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Barloworld Limited
(Incorporated in the Republic of South Africa)
Reg No 1918/000095/06
JSE share code: BAW
ISIN: ZAE000026639
(company)
Notice is hereby given that the ninety-second annual general meeting of the members of the company will be held in the Tokyo Meeting Room, Barloworld Corporate Office, 180 Katherine Street, Sandton, on Thursday, 29 January 2009, at 12:30 for the purpose of considering the following business and if deemed fit, to pass, with or without modification, the following resolutions:
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Ordinary business |
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| 1.1 |
To receive and adopt the annual financial statements for the year ended 30 September 2008, including the directors’ report and the report of the auditors. |
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| 1.1.1 |
Ordinary resolution 1 |
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“Resolved that the group annual financial statements for the year ended 30 September 2008, including the directors’ report and the report of the auditors, be received and adopted.” |
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| 1.2 |
To elect directors in accordance with the provisions of articles 59.3.1 and 66 of the company’s articles of association.
Mr SS Ntsaluba, having been appointed during the financial year, is required to retire. Messrs PJ Blackbeard, MJ Levett, SB Pfeiffer, G Rodriguez de Castro Garcia de los Rios and
Ms SS Mkhabela are required to retire by rotation. All retiring directors are eligible and, except for Mr MJ Levett, they have offered themselves for election or re-election respectively.
Brief biographical notes of each director standing for election or re-election are set out on corporate governance page. |
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| 1.2.1 |
Ordinary resolution 2 |
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“Resolved that Mr PJ Blackbeard who retires in terms of article 66 of the articles of association of the company and is eligible and available for election, be and he is hereby re-elected as a director of the company.” |
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| 1.2.2 |
Ordinary resolution 3 |
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“Resolved that Ms SS Mkhabela who retires in terms of article 66 of the articles of association of the company and is eligible and available for election, be and she is hereby re-elected as a director of the company.” |
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| 1.2.3 |
Ordinary resolution 4 |
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“Resolved that Mr SS Ntsaluba who retires in terms of article 59.3.1 of the articles of association of the company and is eligible and available for election, be and he is hereby elected as a director of the company.” |
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| 1.2.4 |
Ordinary resolution 5 |
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“Resolved that Mr SB Pfeiffer who retires in terms of article 66 of the articles of association of the company and is eligible and available for re-election, be and he is hereby re-elected as a director of the company.” |
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| 1.2.5 |
Ordinary resolution 6 |
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“Resolved that Mr G Rodriguez de Castro Garcia de los Rios who retires in terms of article 66 of the articles of association of the company and is eligible and available for re-election, be and he is hereby re-elected as a director of the company.” |
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| 1.3 |
To reappoint Deloitte & Touche as external auditors and to authorise the directors to determine their remuneration for the past audit. |
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| 1.3.1 |
Ordinary resolution 7 |
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“Resolved that Deloitte & Touche be reappointed as the external auditors of the company and of the group until the termination of the next annual general meeting, and that their remuneration for the past audit be determined by the directors.” |
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| 1.4 |
To approve the non-executive directors’ fees. |
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| 1.4.1 |
Ordinary resolution 8 |
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“Resolved that in terms of article 61 of the company’s articles of association, the fees payable to the chairman and to the other non-executive directors for their services to the board, audit and the other committees of the board be revised with effect from 1 January 2009 as follows: |
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| Non-executive fees |
Present |
Proposed |
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| Chairman of the board, inclusive of fees payable as chairman of board committees |
R1 437 500 |
R1 437 500 |
| Resident non-executive directors |
R180 000 |
R204 500 |
| Non-resident non-executive directors |
£49 400 |
£51 600 |
| Chairman of the audit committee |
£23 000 |
£25 000 |
| Resident members of the audit committee |
R60 000 |
R68 150 |
| Non-resident members of the audit committee |
£12 000 |
£12 540 |
| Chairman of the remuneration committee (non-resident) |
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£16 000 |
| Chairman of the empowerment and transformation committee (resident) |
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R75 000 |
| Resident members of each of the board committees (excluding risk and sustainability committee) |
R45 000 |
R51 120 |
| Non-resident members of each of the board committees (excluding risk and sustainability committee) |
£3 000 |
£3 405 |
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| 2. |
Special business |
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As special business, to consider and, if deemed fit, pass with or without modification the following resolution: |
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| 2.1 |
Special resolution 1 |
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“Resolved that |
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(a)
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the directors of the company be authorised from time to time to acquire issued shares in the ordinary share capital of the company on the JSE Limited open market at a price no greater than 10% above the weighted average of the market value for the securities for the five previous business days immediately preceding the date on which the transaction was agreed or at a bid price no greater than the current trading price of the share; and the purchase by any of the company’s subsidiaries of shares in the company in the manner contemplated by and in accordance with the provisions of section 89 of the Companies Act, 1973, and other provisions which may be applicable;
