Notice of annual general meeting

 
Sanlam Limited
(Incorporated in the Republic of South Africa)
(Registration No 1959/001562/06)
JSE share code: SLM/ NSX share code: SLA
ISIN: ZAE000070660
 
Notice is hereby given of the thirteenth annual general meeting ("AGM") of the Members of Sanlam Limited ("the Company"), which will be held on Wednesday, 8 June 2011 at 14:00* in the CR Louw Auditorium, Sanlam Head Office, 2 Strand Road, Bellville, to consider and, if deemed fit, to pass, with or without modification, the following resolutions: 
 
Ordinary resolutions

Ordinary Resolution No 1

1. To receive and consider the annual financial statements of the Group and the Company for the year ended 31 December 2010. 
 

Ordinary Resolution No 2

2. To reappoint Ernst & Young Inc, as nominated by the Company's Audit Committee, as independent auditors of the Company to hold office until the conclusion of the next AGM of the Company. It is to be noted that Mr MP Rapson is the individual and designated auditor who will undertake the Company's audit for the financial year ending 31 December 2011. 
 

Ordinary Resolution No 3

3. To individually re-elect the following retiring directors appointed by the Board on 25 March 2011 in casual vacancies or as additional directors in terms of article 13.2 of the Company's Articles of Association, all being eligible, and offering themselves for re-election**: 
   
 
P Buthelezi
P de V Rademeyer
CG Swanepoel
   
  The Board recommends the re-election of these directors. 
 

Ordinary Resolution No 4

4. To individually re-elect the following directors of the Company, who retire by rotation in terms of article 14 of the Company's Articles of Association, all being eligible, and offering themselves for re-election***: 
   
 
MV Moosa
I Plenderleith
   
  The Board recommends the re-election of these directors.

Please note that AS du Plessis and GE Rudman also retire by rotation but have decided not to offer themselves for re-election. The Board has decided to close these two vacant Board positions. 
 

Ordinary Resolution No 5

5. To individually elect the following independent directors of the Company as the members of the Sanlam Audit, Actuarial and Finance Committee until the conclusion of the next AGM of the Company***: 
   
 
FA du Plessis
I Plenderleith
P de V Rademeyer
CG Swanepoel
   
  The Board recommends the election of these directors. 
 

Ordinary Resolution No 6

6. To cast an advisory vote on the Company's 2011 Remuneration Policy****. 
 

Ordinary Resolution No 7

7. To note the total amount of directors' remuneration, set out in the Integrated Annual Report, non-executive directors and executive directors for the financial year ended 31 December 2010. 
 

Ordinary Resolution No 8

8. To consider and approve a 7% increase in all Board and Committee fees including the allinclusive remuneration package of the Chairman for the period 1 July 2011 up to 30 June 2012. 
 
The meeting will start promptly at 14:00. Due to the electronic voting system, no late registrations will be allowed.
**  Refer to short CV’s of recent Board appointments.
***  Refer to the Integrated Annual Report for a biography of each director.
****  Refer to the Integrated Annual Report for the Remuneration Policy.
 
Special resolution

Special Resolution No 1

9. To consider and, if approved, to pass, the following Special Resolution number 1:

Resolved that :

"In terms of article 37 of the Articles of Association of the Company ("Articles") (or Memorandum of Incorporation of the Company ("MOI")), the Company hereby approves, in accordance with sections 85 and 89 of the Companies Act, No 61 of 1973 ("the Companies Act") or, if the Companies Act, No 71 of 2008 ("the New Companies Act") has come into effect prior to the date of the annual general meeting ("AGM") at which this resolution is proposed, section 48 of the New Companies Act, whether by way of a single transaction or a series of transactions:  
 
(a) the purchase of any of its securities by the Company or any subsidiary of the Company; and 
(b) the purchase by and/or transfer to the Company of any of its securities purchased by any of its subsidiaries pursuant to (a) above, 
   
  upon such terms and conditions and in such amounts as the directors of the Company or its subsidiaries may from time to time decide, but subject to the provisions of the Companies Act or the New Companies Act, the JSE Limited ("the JSE") Listings Requirements and any other stock exchange upon which the securities of the Company may be quoted or listed from time to time, and subject to such other conditions as may be imposed by any other relevant authority, provided that: 
 
> authority shall only be valid up to and including the date of the Company's next AGM, on condition that it does not extend beyond 15 months from the date of this resolution; 
> ordinary shares to be purchased pursuant to (a) above may only be purchased through the order book of the JSE trading system and done without any prior understanding or arrangement between the Company and/or the relevant subsidiary and the counterparty; 
> the general authority to purchase securities in the Company pursuant to (a) above be limited in any one financial year to a maximum of 20% of the Company's issued share capital of that class at the time the authority is granted; 
> purchases pursuant to (a) above must not be made at a price more than 10% above the weighted average of the market value of the securities for the 5 (five) business days immediately preceding the date of the repurchases; 
> at any point in time, the Company may only appoint one agent to effect any repurchase on the Company's behalf or on behalf of any of its subsidiaries; 
> in respect of any purchase following the coming into effect of the New Companies Act, the Board of the Company has resolved (i) to authorise a purchase of securities in the Company, (ii) that the Company has passed the solvency and liquidity test as contemplated in the New Companies Act, and (iii) that, since the solvency and liquidity test was applied, no material change has occurred in the financial position of the Company and its subsidiaries ("the Group"); 
> the Company or its subsidiaries may not repurchase securities during a prohibited period unless a repurchase programme is in place where the dates and quantities of securities to be traded during the relevant period are fixed and where full details of the programme have been disclosed in an announcement on SENS prior to the commencement of the prohibited period; 
> an announcement complying with paragraph 11.27 of the JSE Listings Requirements be published by the Company (i) when the Company and/or its subsidiaries have cumulatively repurchased 3% of the number of ordinary shares in issue as at the time the general authority was given and (ii) thereafter, for each 3% in aggregate of the initial number of ordinary shares in issue as at the time the general authority was given, acquired by the Company and/or its subsidiaries; and 
> in the event that the New Companies Act has come into effect prior to the date of the general meeting at which this resolution is proposed and the Articles (or MOI) does not require this resolution to be proposed and adopted as a special resolution, it be adopted as an ordinary resolution, provided that it is supported by at least 75% of the voting rights exercised on the resolution." 
 
