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AfroCentric INTEGRATED ANNUAL REPORT 2016
112
provided that the aforementioned approval shall be valid
until the date of the next Annual General Meeting of the
Company.”
For this resolution to be passed, votes in favour of the
resolution must represent at least 75% of all votes cast and/or
exercised at the meeting.
SPECIAL RESOLUTION NUMBER 4
FINANCIAL ASSISTANCE FOR SUBSCRIPTION OF SHARES
TO RELATED OR INTER-RELATED COMPANIES
The reason for and effect of special resolution number 4 is
to grant the Directors the authority, until the next Annual
General Meeting of the Company, to provide financial
assistance to any company or corporation which is related or
inter-related to the Company and/or to any financier for the
purpose of or in connection with the subscription or purchase
of options, shares or other securities in the Company or any
related or inter-related company or corporation.
This means that the Company is authorised,
inter alia
, to
grant loans to its subsidiaries and to guarantee and furnish
security for the debt of its subsidiaries where any such
financial assistance is directly or indirectly related to a party
subscribing for options, shares or securities in the Company
or its subsidiaries.
A typical example of where the Company may rely on this
authority is where a subsidiary raised funds by way of issuing
preference shares and the third-party funder requires the
Company to furnish security, by way of a guarantee or
otherwise, for the obligations of its subsidiary to the third-
party funder arising from the issue of the preference shares.
The Company has no immediate plans to use this authority
and is simply obtaining same in the interests of prudence
and good corporate governance should the unforeseen need
arise to use the authority.
“
RESOLVED
that, in terms of section 44(3)(a)(ii) of The Act,
as a general approval, the Board of the Company be and is
hereby authorised to approve that the Company provides any
direct or indirect financial assistance (“
financial assistance
”
will herein have the meaning attributed to it in sections 44(1)
and 44(2) of the Act) that the Board of the Company may
deem fit to any company or corporation that is related or
inter-related to the Company (“
related
” or “
inter-related
”
will herein have the meaning attributed to it in section 2 of
the Act) and/or to any financier who provides funding by
subscribing for preference shares or other securities in the
company or any company or corporation that is related or
inter-related to the Company, on the terms and conditions
and for amounts that the Board of the Company may
determine for the purpose of, or in connection with the
subscription of any option, or any shares or other securities,
issued or to be issued by the company or a related or
inter-related company or corporation, or for the purchase
of any shares or securities of the Company or a related or
inter-related company or corporation, provided that the
aforementioned approval shall be valid for two years or
until the date of the next Annual General Meeting of the
Company.”
For this resolution to be passed, votes in favour of the
resolution must represent at least 75% of all votes cast and/or
exercised at the meeting.
In terms of and pursuant to the provisions of sections 44 and
45 of The Act, the Directors of the Company confirm that
the Board will satisfy itself, after considering all reasonably
foreseeable financial circumstances of the Company, that
immediately after providing any financial assistance as
contemplated in special resolution numbers 3 and 4 above:
the assets of the Company (fairly valued) will equal or
exceed the liabilities of the Company (fairly valued) (taking
into consideration the reasonably foreseeable contingent
assets and liabilities of the Company);
the Company will be able to pay its debts as they become
due in the ordinary course of business for a period of
12 months;
the terms under which any financial assistance is proposed
to be provided, will be fair and reasonable to the
Company; and
all relevant conditions and restrictions (if any) relating to
the granting of financial assistance by the Company as
contained in the Company’s MOI have been met.
SPECIAL RESOLUTION NUMBER 5
AMENDMENT OF THE MOI
“
RESOLVED
as a special resolution that the Company’s
existing MOI be and is hereby amended by:
1. inclusion of clause 2.5.5 under interpretation with the
following:
“2.5.5 Disseminated means the delivery of notices
as provided for in terms of section 6(10) of
the Act and/or delivery and/or notification of
documentation in terms of section 6(11) of the Act.”
2. substituting clause 8.2 thereof with the following:
“8.2 If, on any capitalisation issue, consolidation,
subdivision, re-designation of securities, or for
any other reason, any shareholder would, but
for the provisions of this 8.2, become entitled to
fractions of securities, the directors may, subject to
compliance to the JSE Listing Requirements, to the
extent applicable,
8.2.1 arrange that the security or fraction shall
be consolidated with any other security
or fraction, or make arrangements for the
allocation or sale thereof;
8.2.2 appoint a person to sell or transfer it; and
8.2.3 pay the proceeds of such sale to the holders
of the consolidated security or deal with it in
the manner otherwise agreed.
NOTICE OF ANNUAL GENERAL MEETING (continued)