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(b)
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the authorisation granted in terms of (a) above shall remain in force from the date of registration of these special resolutions by the Registrar of Companies until the conclusion of the next annual general meeting of the company and in any event, no later than 15 months from the date on which they were passed;
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(c)
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the repurchase by the company of its own securities in terms of (a) above may not exceed 10% of the company’s issued ordinary share capital in the aggregate in any one financial year or in the case of acquisition by any of the company’s subsidiaries, 10% of the issued ordinary share capital in the aggregate;
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(d)
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in the event that the directors are granted general authority to buy back a maximum 10% of the issued share capital of Barloworld, or in the case of acquisition by any of the company’s subsidiaries, 10% of the issued ordinary share capital in the aggregate, it is the opinion of the directors that following such maximum repurchase of shares:
• the company and the group would be able in the ordinary course of business to pay its debts for a period of 12 months after the date of notice issued in respect of the annual general meeting;
• the assets of the company and the group would be in excess of the liabilities of the company and the group. For this purpose, the assets and liabilities would be recognised and measured in accordance with the accounting policies used in the latest audited group annual financial statements;
• the ordinary capital and reserves of the company and the group would be adequate for a period of 12 months after the date of notice issued in respect of the annual general meeting; and
• the working capital of the company and the group would be adequate for a period of 12 months after the date of notice issued in respect of the annual general meeting;
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(e)
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the repurchase of securities to be effected through the order book operated by the JSE trading system and to be done without any prior understanding or arrangement between the company and the counterparty;
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(f)
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the authorisation to repurchase the shares is in accordance with the company’s articles of association;
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(g)
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that only one agent will effect the buyback on behalf of the company;
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(h)
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that after the repurchase has been effected the company will still comply with shareholder spread requirements of the JSE Limited;
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(i)
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the company and its subsidiary will not repurchase shares during a prohibited period; and
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(j)
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the company and its subsidiaries, prior to undertaking a repurchase, will obtain a working capital letter from its sponsor.”
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The reason for proposing and the effect of special resolution 1 is to grant the directors a general authority in terms of the Companies Act 61 of 1973, as amended, and subject to the Listings Requirements of JSE Limited and any other stock exchange upon which the shares of the company may be quoted or listed, for the acquisition by the Company or one of its subsidiaries of the company’s own shares on the terms set out above.
Detail in regard to other JSE Listings Requirements applying to special resolution 1
Details of the directors
Directors’ details can be found by referencing the table within this website.
Directors’ responsibility statement
The directors collectively and individually accept full responsibility for the accuracy of the information given and certify that to the best of their knowledge and belief there are no facts that have been omitted which would make the statement false or misleading.
Interests of directors
The interests of the directors in the share capital of the company are set within this website.
Major shareholders
Details of major shareholders of the company are set within this website.
Share capital of the company
Details of the share capital of the company are set within this website.
Material change
There has been no material change in the financial or trading position of the company and its subsidiaries since the date of publication of the company’s annual results on 17 November 2008.
Litigation
The company and its subsidiaries are not, and have not in the 12 months preceding the date of this notice of annual general meeting, been involved in any legal or arbitration proceedings which may have or have had a material effect on the financial position of the company and its subsidiaries, nor is the company aware of any such proceedings that are pending or threatened.
Registered holders of certificated ordinary shares and holders of dematerialised ordinary shares in their own name, may attend, speak and vote at the annual general meeting or are entitled to appoint a proxy to attend, speak and, on a poll, vote in his/her stead. The person so appointed need not be a member of the company. Proxy forms should be forwarded to reach the company’s transfer secretaries, Link Market Services, 11 Diagonal Street, PO Box 4844, Johannesburg 2000, South Africa, or United Kingdom registrars, Equiniti Limited, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6DA, England, by not later than 12:30 (South African time) on Tuesday, 27 January 2009.
Shareholders who have dematerialised their shares through a Central Securities Depositary Participant (CSDP) or stockbroker, and who have not elected own-name registration and wish to
attend the annual general meeting, should timeously inform their CSDP or stockbroker of their intention to attend the meeting and request such CSDP or stockbroker to issue them with the
necessary authority to attend. If they do not wish to attend the annual general meeting, they may provide such CSDP or stockbroker with their voting instructions.
2.2 To transact such other business as may be transacted at an annual general meeting.
S Mngomezulu
Secretary
Sandton
12 December 2008
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Review of operations 
