|(Registration number: IT312/2011)|
Notice is hereby given that the seventh annual general meeting ('the meeting') of the members of the Trust will be held on Monday, 22 May 2017 at 18:00, in the PPS Indaba Centre, 6 Anerley Road, Parktown, Johannesburg, for the following purposes:
“RESOLVED THAT the Members of the Trust hereby, in terms of clauses 12.2.3 and 31.1.3 of the existing deed of trust constituting the Trust, being the Second Amended and Restated Trust Deed ("Trust Deed"), hereby approve the amendment of the Trust Deed, with effect from the end of the AGM at which this resolution is adopted but subject to the Registrar of Long-term Insurance confirming in terms of clause 31.1.4 of the Trust Deed that he does not object to the amendment, by:
the replacement of the words "twenty-five" in the first line of clause 5.1 of the Trust Deed with the word "twenty";
the replacement of the word "twelve" in the first line of clause 5.3.1 of the Trust Deed with the word "ten"; and
the replacement of the words "the number nearest to, but not less than, one-third of their aggregate number, shall retire from office" in clause 188.8.131.52 of the Trust Deed with the words "the whole number nearest to, but less than, one-third of their aggregate number, shall retire from office".”
It is proposed to amend the current Trust Deed of the Trust in regard to the constitution of the Board of Trustees.
Clause 5.1 of the Trust Deed currently authorises a maximum aggregate number of twenty-five trustees, of which up to twelve (approximately half of the aggregate number) may be elected trustees in terms of clause 5.3.1. It is now proposed to reduce the maximum aggregate number in clause 5.1 to twenty trustees in order to streamline the Board, it being noted that in fact the Board is currently only composed of twenty trustees.
As a consequence of reducing the overall maximum size of the Board and in order to maintain the proportionality in terms of which half of the trustees will be elected trustees, the maximum number of elected trustees in clause 5.3.1 will be reduced from 12 to 10.
A consequence of reducing the number of elected trustees to ten would be that, pursuant to the requirement in clause 184.108.40.206 for at least one-third (rounded up to the nearest whole number) of the elected trustees to retire by rotation every year, four out of 10 elected trustees would have to retire every year. However, that proportion is deemed to be excessive and it is therefore proposed that the requirement will in future be for at least one-third (rounded down to the nearest whole number) of the elected trustees to retire by rotation every year. This will mean that three out of ten elected trustees will have to retire every year. (For the sake of completeness it is noted that, in terms of clause 220.127.116.11 of the Trust Deed, any trustee who has been in office for three years at the date of an AGM will also have to retire even though this would result in more than one-third of the Board retiring.) These provisions for staggered rotation of the elected trustees are aligned with the recommendations of the King IV Report on Corporate Governance.
The above proposed amendment of the Trust Deed has been approved by the Board in terms of clause 31.1.2 of the Trust Deed and, in terms of clause 12.2.3 requires the approval of resolution number 3 by at least 75% of the votes cast by members present at the annual general meeting. The proposed amendment of the Trust Deed is also subject to the approval of the Registrar of Long-term Insurance in terms of clause 31.1.4 of the Trust Deed.
Dr N G Campbell, Dr M J Grootboom, Mr P Ranchod and Mr S Trikamjee retire by rotation at the meeting in terms of the Trust Deed and, with the exception of Dr N G Campbell, have made themselves available for re-election.
The following trustees, being eligible for re-election and appointment, offer themselves for re-election and appointment as trustees of the Trust:
In addition, the following candidates have been nominated for election and appointment as trustees of the Trust in terms of the Trust Deed:
(Abbreviated biographical details of the persons referred to above are set out on pages 156 to 163 of this Integrated Governance Report).
The board of trustees currently consists of 20 trustees, all of whom were appointed in accordance with the Trust Deed. There are currently 10 elected trustees, of whom four are required to retire by rotation in terms of clause 7.2.1 of the current Trust Deed, following which there will be six elected trustees in office. If clause 5.3.1 of the Trust Deed is amended as proposed above, a maximum of 10 trustees may be appointed by the members in general meeting. If clause 5.3.1 of the Trust Deed is not amended as proposed above, a maximum of 12 trustees may be appointed by the members in general meeting. As a result, depending on whether clause 5.3.1 is so amended, there will be either four or six vacancies and there are eight nominees for these vacant positions (including the trustees who retire by rotation and who offer themselves for re-election and appointment). Each candidate will be voted upon by a separate resolution. In terms of the Trust Deed, if the number of persons approved by such resolutions exceeds the number of vacancies (being four or six), the result of the voting shall be determined in accordance with the number of votes cast in favour of each resolution so that the vacancies will be filled by the candidates receiving the highest number of favourable votes.
1 Exclusive of VAT.
In voting or passing any resolution:
A member who has more than 1 (one) vote may not split votes to exercise his/her votes in voting on any particular resolution but shall exercise all his/her votes either for or against the resolution or the member may abstain from voting on it.
Any member who is entitled to attend and vote at the meeting may appoint a proxy (who need not be a member of the Trust) to attend, speak and on a poll to vote or abstain from voting in his/her stead.
A form of proxy is included in this Integrated Report on pages 165 to 166 and is also available for downloading from www.pps.co.za. The form of proxy is accompanied by notes indicating the requirements for its completion. Forms of proxy which do not comply with these requirements will be rejected.
Forms of proxy must be delivered at one of the following addresses physically or via facsimile or email, to be received by, and marked for the attention of, the Secretary, by no later than 18:00 on Wednesday, 17 May 2016 (please note that additional requirements apply to proxies submitted in terms of a Power of Attorney or Order of Court, as set out in the notes to the Proxy Form):
By order of the board of trustees
|V E Barnard|
|The Professional Provident Society Holdings Trust|
|30 March 2017|