Santam AR -2006 - Financialsindd by monkey6

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									NOTICE OF ANNUAL GENERAL MEETING

SANTAM LIMITED (Incorporated in the Republic of South Africa) (Registration number 1918/001680/06) JSE Code: SNT NSX Code: SNM ISIN: ZAE000006854 (“Santam” or “the Company”)

Notice is hereby given that the annual general meeting of Santam Limited (“the Company”) shareholders will be held on Tuesday, 29 May 2007 at 09:30 in the auditorium on the ground floor of the Santam Head Office, 1 Sportica Crescent, Tygervalley, BelIville, Cape Town to deal with the following matters: 1. 2. 3. To consider the financial statements for the year ended 31 December 2006, together with the reports of the directors and auditors. To re-appoint PricewaterhouseCoopers Inc. as the auditors for the Company. To elect a director in place of Mr JJ Geldenhuys who will retire by rotation in accordance with section 63 of the Company’s articles of association. Mr JJ Geldenhuys is available for re-election. 4. To elect a director in place of Mr SC Gilbert who will retire by rotation in accordance with section 63 of the Company’s articles of association. Mr SC Gilbert is available for re-election. 5. To elect a director in place of Mr P de V Rademeyer who will retire by rotation in accordance with section 63 of the Company’s articles of association. Mr P de V Rademeyer is available for re-election. 6. To elect a director in place of Mr MJ Reyneke who will retire by rotation in terms of section 63 of the Company’s articles of association. Mr MJ Reyneke is available for re-election. 7. To elect a director in place of Dr J van Zyl who will retire by rotation in terms of section 63 of the Company’s articles of association. Dr J van Zyl is available for re-election. 8. To elect a director in place of Mr BTPKM Gamedze who will retire in terms of section 65 of the Company’s articles of association Mr BTPKM Gamedze is available for re-election. 9. To elect a director in place of Mr JP Möller who will retire in terms of section 65 of the Company’s articles of association Mr JP Möller is available for re-election. 10. To elect a director in place of Ms RK Morathi who will retire in terms of section 65 of the Company’s articles of association Ms RK Morathi is available for re-election. 11. To elect a director in place of Mr JP Rowse who will retire in terms of section 65 of the Company’s articles of association Mr JP Rowse is available for re-election.

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12. To approve the directors’ Board fees for the year 2007. The remuneration scale, which will be tabled at the meeting, is as follows: 1. 2. The Chairman of the Board would receive a retainer of R500 000 and no attendance fee for meetings. The Chairman of the Audit and Risk Committee would receive a retainer of R135 000, an attendance fee of R24 000 for each Audit and Risk Committee meeting attended, and a further R12 000 for each other Board meeting attended. 3. Other directors would receive a retainer of R135 000, and an attendance fee of R12 000 per meeting, for each committee meeting attended as a member (Board and Committee). 4. Executive directors would not receive any Board fees.

13. To place 10 million of the unissued ordinary shares under the control of the directors of the Company, who shall be authorised to allot these shares, or any number thereof on such terms and conditions and at such times as they deem fit, subject to the provisions of the Company’s articles of association, the Companies Act, 1973, as amended (“the Act”), and the JSE Limited (“the JSE”) Listing Requirements. 14. That, subject to 12 000 000 non-redeemable, non-participating, non-cumulative preference shares with no par value (“preference shares”) having been created in the authorised share capital of the Company prior to the date of this annual general meeting, all preference shares in the authorised share capital of the Company that has not been issued, save for 6 000 000 preference shares, be and are hereby placed under the control of the directors of the Company as a general authority in terms of section 221(2) of the Act, for allotment and issue to such persons as the directors deem fit. 15. To approve the following special resolutions Special Resolution Number 1 15.1 That “the Company or any of its subsidiaries be and are hereby authorised, by way of a general approval, to acquire ordinary shares issued by the Company, in terms of Sections 85 (2) and 85 (3) of the Act and in terms of the rules and requirements of the JSE Limited Listing Requirements, being that: a. b. c. d. The shares acquired pursuant to 15.1 above may be acquired by / and or transferred to the Company; Any such acquisition of ordinary shares shall be effected through the order book operated by the JSE trading system and done without any prior understanding or arrangement; This general authority shall be valid until the Company’s next Annual General Meeting, provided that it shall not extend beyond 15 (fifteen) months from the date of passing of this special resolution number 1; An announcement will be published as soon as the Company or any of its subsidiaries has acquired ordinary shares constituting, on a cumulative basis, 3% of the number of ordinary shares in issue prior to the acquisition pursuant to which the aforesaid 3% threshold is reached, and for each 3% in aggregate acquired thereafter, containing full details of such acquisitions; e. f. Acquisitions of shares in aggregate in any one financial year may not exceed 20% of the Company’s ordinary issued shares as at the date of passing of this special resolution number 1; In determining the price at which ordinary shares issued by the Company are acquired by it or any of its subsidiaries in terms of this general authority, the maximum premium at which such ordinary shares may be acquired will be 10% of the weighted average of the price at which such ordinary shares are traded on the JSE as determined over the five business days immediately preceding the date of repurchase of such ordinary shares by the Company or any of its subsidiaries;

