Proxy form - Netcare Limited

notice of annual general meeting
Proxy form
for the year ended 30 September 2014
Netcare Limited
Registration number: 1996/008242/06
(Netcare, the Company or the Group)
JSE share code: NTC
ISIN code: ZAE000011953
Form of proxy – for use at the 18th annual general meeting (AGM) of the Company to be held at 10h00 on Friday,
6 February 2015 in the Auditorium, Ground Floor, 76 Maude Street, Sandton, 2196.
This proxy form is only for use by:
1. Registered members who have not yet dematerialised their shares in the Company, and
2. Registered members who have already dematerialised their shares in the Company and are registered in their own
names in the Company’s sub-register*.
I/We (full name)
of (address)
ordinary shares in the Company,
do hereby appoint
or failing him/her,
or failing them, the Chairman of the meeting as my/our proxy to vote for me/us and on my/our behalf at the 18th annual
general meeting of the Company to be held on Friday, 6 February 2015 at 10h00 and at any adjournment thereof as follows:
Insert X in the appropriate block
1. Ordinary resolution 1: Approval of the annual financial statements
2. Ordinary resolution 2: Re-appointment of auditors
3. Ordinary resolution 3: Re-appointment of retiring directors
Ordinary resolution 3.1: T Brewer
Ordinary resolution 3.2: APH Jammine
Ordinary resolution 3.3: JM Watts
Ordinary resolution 3.4: N Weltman
4. Ordinary resolution 4: Appointment of Audit Committee members
Ordinary resolution 4.1: T Brewer
Ordinary resolution 4.2: APH Jammine
Ordinary resolution 4.3: N Weltman
5. Ordinary resolution 5: Authority to issue shares for cash
6. Non-binding resolution 6: Approval of remuneration policy for the year
ended 30 September 2014
7. Ordinary resolution 7: Signature of documents
8. Special resolution 1: General authority to repurchase shares
9. Special resolution 2: Approval of non-executive directors’ remuneration
for the period 1 October 2014 to 30 September 2015
10. Special resolution 3: Financial assistance to related or inter-related
companies in terms of Sections 44 and 45 of the Companies Act
Every person present and entitled to vote at the AGM as a member or as a representative of a body corporate shall, on a
show of hands, have one vote only, irrespective of the number of shares such person holds or represents, but in the event of
a poll, every share shall have one vote.
Indicate instructions to proxy by way of a cross in space provided above. Unless otherwise instructed, my/our proxy may vote
as he/she thinks fit.
Signed at
assisted by (if applicable)
day of
Members registered in their own names are members who have appointed Link Market Services South Africa (Pty) Limited as their Central Securities Depository
Participant with the express instruction that their uncertificated shares are to be registered in the electronic sub-register of members in their own names.
Please read the notes and instructions overleaf
NETCARE LIMITED Notice of annual general meeting 2014
Proxy form continued
A member may insert the name(s) of one or more proxies (none of whom needs to be a member of the Company) in
the space provided, with or without deleting the words Chairman of the meeting. The person whose name stands first
on the proxy form and has not been deleted and who is present at the meeting will be entitled to act as proxy to the
exclusion of those whose names follow. In the event that no names are indicated, the proxy shall be exercised by the
Chairman of AGM.
A member’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable
by that member in the appropriate box/boxes provided. Failure to comply with the above will be deemed to authorise
the proxy to vote as he/she thinks fit or, where the proxy is the Chairman, such failure shall be deemed to authorise
the Chairman to vote in favour of the resolutions in respect of all the members’ votes exercisable thereat.
The completion and lodging of this proxy form shall in no way preclude the member from attending, speaking and
voting in person at the AGM to the exclusion of any proxy appointed in terms hereof.
Should this proxy form not be completed and/or received in accordance with these notes, the Chairman may accept
or reject it, provided that in respect of this acceptance, the Chairman is satisfied as to the manner in which the member
wishes to vote.
Documentary evidence establishing the authority of the person signing the proxy form in a representative capacity
must be attached to this proxy form unless previously recorded by the Company’s Transfer Secretaries or waived by
the Chairman of the AGM.
Where this proxy form is signed under power of attorney, such power of attorney must accompany this form unless it
has previously been registered with the Company.
Where shares are held jointly, all joint holders are required to sign.
A minor must be assisted by his/her parent or guardian unless the relevant documents establishing his/her legal
capacity have been produced or have been registered by the Company’s Transfer Secretaries.
Any alteration or correction made to this proxy form must be signed in full and not initialled by the signatories.
This proxy form must be lodged at the registered office of the Company or the Transfer Secretaries, Link Market
Services South Africa (Pty) Limited, 13th Floor, Rennie House, 19 Ameshoff Street, Braamfontein, 2001
(PO Box 4844, Johannesburg, 2000), or by email: [email protected] not later than 48 hours before
the AGM.
NETCARE LIMITED Notice of annual general meeting 2014