Shareholder information Phuthuma Nathi Notice of annual general meeting continued 4. Ordinary resolution number 4: Appointment of the independent external auditor To reappoint, on the recommendation of the company’s audit committee, the rm Ernst & Young Incorporated (EY) as independent registered external auditor of the company (noting that Hlengiwe Dlamini is the individual registered auditor of that rm who will undertake the audit) for the period until the next AGM. EY was elected as the external auditors for the company at the AGM held on 24 August 2022 for the period from 1 April 2023 until the AGM to be held on 23 August 2023. The audit committee recommends that EY be reappointed as the external auditors of the company until the next AGM. The audit committee’s recommendation has been approved by the board. 5. Ordinary resolution number 5: Appointment of audit committee members To appoint, each by way of a separate ordinary resolution, the directors named below as audit committee members of the company, as required in terms of the Companies Act and recommended by the King IV Report on Corporate Governance™ for South Africa, 2016 (King IV*): 5.1 Mandla Langa (chair of the committee) 5.2 James Hart du Preez 5.3 Adv Kgomotso Ditsebe Moroka SC Brief biographies in respect of each director are available on pages 15 and 16 of the integrated annual report. * Copyright and trademarks are owned by the Institute of Directors in South Africa NPC and all of its rights are reserved. The board and the nomination committee are satis ed that the company’s audit committee members are suitably skilled and experienced independent non-executive directors. Collectively, they have suf cient quali cations and experience to ful l their duties, as contemplated in regulation 42 of the Companies Act. They have a comprehensive understanding of nancial reporting, internal nancial controls, risk management and governance processes in the company, as well as International Financial Reporting Standards (IFRS) and other regulations and guidelines applicable to the company. They keep up to date with developments affecting their required skills set. The board unanimously recommends that the ordinary resolutions numbered 5.1 to 5.3 be approved by shareholders of the company. The appointments are to be conducted as a series of votes, each of which is on the candidacy of a single individual to ll a single vacancy, and in each vote to ll a vacancy, each voting right entitled to be exercised, may be exercised once. 6. Ordinary resolution number 6: Authorisation to implement resolutions Each of the directors of the company is authorised to do all things, perform all acts and sign all documents necessary or desirable to effect the implementation of the resolutions adopted at this AGM. Phuthuma Nathi Investments (RF) Limited Integrated annual report 2023 142
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