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NOTICE OF ANNUAL GENERAL MEETING

g. h. i. j. k.

The Company has been given authority by its Articles of Association; At any point in time, the Company may only appoint one agent to effect any repurchase on the Company’s behalf; The Company’s sponsor must confirm the adequacy of the Company’s working capital for purposes of undertaking the repurchase of shares in writing to the JSE before entering the market to proceed with the repurchase; The Company remaining in compliance with the minimum shareholder spread requirements of the JSE Listings Requirements; and The Company and/or its subsidiaries not repurchasing any shares during a prohibited period as defined by the JSE Listings Requirements.

Before entering the market to effect the general repurchase, the directors, having considered the effects of the repurchase of the maximum number of ordinary shares in terms of the aforegoing general authority, will ensure that for a period of 12 (twelve) months after the date of the notice of Annual General Meeting: – the Company and the Group will be able, in the ordinary course of business, to pay its debts; – the assets of the Company and the Group, fairly valued in accordance with generally accepted accounting practice, will exceed the liabilities of the Company and the Group; – the Company and the Group’s ordinary share capital, reserves and working capital will be adequate for ordinary business purposes. The following additional information, some of which may appear elsewhere in the annual report of which this notice forms part, is provided in terms of the JSE Listings Requirements for purposes of the general authority: – Directors and management – pages 18 to 23; – Major beneficial shareholders – page 121; – Directors’ interests in ordinary shares – page 68; and – Share capital of the Company – page 95. Litigation statement In terms of section 11.26 of the JSE Listings Requirements, the directors, whose names appear on pages 18 and 19 of the annual report of which this notice forms part, are not aware of any legal or arbitration proceedings that are pending or threatened, that may have or have had in the recent past, being at least the previous 12 (twelve) months, a material effect on the Group’s financial position. Directors’ responsibility statement The directors, whose names appear on pages 18 and 19 of the annual report, collectively and individually accept full responsibility for the accuracy of the information pertaining to this special resolution and certify that, to the best of their knowledge and belief, there are no facts that have been omitted which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and that the special resolution contains all information. Material changes Other than the facts and developments reported on in the annual report, there have been no material changes in the affairs or financial position of the Company and its subsidiaries since the date of signature of the audit report and approval thereof by the board of directors.

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The directors have no specific intention, at present, for the Company to repurchase any of its shares but consider that such a general authority should be put in place should an opportunity present itself to do so during the year which is in the best interests of the Company and its shareholders. The reason for and effect of the special resolution is to grant the directors of the Company a general authority in terms of the Companies Act and the JSE Listings Requirements for the repurchase by the Company, or a subsidiary of the Company, of the Company’s shares. Special Resolution Number 2 15.2 That Article 29 of the Companies Articles of Association be amended to read as follows: “At a General Meeting a resolution put to the vote, shall be decided by a show of hands, unless before or on the declaration of the result of a show of hands a poll is demanded by the Chairman of the meeting, or by a member or members in accordance with the provisions of the Companies Act. (insert) The voting at meetings may make use of electronic devices, media or other electronic communication. Reason To ensure that shareholders may utilise the latest voting technology at shareholder meetings. Effect The utilisation of electronic devices, media or other electronic communications at shareholder meetings. 16. To transact such other business as may be transacted at an annual general meeting.

