AFGRI

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AFGRI Limited annual report 2008

Notice of annual general meeting

NOTICE is hereby given that the thirteenth annual general meeting of shareholders in AFGRI Limited will be held at AFGRI Limited, Block B2, Knightsbridge Manor, 33 Sloane Street, Bryanston, on Friday, 24 October 2008 at 10:00, to transact the following matters:

To ratify the change in financial year-end to 30 June.

To receive and approve the Group’s annual financial statements for the sixteen-month period ended 30 June 2008.

To confirm the interim cash dividends of 11,65 cents and 21,70 cents per share paid in December 2007 and June 2008, respectively.

To confirm the special dividend of 8,0 cents per share to be paid on 27 October 2008.

To appoint three (3) directors to the positions of the under mentioned directors who retire in terms of the Company’s articles of association, and who, being eligible, offer themselves for re-election:

5.1

CA Apsey
Mr CA (“Clive”) Apsey obtained a BSc (Cum Laude) from the University of Cape Town in 1968 and MBA from the University of Cape Town Graduate School of Business in 1971. Over the years, Mr Apsey has taken part in various Executive Development Programmes through the University of Cape Town Graduate School of Business.

In 1971, Mr Apsey joined Central African Pharmaceuticals in Harare, Zimbabwe, where he held the position of product and brand manager and in 1972 moved to African Distillers Limited in Harare, Zimbabwe as their marketing manager. In 1973 Mr Apsey moved to H Jones & Co, in the Paarl, RSA as marketing manager.

In 1975 Mr Apsey joined the Tiger Oats Limited group as group marketing manager and in 1979 assumed the position of MD of the Jungle Oats Company in Cape Town. Mr Apsey held various board positions during his time with the group, including a board appointment to Van de Kamp LLC, in the USA. Mr Apsey retired as an executive director of Tiger Oats Limited in 1998 and as a non-executive director of Tiger Brands Limited in 2001. Mr Apsey served as a non-executive director on the board of Premier Foods Limited from 2002 until October 2004 and was appointed to the AFGRI Limited Board in April 2005 as an independent non-executive director.

5.2

JJ Claassen
Mr JJ (“Koot”) Claassen has been a long-standing member of the AFGRI Limited Board for 20 years and is currently the vice-chairman of the management committee on the Maize Board. Mr Claassen has been a successful farmer since 1969 in the Delmas region and has been actively involved in the industry committees and forums over the years. He has received industry recognition on various occasions and in 1997 was named the Farmer of the Year in the Northern Region, Potato Farmer of the Year in 1999 and has been recognised four times as the I&J Potato Producer of the Year. Mr Claassen is currently joint deputy chairman of AFGRI Limited.

5.3

JJ Ferreira
Mr JJ (“Kiewiet”) Ferreira qualified with a BSc (Eng) (Hons) (Civil) in 1978 from the University of Pretoria. After working as a civil engineer for six years in Pretoria, Mr Ferreira decided to farm full time and settled on his farm Grootdraai in Harrismith in 1984. Mr Ferreria has been an active member of the farming community in the Eastern Free State over the years and has held positions on Vrystaat Landbou, Agri-SA and the Free State Premier’s Economic Advisory board until 2005. Mr Ferreira has served as non-executive director on the AFGRI Limited Board for 10 years, since AFGRI acquired the Sentraal Oos Kooperasie Limited in Bethlehem, on which Mr Ferreira had served as vice-chairman.

The board recommends the re-election of these directors.

To approve the remuneration payable to non-executive directors as outlined hereunder:

	Member	Chairman
Board/Committee	Rand	Rand
Board chairman	–	391 140
Board deputy chairman	–	342 250
Board member	130 380	–
Audit Commitee	65 190	195 570
Remuneration Committee	52 150	78 230
Credit/Other Commitee	52 150	78 230

To appoint PricewaterhouseCoopers Inc as the auditors of the Company (with DJ Fouche being the individual designated auditor) for the 2008/9 financial year.

RESOLVED THAT the authorised but unissued share capital of the Company be and is hereby placed under the authority of the directors, who are hereby authorised to allot and issue such shares upon and subject to such terms and conditions as they may deem fit, but restricted specifically to the allotment and issue of shares which may be allocated during the year to certain employees and executive directors in terms of the employee share incentive scheme to a maximum of 10% (ten percent) of the issued share capital, and subject to the following:

1	the Company’s articles of association
2	the provisions of the Companies Act (Act 61 of 1973) as amended, (“the Act”).
3	the Listings Requirements of the JSE, and
4	the terms and conditions of the Company’s share incentive scheme, as previously approved by the shareholders.

Shareholders are advised that the employee share incentive scheme currently holds 5,50% of the issued share capital and is authorised by way of a previous resolution, to hold up to a maximum of 15% of the Company’s issued share capital at any one time.

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