SPUR CORPORATION ltd PROXY FORM Spur Corporation Limited (Incorporated in the Republic of South Africa) (Registration number 1998/000828/06) Share code: SUR ISIN: ZAE 000022653 (“the company”) PROXY FORM To be completed by certificated shareholders and dematerialised shareholders with own name registration only. For use in respect of the annual general meeting to be held at 11:00 on 5 December 2014 at 14 Edison Way, Century Gate Business Park, Century City, Cape Town. Shareholders who have dematerialised their shares with a CSDP or broker, other than with own name registration, must arrange with the CSDP or broker concerned to provide them with the necessary authorisation to attend the annual general meeting or the shareholders concerned must instruct them as to how they wish to vote in this regard. This must be done in terms of the agreement entered into between the shareholder and the CSDP or broker concerned. Forms of proxy must be completed and delivered/posted to the Company’s transfer secretaries, Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg, 2001 (Postal Address: PO Box 61051, Marshalltown, 2107) to be received by no later than 11:00 on Thursday, 4 December 2014. I/We __________________________________________________________________________________________________________________ of (address) ___________________________________________________________________________________________________________ being a member of the company and holding _________________________________________________________ ordinary shares, appoint 1. ________________________________________________________________________________________________________ or failing him 2. ________________________________________________________________________________________________________ or failing him the chairman of the annual general meeting as my/our proxy to attend and speak and, on a poll, vote for me/us on my/our behalf at the annual general meeting of the Company held for the purpose of considering, and if deemed fit, passing with or without modification, the resolutions to be proposed thereat and at each adjournment or postponement thereof, and to vote for and/or against such resolutions and/or abstain from voting in respect of the shares in the issued share capital of the Company registered in my/our name/s in accordance with the following instructions (see note 3): For Against Abstain Ordinary resolutions Ordinary resolution number 1 – The adoption of the annual financial statements Ordinary resolution number 2 – The re-appointment of directors 2.1 Muzi Kuzwayo (independent non-executive director) 2.2 Keith Madders (non-executive director) Ordinary resolution number 3 – The re-appointment of the independent auditor and appointment of the designated auditor Ordinary resolution number 4 – The appointment of the audit committee for the ensuing year 4.1 Dean Hyde (chairman) 4.2 Dineo Molefe 4.3 Muzi Kuzwayo 4.4 Mntungwa Morojele Ordinary resolution number 5 – Endorsement of remuneration policy Special resolutions Special resolution number 1 – The authority to repurchase shares Special resolution number 2 – The authority to pay directors’ remuneration Special resolution number 3 – The authority to provide financial assistance (Please indicate instructions to proxy in the space provided above by the insertion therein of the relevant number of votes exercisable). A member entitled to attend and vote at the annual general meeting may appoint one or more proxies to attend, speak and vote in his stead. A proxy so appointed need not be a member of the Company. SIGNED AT ________________________________________ ON THE _______ DAY OF _______________________________________ 2014. SIGNATURE ____________________________________________________________________________________________________________ CAPACITY AND AUTHORISATION (see note 6) Please read the notes on the reverse side of this form of proxy. Notes 1. Shareholders who have dematerialised their shares with a CSDP or broker, other than with own name registration, must arrange with the CSDP or broker concerned to provide them with the necessary authorisation to attend the annual general meeting or the shareholders concerned must instruct them as to how they wish to vote in this regard. This must be done in terms of the agreement entered into between the shareholder and the CSDP or broker concerned. 2. A deletion of any printed matter and the completion of any blank spaces need not be signed or initialled. Any alteration must be signed, not initialled. 3. A shareholder may insert the name of a proxy or the names of two alternate proxies of the shareholder’s choice in the space provided, with or without deleting “the chairman of the annual general meeting”. The person whose name stands first on the form of proxy and who is present at the annual general meeting will be entitled to act as proxy to the exclusion of those whose names follow. 4. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by that shareholder in the appropriate space provided. Failure to comply with the above will be deemed to authorise the proxy to vote or to abstain from voting at the annual general meeting as he deems fit in respect of all the shareholder’s votes exercisable thereat. A shareholder or his proxy is not obliged to use all the votes exercisable by the shareholder or by his proxy, but the total of the votes cast and in respect of which abstention is recorded may not exceed the total of the votes exercisable by the shareholder or his proxy. 5. Where there are joint holders of shares and if more than one of such joint holders is present or represented, then the person whose name appears first in the register in respect of such shares or his proxy, as the case may be, shall alone be entitled to vote in respect thereof. 6. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be attached to this form, unless previously recorded by the transfer secretaries of the Company or waived by the chairman of the annual general meeting. 7. The completion and lodging of this form of proxy will not preclude the signatory from attending the annual general meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof should such signatory wish to so do. 8. The chairman of the annual general meeting may reject or, provided that he is satisfied as to the manner in which a member wishes to vote, accept any form of proxy which is completed other than in accordance with these instructions. 9.Proxies will only be valid for the purpose of the annual general meeting if received by the Company’s transfer secretaries, Computershare Investor Services (Pty) Ltd, 70 Marshall Street, Johannesburg, 2001 (Postal Address: PO Box 61051, Marshalltown, 2107) by no later than 11:00 on Thursday, 4 December 2014. Please note that in terms of section 58 of the Act: • • • the appointment of a proxy is revocable unless the proxy appointment expressly states otherwise. If the appointment of a proxy is revocable, a shareholder may revoke the proxy appointment by cancelling it in writing, or making a later inconsistent appointment of a proxy; and delivering a copy of the revocation instrument to the proxy, and to the Company. The revocation will take effect on the later of (i) the date stated in the revocation instrument; or (ii) the date on which the revocation instrument was delivered to the proxy and the Company. a proxy may delegate his/her authority to act on a member’s behalf to another person, subject to any restriction set out in this proxy form; and a proxy form must be delivered to the Company, or to the transfer secretary of the Company, namely Computershare Investor Services (Pty) Ltd, before a proxy exercises any of a member’s rights as a shareholder at the general meeting.
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