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

Chapter 4 : Public Offerings of Company Securities

97. Standards for qualifying employee share schemes


(1) An employee share scheme qualifies for exemptions contemplated in sections 41(2)(d), 44(3)(a)(i) or 45(3)(a)(i) or otherwise contemplated in this Chapter, if—
(a) the company has—
(i) appointed a compliance officer for the scheme to be accountable to the directors of the company;
(ii) states in its annual financial statements the number of specified shares that it has allotted during that financial year in terms of its employee share scheme; and
(b) the compliance officer has complied with the requirements of subsection (2).


(2) A compliance officer who is appointed in respect of any employee share scheme—
(a) is responsible for the administration of that scheme;
(b) must provide a written statement to any employee who receives an offer of specified shares in terms of that employee scheme, setting out—
(i) full particulars of the nature of the transaction, including the risks associated with it;
(ii) information relating to the company, including its latest annual financial statements, the general nature of its business and its profit history over the last three years; and
(iii) full particulars of any material changes that occur in respect of any information provided in terms of subparagraph (i) or (ii);
(c) must ensure that copies of the documents containing the information referred to in paragraph (b) are filed within 20 business days after the employee share scheme has been established; and
(d) must file a certificate within 60 business days after the end of each financial year, certifying that the compliance officer has complied with the obligations in terms of this section during the past financial year.