STATUTORY
DIRECTORS’ REPORT
7. SPECIAL RESOLUTIONS
The following special resolutions were adopted at the previous annual general meeting held on 22 August 2019:
7.1. Special resolution no. 1: General authority to allot and issue shares;
As standing and general authority in terms of Section 41 of the Act, and as contemplated in clauses 6.3 and 6.4 of the Memorandum
of Incorporation, the company’s authorised but unissued share capital, as at the date of this resolution, be and are hereby
placed under the control of the directors of the company, until the next annual general meeting, to allot and issue such ordinary
shares to such person/s and on such terms and conditions as the directors may, at their sole discretion, determine; provided that
this authority includes the issue of ordinary shares, securities, options or rights attached thereto, to any directors, prescribed officers
or person related or inter-related to the company, or to a director, or prescribed officer of the company as contemplated in
Section 41(1) of the Act.
7.2. Special resolution no. 2: Authorisation to the company or a subsidiary of the company to acquire the shares of the company;
The shareholders of the company hereby authorise, by means of a general authority and by means of a single or a series of transactions,
the following:
a) The acquisition of any of its shares by the company or any subsidiary of the company, whether by means of a single transaction
or a series of transactions; and
b) The acquisition of and/or transfer to the company of any of its shares purchased by any of its subsidiaries in accordance with (a)
above, at such consideration and on such terms and conditions and in such quantities as may be determined by the directors
of the company or its subsidiaries from time to time, but subject to the provisions of the Act, an exchange’s listing requirements
(if applicable), and subject to such other conditions as may be required by any other authority, provided that:
1. Authorisation will only be valid until and up to the date of the company’s next annual general meeting;
2. The general authorisation to purchase shares in the company in accordance with (a) above in any 1 (one) financial year, will
be limited to a maximum of 10% (ten percent) of the company’s issued share capital of that class on the date upon which the
authorisation was granted;
3. The board of the company resolved (i) to authorise the acquisition of shares in the company, (ii) that the company passed
the solvency and liquidity test as contemplated in the Act, and (iii) that no material change has taken place in the financial
position of the company and its subsidiaries (“the group”) since the application of the solvency and liquidity test;
4. The company or its subsidiaries may not buy back shares during a closed period for trading in shares, unless a repurchase
programme has been put in place in which the dates and number of shares which may be traded during the relevant
period are indicated and in respect of which comprehensive particulars of the programme have been published to the general
public and shareholders by means of an announcement.
7.3. Special resolution no. 3: Financial assistance for subscription for securities;
As a general approval in terms of and subject to Section 44 of the Act, as amended, directors may authorise the company to grant
financial assistance (as defined in the Act) by a loan, guarantee, security or otherwise to any related company of the company for
purposes of, or in connection with, the subscription of any option, or any securities, issued or to be issued by the company or a
related or inter-related company, or for the purchase of any securities of the company or a related or inter-related company, which
specifically includes the board of directors making such arrangements on behalf of the company as they may deem necessary
for such financing, assistance or subsidisation of any of the company’s subsidiaries and/or associates and/or entities in which the
company has an interest and for guaranteeing its contracts, obligations or liabilities, in whatsoever manner, for a period of 24
months as from the date of this resolution being taken.
7.4. Special resolution no. 4: Approval of non-executive directors’ remuneration;
In accordance with Section 66(9) of the Act payment of remuneration for services as non-executive directors of the company be
approved for the period 1 September 2019 to 31 August 2020 as outlined.
8. INTEGRATED REPORTING
Senwesbel Limited acts as an investment holding company. The interest in Senwes Limited is the only investment held by
Senwesbel. Corporate governance, operational review, integrated and sustainability reports are not disclosed in the Senwesbel
financial report. These reports are disclosed in detail by Senwes. Refer to the Senwes website, www.senwes.co.za, for these reports.
9. CONTINGENT LIABILITIES
Senwes guarantees an amount of R100 million (2019: R200 million) relating to the overdraft facility of Hinterland Holdings (Pty) Ltd.
(2019: On 24 August 2017 the Competition Commission (CC) served an application on Senwes and Tradevantage to refer the alleged
contravention of the order to the Tribunal with a request of an administrative penalty. The matter has subsequently been settled
between the CC and Senwes. The settlement agreement consent hearing took place on 6 November 2019. Confirmation of the settlement
agreement was granted. No penalties were levied, and there were no financial implications for the group.)
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SENWESBEL ANNUAL FINANCIAL STATEMENTS 2020 Senwesbel Limited Reg no: 1996/017629/06