ZXSWB – Notice of Election of Directors
|Name of Issuer||Senwesbel Limited|
|Country of Incorporation||ZA|
Senwesbel Limited- Notice of Election of Directors
Senwesbel Limited the majority shareholder in Senwes Limited, hereby invites shareholders to submit nominations for candidates for the Board of Senwesbel Limited.
Senwesbel is listed on the restricted board of ZAR X, the licenced exchange.
- RETIREMENT IN TERMS OF THE MEMORANDUM OF INCORPORATION OF SENWESBEL (“MOI”) Messrs AJ (Dries) Kruger and JDM (Danie) Minnaar are required to retire at the upcoming annual general meeting of the Company in terms of the rotation provisions of the MOI.Subsequently two vacancies will arise on the board of directors, which need to be filled. Both Messrs AJ (Dries) Kruger and JDM (Danie) Minnaar are available for re-election for a further term of three years, subject to the provisions of the MOI.
- Written nominations by shareholders of the Company are hereby requested in terms of the MOI for competent persons to fill the above mentioned vacancies.
- Nominations must be done on the prescribed nomination form, which is available upon request from Senwes’ Head Office (the Senwes Company Secretary) and at “Senwes Village” (Hinterland Retail Branches).
- Each nomination must be signed by a proposer (who must be a shareholder of Senwesbel and may not be a nominee) and eight seconders (who must also be shareholders of Senwesbel).
- Each proposer and seconder may nominate and second only so many candidates as there are vacancies that have to be filled.
- A nominee is not required to hold any shares in the Company, and must be competent to serve as a director in terms of the MOI and the Companies Act and must further not be a competitor or act in competition with Senwes Limited or any of its businesses in the Senwes Group, or any business that is being managed by a member of the Senwes Group.
- Nominations will close on Wednesday, 2 May 2018 at 16:00 and duly completed nomination forms must reach the office of the Company Secretary at the under-mentioned address on or before the stipulated time.
Should more than two candidates be nominated, an extraordinary general meeting of the Company will be held on Friday, 25 May 2018 at a time and place to be announced, the purpose being to elect and appoint two directors by means of a shareholders resolution.
In the event that more than two candidates are nominated, each candidate shall be required to submit a comprehensive C.V. to the Company Secretary.
GUIDELINES FOR NOMINATIONS
Shareholders that contemplate nominations should take cognisance of the provisions of the MOI, as well as the ZAR X Listings Requirements, which imposes the principles of the King IV Report of Corporate Governance. .
- Should preferably have a high level of business knowledge and a good understanding of business practices;
- should have the ability to make sensible, informed decisions and be able to constructively participate in discussions and resolutions of the board of directors of the Company;
- should also be a person of unimpeachable integrity, have a strong sense of ethical values and must always have the best interests of the Company at heart;
- should have sufficient time available to attend to the matters of the Company;
- is not required to be a shareholder and it is not required that he/she has to reside in Senwes’ geographical or trading area. He/she does not have to be a farmer or be involved with the agricultural sector.
A nominee will be required to conduct a discussion with the Chair of the Company in order to be afforded the opportunity to discuss his/her expectations as well as those of the Company.
As elected candidates are also required to serve on the Senwes Board of Directors in terms of the MOI, candidates will also be requested to undertake an interview with the Senwes Nomination Committee, which is obliged in terms of the Companies Act and the ZAR X Listings Requirements to verify that candidates will qualify to serve as such in terms of the prescribed provisions.
by order of the Board of Directors
A E SCHOLTZ
1 Charel de Klerk Street
PO Box 31
Telephone number: 076 212 1776 / 012 803 0692
10 April 2018