Reason and effect
The reason for and effect of this Special Resolution or Ordinary Resolution, as the case may be, is to grant a general authority to enable the Company, or any subsidiary of the Company, to acquire securities which have been issued by the Company including the subsequent purchase and transfer to the Company of any securities so acquired by its subsidiaries. 
 
Statement of intent
The Board shall authorise and implement a purchase of the Company’s securities only if prevailing circumstances (including the tax dispensation and market conditions) warrant same, and should the Board, having considered all reasonably foreseeable financial circumstances of the Company at that time, reasonably conclude that the following requirements have been and will be met:
 
> immediately following such purchase, the consolidated assets of the Company and the Group, fairly valued in accordance with International Financial Reporting Standards and in accordance with the accounting policies used in the Company and the Group annual financial statements for the year ended 31 December 2010, will be in excess of the consolidated liabilities of the Company and the Group; 
> the Company and the Group will be able to pay their debts as they become due in the ordinary course of business for a period of 12 (twelve) months after the date on which the Board considers that the purchase will satisfy the immediately preceding requirement and this requirement; 
> the issued share capital and reserves of the Company and the Group will be adequate for the purposes of the business of the Company and the Group for a period of 12 (twelve) months after the date of the notice of the AGM of the Company; and 
> the Company and the Group will have adequate working capital for ordinary business purposes for a period of 12 (twelve) months after the date of this notice. 
 
Disclosures in the Integrated Annual Report in terms of paragraph 11.26(b) of the JSE Listings Requirements 
The following disclosures are required in terms of paragraph 11.26 (b) of the JSE Listings Requirements, which appear in the Integrated Annual Report of which this notice forms part, and are provided for purposes of the Special Resolution or Ordinary Resolution, as the case may be:
 
> the Company's directors and management;
> major shareholders;
> directors’ interests in securities;
> share capital of the Company; and
> material litigation.
 
Directors’ responsibility statement
View the directors, whose names appear in the Integrated Annual Report, collectively and individually accept full responsibility for the accuracy of the information pertaining to the above Special Resolution or Ordinary Resolution, as the case may be, and certify that:
 
> to the best of their knowledge and belief there are no other facts, the omission of which would make any statement false or misleading; 
> they have made all reasonable enquiries in this regard; and 
> the above Special or Ordinary Resolution, as the case may be, contains all information required. 
 

Ordinary Resolution No 9

10. To consider and, if approved, to pass the following Ordinary Resolution No 9:

Resolved that:

"Any director of the Company and, where applicable, the Company Secretary be and is hereby authorised to do all such things, sign all such documentation and take all such actions as may be necessary to implement the aforesaid Ordinary and Special Resolutions". 
 
General notes
1. A member entitled to attend, speak and vote at the meeting may appoint a proxy to attend, speak and vote in his or her stead. 
2. Sanlam shareholders who hold share certificates for their Sanlam ordinary or Sanlam 'A' deferred shares or have dematerialised their Sanlam ordinary shares and have them registered in their own name or in the name of Sanlam Share Account (Proprietary) Limited or Sanlam Fundshares Nominee (Proprietary) Limited, but who are unable to attend the meeting and wish to be represented there at, should complete and return the enclosed form of proxy, in accordance with the instructions contained therein, to the transfer secretaries, Computershare Investor Services (Proprietary) Limited, Ground Floor, 70 Marshall Street, Johannesburg, 2001 (Private Bag X105, Marshalltown, 2107). The form of proxy must be received by no later than 14:00 on Monday, 6 June 2011. 
3. Sanlam ordinary shareholders who hold their dematerialised Sanlam ordinary shares through a bank or broker nominee and wish to cast their votes at this meeting or wish to attend the meeting in person, must contact their bank or broker. 
4. A person representing a corporation/company is not deemed to be a proxy as such corporation/ company can only attend a meeting through a person, duly authorised by way of a resolution to act as representative. A notarially certified copy of such power of attorney or other documentary evidence establishing the authority of the person signing the proxy in a representative capacity must be attached to the proxy form. Such person enjoys the same rights at the meeting as the shareholding corporation/company. 
5. A member whose shares are held by Sanlam Share Account (Proprietary) Limited or Sanlam Fundshares Nominee (Proprietary) Limited is empowered by such relevant nominee company to act and vote at the meeting. 
6. On a show of hands, every shareholder present in person or every proxy or duly authorised representative representing shareholders shall have only one vote, irrespective of the number of shareholders or shares he/she represents or holds. 
7. On a poll, every shareholder present in person or represented by proxy or duly authorised representative shall have one vote for every Sanlam share held by such shareholder. 
8. A resolution put to the vote shall be decided on a show of hands unless, on or before the declaration of the results of the show of hands, a poll shall be demanded by any person entitled to vote at the meeting. If a poll is so demanded, the resolution put to the vote shall be decided on a poll. 
9. Sanlam's Articles of Association (Article 31.12) provides for an electronic voting process, for which purposes electronic handset devices will be used. 
 
By order of the Board

Sana-Ullah Bray
Company Secretary

Bellville
9 March 2011