Companies Act, 2008 (Act No. 71 of 2008)

Regulations

Companies Regulations, 2011

Forms

Form CoR 15.1B - Long Standard Form for Profit Companies

Articles

Article 1 - Incorporation and Nature of the Company

Purchase

In this Memorandum of Incorporation—

(a)	a reference to a section by number refers to the corresponding section of the Companies Act, 2008;

(b)	words that are defined in the Companies Act, 2008 bear the same meaning in this Memorandum as in that Act.

(c)	words appearing to the right of an optional check line are void unless that line contains a mark to indicate that it has been chosen as the applicable option.

The Schedules attached to this Memorandum are part of the Memorandum of Incorporation.

1.1	Incorporation

(1)	The Company is incorporated, as from as a—

–––	private company, as defined in section 8 (2)(b).

––– personal liability company, as defined in section 8 (2)(c).

––– public company, as defined in section 8 (2)(d).

(2)	The Company is incorporated in accordance with and governed by—

(a) the unalterable provisions of the Companies Act, 2008; and

(b) the alterable provisions of the Companies Act, 2008, subject to the limitations, extensions, variations or substitutions set out in this Memorandum; and

1.2	Powers of the Company

(1) The Company—

–––	is not subject to any provisions contemplated in section 15 (2)(b) or (c).

–––	is subject to provisions contemplated in section 15 (2)(b) or (c), as set out in Part A of Schedule 1.

(2) The purposes and powers of the Company—

–––	are not subject to any restrictions, limitations or qualifications, as contemplated in section 19 (1)(b)(ii).

–––	are subject to the restrictions, limitations or qualifications contemplated in section 19 (1)(b)(ii), as set out in Part A of Schedule 1.

1.3	Memorandum of Incorporation and Company rules

(1)	This memorandum of Incorporation of the Company—

–––	may be altered or amended only in the manner set out in section 16, 17, or 152 (6)(b).

–––	may be altered or amended in the manner set out in section 16, 17 or 152 (6)(b), subject to the provisions contemplated in section 16 (1)(c), as set out in Part B of Schedule 1.

(2)	The authority of the Company's Board of Directors to make rules for the Company, as contemplated in section 15 (3) to (5)—

–––	is not limited or restricted in any manner by this Memorandum of Incorporation.

–––	is limited or restricted to the extent set out in Part B of Schedule 1.

(3)	The Board must publish any rules made in terms of section 15(3) to (5)—

–––	by delivering a copy of those rules to each shareholder by ordinary mail.

–––	in accordance with the requirements set out in Part B of Schedule 1.

(4)	The Company must publish a notice of any alteration of the Memorandum of Incorporation or the Rules, made in terms of section 17(1)—

–––	by delivering a copy of those rules to each shareholder by ordinary mail.

–––	in accordance with the requirements set out in Part B of Schedule 1.

1.4	Application of optional provisions of Companies Act, 2008

[This sub-article is not to be used in the rose of a public company]

(1)	The Company—

–––	does not elect, in terms of section 34 (2), to comply voluntarily with the provisions of Chapter 3 of the Companies Act, 2008.

–––	does elect, in terms of section 34 (2), to comply voluntarily with the provisions of Chapter 3 of the Companies Act, 2008, to the extent set out in Part C of Schedule 1.

(2) The Company—

–––	does not elect, in terms of section 118 (1)(c)(ii), to submit voluntarily to the provisions of Parts Band C of Chapter 5 of the Companies Act, 2008, and to the Takeover Regulations provided for in that Act.

–––	elects in terms of section 118 (1)(c)(ii) to submit voluntarily to the provisions of Parts Band C of Chapter 5 of the Companies Act, 2008, and to the Takeover Regulations in terms of that Act, to the extent set out in Part C of Schedule 1.