proposed assistance is provided. It
should be noted that this financial assistance does not include the debtors’ accounts in the normal course of business
and on normal trade terms. Furthermore, production finance will be granted to directors of VKB in accordance with
VKB’s Credit Policy and motor finance to VKB’s executive directors and prescribed officials in accordance with VKB’s
Staff Policy.
RECOMMENDED THAT:
As a general approval in terms of Section 45 of the Companies Act, 71 of 2008, the Company be authorised to provide
any direct or indirect financial assistance to any related or inter-related entities of the Company, as authorised by the
Board of directors in terms of Section 45(2) of the Act, which approval specifically includes that the Board may make any
arrangements on behalf of the Company that it deems fit for financing, assistance to or subsidising any of the Company’s
subsidiaries and/or entities in which the Company has an interest, and for the guarantee of its contracts, obligations or
liabilities, in whatsoever way, to a maximum amount of R900 000 000 (nine hundred million rand) and in accordance with
the prescribed conditions, for a period from the date of this resolution up to and including 31 August 2015.
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6.4 AMENDMENT OF THE MEMORANDUM OF INCORPORATION
At its meeting held on 27 March 2014 the Board of Directors resolved to recommend to the shareholders that the
Company’s Memorandum of Incorporation be amended as follows:
6.4.1 Voting rights – transfer/amendment of terms of shares
The purpose of the resolution is to ensure that, should any fundamental transaction or amendment of the terms
and conditions associated with shares be considered by the shareholders, a resolution in this regard be approved
by 75% of the shareholders who are entitled to cast a vote and not only 75% of those present/quorum.
RECOMMENDED THAT:
1)
Section 18.7.5 of VKB’s Memorandum of Incorporation should be amended to read as follows with regard to
special resolutions:
“For a special resolution to be approved by the shareholders, it must be supported by at least 75% of the votes
exercised over the resolution; excluding –
a) a special resolution in terms of Section 115 of the Companies Act, 71 of 2008;
b) a special resolution which deals with the transfer or negotiability of shares, or the amendment of terms and
conditions relating to any shares, in which case, in order to be approved, the special resolution must be
supported by 75% of the total votes which can be exercised over such a resolution.”
2)
The Company Secretary be authorised to implement this resolution.
6.4.2 Nomination of a shareholder from outside a ward as ward director
The purpose of the resolution is to amend the current provision in the Memorandum of Incorporation stipulating
that a ward director must be a member of the particular ward. The amendment is recommended in order to give
shareholders the option to nominate a shareholder from another ward.
RECOMMENDED THAT:
1)
Section 19.6 be added to VKB’s Memorandum of Incorporation with regard to the nomination of ward directors:
“Notwithstanding any other differently worded stipulation included herein, shareholders may elect a director who does not reside in the ward in question, provided that such a nominee is a shareholder in person of
the Company and is able to honour his responsibilities and obligations as required by legislation and as prescribed by the Board of Directors.”
2)
The Company Secretary be authorised to implement this resolution.
7. Discussions of general matters
8. Closure
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VKB AGRICULTURE (PTY) LTD
Head Office
31 President CR Swart Street, Reitz, 9810
PO Box 100, Reitz, 9810
Tel: +27 (0) 87 358 8111
[email protected]
www.vkb.co.za
Annual General Meeting of Shareholders
12 September 2014
PROXY
I/we (name of shareholder)
Membership number
Address
Being a shareholder of VKB, hereby appoint:
Name of proxy
Membership number
or in his absence or if I/we have not indicated a name above, the Chairman of the meeting or any director of
VKB, to act on my/our behalf at the Annual General Meeting of Shareholders to be held on 12 September 2014
or any adjournment or extension thereof and to vote on my/our behalf and in my/our interest with the following
instructions:
ORDINARY RESOLUTIONS
IN FAVOUR
AGAINST
ABSTAIN
IN FAVOUR
AGAINST
ABSTAIN
5.1 Appointment of auditors
5.2 Election of the Audit and Risk Committee:
5.2.1 CF Fick
5.2.2 LJ Eksteen
5.2.3 ID Dreyer
5.2.4 JCP Bekker
5.2.5 B Marx
SPECIAL RESOLUTIONS
6.1 Shares under the control of the Board
6.2 Remuneration of directors
6.3 Financial assistance to related and inter-related entities
6.4 Amendment of the Memorandum of Incorporation
6.4.1 Section 18.7.5 (Voting rights – transfer/amendment
of terms of shares)
6.4.2 Section 19.6 (Nomination of a shareholder from
outside a ward as ward director)
Indicate instruction to proxy by way of a cross in the space provided above.
SIGNED at
SHAREHOLDER
this
day of
2014.
CAPACITY
If signed as power of attorney for a legal
person, indicate the status, e.g. director,
member of CC, trustee of trust.

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