On behalf of the board

S BRAY Group Secretary 26 February 2007

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ABRIDGED CV’s OF DIRECTORS AVAILABLE FOR RE-ELECTION AND APPOINTMENT

(i) JJ GELDENHUYS (66) Director, B. Com., ACII Appointed 20 November 2001 Director Member of the Audit & Risk Committee (ii) SC GILBERT (44) Chief Executive, FASSA, FIA Appointed 14 July 2003 Director Chief Executive of Santam Ltd Member of the Investment Committee Other Directorships Chairperson and director of Westminster Motor Insurance Association Ltd. Director of Centriq Insurance Company Ltd, Centriq Insurance Holdings Ltd, Centriq Life Insurance Company Ltd, Nova Risk Partners Ltd, Santam Europe Ltd, Santam International Ltd, Santam UK Ltd and South African Insurance Association (SAIA). (iii) P DE V RADEMEYER (59) Director, CA (SA) Appointed 20 February 2001 Director Chairperson of the Investment Committee Member of the Audit and Risk Committee Other Directorships Director of Genbel Securities Ltd, Sanlam Capital Markets Ltd, Sanlam Investment Management (Pty) Ltd, African Life Assurance Company Ltd and the Afrikaanse Handelsinstituut. (iv) MJ REYNEKE (49) Executive Director, B.Com. (Hons), CA (SA) Appointed 26 August 2003 Director Member of the Investment Committee Other Directorships Director of Admiral Professional Underwriting Agency (Pty) Ltd, Centriq Insurance Company Ltd, Centriq Insurance Holdings Ltd, Centriq Life Insurance Company Ltd, Credit Guarantee Insurance Corporation of Africa Ltd, Indwe Broker Holdings Ltd, Santam Namibia Ltd, The Lion of Africa Insurance Company Ltd and The Lion of Africa Holdings Company (Pty) Ltd. (v) J VAN ZYL (50) Director, Ph.D., D.Sc. (Agric) Appointed 1 August 2001 Director Chairperson of the Human Resources Committee Other Directorships CEO and Executive Director of Sanlam Ltd and Sanlam Life Insurance Ltd. Chairperson of Sanlam Investment Management Ltd and African Life Assurance Company Ltd. Director of Sanlam Netherlands Holdings BV. Council member of the University of Pretoria.

(vi) BPTKM GAMEDZE (48) BA Hons, M.Sc., FASSA FIA Appointed 16 October 2006 Director Other Directorships Chief Executive of Sanlam Independent Financial Services and Chairman of Sanlam Customized Insurance Ltd. Director of Sanlam Independent Financial Services Ltd, Sanlam Investment Management (Pty) Ltd, Coris Capital (Pty) Ltd, Simeka Consultants and Actuaries (Pty) Ltd. Member of Council of Actuarial Society of South Africa (ASSA) and President of the Association of the South African Black Actuarial Professionals (ASABA). (vii) JP MöLLER (47) Director, CA (SA) Appointed 16 October 2006 Director Other Directorships Executive Director of Sanlam Ltd and Sanlam Life Insurance Ltd. Director of African Life Assurance Company Ltd, Sanlam Independent Financial Services Ltd, Sanlam Capital Markets Ltd and Sanlam Investment Management (Pty) Ltd. (viii) RK MORATHI (37) Director, ,CA (SA), AMP, H Dip Tax Appointed 20 November 2006 Director Member of the Investment Committee Other Directorships Director of Sanlam Ltd, Foskor (Pty) Ltd, Land & Agricultural Bank of South Africa and Pebble Bed Modular Reactor (Pty) Ltd. (ix) JP ROWSE (52) Director, B.Com., MBA Appointed 20 November 2006 Director Member of the Sustainability Committee Other Directorships Former Chief Executive of African Life Assurance. Director of Kwaaiwater Investments (Pty) Ltd

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