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

Companies Regulations, 2011

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Form CoR 15.1B - Long Standard Form for Profit Companies

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Article 3 - Shareholders

 

 

3.1 Shareholders’ right to information

 

In addition to the rights to access information set out in section 26 (1), every person who has a beneficial interests in any of the  Company’s securities has the further rights to information, if any, set out in Part A of Schedule 2 of this Memorandum of Incorporation.

 

3.2 Shareholders’ authority to act

 

(1) If, at anytime, there is only one shareholder of the Company, the authority of that shareholder to act without notice or  compliance with any other internal formalities, as set out in section 57 (2), is not limited or restricted by this Memorandum of  Incorporation.

 

(2) If, at anytime, every shareholder of the Company is also a director of the Company, as contemplated in section 57 (4),  the authority of the shareholders to act without notice or compliance with any other internal formalities, as set out in that  section—
––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part A of Schedule 3.

 

3.3 Representation by concurrent proxies

 

The right of a shareholder of the Company to appoint persons concurrently as proxies, as set out in section 58 (3)(a)

––– is not limited, restricted or varied by this Memorandum of Incorporation.
––– is limited, restricted or varied to the extent set out in Part B of Schedule 3.

 

3.4 Authority of proxy to delegate

 

The authority of a shareholder's proxy to delegate the proxy's powers to another person, as set out in section 58(3)(b)—

––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part B of Schedule 3.

 

3.5        Requirement to deliver proxy instrument to the company

 

The requirement that a shareholder must deliver to the Company a copy of the instrument appointing a proxy before that proxy may exercise the shareholder’s rights at a shareholders meeting, as set out in section 58 (3)(c)—

––– is not varied by this Memorandum of Incorporation.
––– is varied to the extent set out in Part B of Schedule 3.

 

3.6 Deliberative authority of proxy

 

The authority of a shareholder’s proxy to decide without direction from the shareholder whether to exercise, or abstain from  exercising any voting right of the shareholder, as set out in section 58 (7)—

––– is not limited or restricted by this Memorandum of Incorporation.
––– is limited or restricted to the extent set out in Part B of Schedule 3.

 

3.7 Record date for exercise of shareholder rights

 

If, at anytime, the Company’s Board of Directors fails to determine a record date, as contemplated in section 59, the record date  for the relevant matter is—

––– as determined in accordance with section 59 (3).
––– as determined in the manner set out in Part C of Schedule 3.