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AfroCentric INTEGRATED ANNUAL REPORT 2016
109
Shareholder information
ORDINARY RESOLUTION NUMBER 5
GENERAL AUTHORITY TO ISSUE SHARES FOR CASH
“
RESOLVED
that the authorised but unissued shares in the
capital of the Company be and are hereby placed under the
control and authority of the Directors and that they be and
are hereby authorised to allot, issue and otherwise dispose
of such shares to such person or persons on such terms and
conditions and at such times as they may from time to time
and at their discretion deem fit, subject to the provisions of
the Act, clause 4 of the MOI of the company and the Listings
Requirements, provided that:
1. the general authority shall be valid until the Company’s
next Annual General Meeting, provided that it shall
not extend beyond fifteen months from the date of the
passing of this ordinary resolution (whichever period
is shorter);
2. the allotment and issue of the shares must be made
to public shareholders as defined in the Listings
Requirements and not to related parties;
3. the shares which are the subject of the issue for cash
must be of a class already in issue, or where this is not
the case, must be limited to such shares or rights that are
convertible into a class already in issue;
4. the number of shares issued for cash in aggregate under
this authority shall not exceed 83 156 599 shares, being
15% (fifteen percent) of the Company’s listed equity
securities as at the date of this notice of Annual General
Meeting, excluding treasury shares;
5. any shares issued under this authority during the period
contemplated in paragraph 1 above, must be deducted
from the number in paragraph 4 above;
6. in the event of a sub-division or consolidation of issued
shares during the period contemplated in paragraph
1 above, the existing authority must be adjusted
accordingly to represent the same allocation ratio;
7. the maximum discount at which ordinary shares may
be issued is 10% (ten percent) of the weighted average
traded price of those shares measured over the 30
(thirty) business days prior to the date that the price of
the issue is agreed between the Company and the party
subscribing for the securities. The JSE must be consulted
for a ruling if the Company’s securities have not traded in
such 30-business day period; and
8. after the Company has issued shares for cash which
represent, on a cumulative basis within a financial year,
5% (five percent) or more of the number of shares in
issue prior to that issue, the Company shall publish an
announcement containing details of
inter alia
the number
of shares issued, the average discount to the weighted
average traded price of the shares over the 30 (thirty)
business days prior to the date that the price of the issue
was agreed in writing between the issuer and the party
subscribing for the shares or any other announcements
that may be required in such regard in terms of the
Listings Requirements which may be applicable from time
to time.”
At present, the Directors have no specific intention to use
this authority and the authority will thus only be used if
circumstances are appropriate.
The reason for proposing ordinary resolution number 5 is
to seek a general authority and approval for the Directors
to allot and issue ordinary shares in the authorised but
unissued share capital of the Company (excluding shares
issued pursuant to the Company’s share incentive scheme),
up to 15% (83 156 599 shares) of the number of ordinary
shares of the Company in issue at the date of passing of
this resolution, in order to enable the Company to take
advantage of business opportunities which might arise in
the future.
For this resolution to be passed, votes in favour must
represent at least 75% of all votes cast and/or exercised at
the meeting.
ORDINARY RESOLUTION NUMBER 6
APPROVAL OF THE REMUNERATION POLICY
“
RESOLVED
that by way of a non-binding advisory vote that
the Company’s remuneration policy and its implementation,
as set out in the remuneration report contained on page 90
of the 2016 Integrated Annual Report, be and is hereby
approved.”
This ordinary resolution is of an advisory nature only and
although the Board will take the outcome of the vote into
consideration when determining the remuneration policy,
failure to pass this resolution will not legally preclude the
Company from implementing the remuneration policy as
contained in the 2016 Integrated Annual Report.
For this resolution to be passed, votes in favour must
represent at least 50% +1 of all votes cast and/or exercised
at the meeting.
ORDINARY RESOLUTION NUMBER 7
AUTHORISE DIRECTORS AND/OR SECRETARY
“
RESOLVED
that any one Director and/or the Group
company secretary or equivalent be and are hereby
authorised to do all such things and to sign all such
documents that are deemed necessary to implement the
resolutions set out in the notice convening the Annual
General Meeting at which these resolutions will be
considered.”
For this resolution to be passed, votes in favour must
represent at least 50% +1 of all votes cast and/or exercised
at the meeting.