121 / 136
AfroCentric INTEGRATED ANNUAL REPORT 2016
119
Shareholder information
1. INTRODUCTION
1.1 The Memorandum of Incorporation in the prescribed form contemplated in section 13(1)(a)(i) of the Act shall not
apply to the Company.
1.2 This Memorandum does not:
1.2.1 contain any restrictive conditions contemplated in section 15(2)(b) of the Act;
1.2.2 contain any requirement for the amendment of any particular provision of this Memorandum in addition to the
requirements of the Act; and
1.2.3 prohibit the amendment of any particular provision of this Memorandum. [Sections 15(2)(b) and 15(2)(c)]
1.3 The Company is incorporated as a public company in terms of the Act and, accordingly:
1.3.1 the Company is not prohibited from offering its securities to the public; and
1.3.2 the transfer of the Company’s securities is unrestricted. [Section 8(2)(d)]
2. INTERPRETATION
In this Memorandum, including the introduction above, and unless the context requires otherwise:
2.1 words importing any one gender shall include the other two genders;
2.2 the singular shall include the plural and vice versa;
2.3 any word which is defined in the Act and is not defined in 2.5, shall bear that statutory meaning in this
Memorandum;
2.4 the headings have been inserted for convenience only and shall not be used for or assist or affect their
interpretation;
2.5 each of the following words and expressions shall have the meaning stated opposite it and cognate expressions shall
have a corresponding meaning, namely:
2.5.1 “the Act”
means the Companies Act 71 of 2008, together with the Companies Regulations,
2011, as amended or substituted from time to time;
2.5.2 “Board”
means the board of directors of the Company from time to time;
2.5.3 “Chairman”
means the chairman of the directors appointed in accordance with 7.6;
2.5.4 “Deputy Chairman”
means the deputy chairman of the directors appointed in accordance with 7.6;
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;
2.5.6 “Group”
means the Company and its subsidiaries from time to time and “a member of the
Group” means any one of them;
2.5.7 “JSE”
means the JSE Limited (Registration Number 2005/022939/06), a public company
incorporated and licensed as an exchange under the Securities Services Act 36 of
2004, as amended or substituted from time to time;
2.5.8 “legal representative” means any person who has submitted the necessary proof of his appointment as –
2.5.8.1
an executor of the estate of a deceased member or trustee, curator or guardian of a
member whose estate has been sequestrated or who is otherwise under disability;
2.5.8.2
the liquidator of any member which is a body corporate in the course of being
wound-up; or
2.5.8.3
the business rescue practitioner of any member which is a company under business
rescue;
2.5.9 “Listings Requirements” means the Listings Requirements of the JSE, as amended or substituted from time to
time;
2.5.10 “this Memorandum”
means this Memorandum of Incorporation and includes its Schedule, which forms
part of it; and
2.5.11 “the Republic”
means the Republic of South Africa.