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AfroCentric INTEGRATED ANNUAL REPORT 2016
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3. GENERAL
3.1 Liability of incorporators, shareholders or directors
This Memorandum does not impose any liability on any person for the liabilities or obligations of the Company,
solely by reason of such person being an incorporator, shareholder or director of the Company as contemplated by
section 19(2) of the Act.
[Section 19(2)]
3.2 Powers of the Company
This Memorandum does not restrict, limit or qualify the legal powers or capacity of the Company in section 19(1)(b)
of the Act.
[Section 19(1)(b)]
3.3 Memorandum of Incorporation and rules
3.3.1 The Board shall not have the power to make, amend or repeal any necessary or incidental rules relating to
the governance of the Company in respect of matters that are not addressed in the Act or this Memorandum,
in accordance with the provisions of sections 15(3) to 15(5), both inclusive, of the Act.
[Sections 15(3), 15(4),
15(5) and 15(5A)]
3.3.2 This Memorandum does not contain any restrictive conditions applicable to the Company as contemplated in
section 15(2)(b) or (c).
3.3.3 This Memorandum may only be altered or amended:
3.3.3.1 in accordance with a Court Order effected by a resolution of the Board in terms of sections 16(1)(a)
and 16(4); or
3.3.3.2 by a special resolution of the ordinary shareholders of the Company.
3.3.4 An amendment of this Memorandum shall include, but not be restricted to, the following:
3.3.4.1 the creation of any class of shares;
3.3.4.2 the variation of any preferences, rights, limitation and other share terms attaching to any class of
shares;
3.3.4.3 the conversion of one class of shares into one or more other classes of shares;
3.3.4.4 any increase in the number of shares;
3.3.4.5 the consolidation of shares;
3.3.4.6 the subdivision of shares; and/or
3.3.4.7 the change of name of the company;
3.3.5 In addition, if there are listed cumulative and/or non-cumulative preference shares in the capital of the
Company, then the following right shall be attached to such shares:
“No further securities ranking on priority to, or pari passu with, existing shares, of any class, shall be created
without a special resolution passed at a separate general meeting of such preference shareholders”.
3.3.6 If the Board, or any individual authorised by the Board, alters this Memorandum in any manner necessary
to correct a patent error in spelling, punctuation, reference, grammar or similar defect on the face of the
document, it must publish a notice of such alteration by publishing the alterations on the Company’s website,
and must file a notice of alteration in the manner prescribed by the Act.
[Section 17(1)]
3.4 Financial assistance to related persons
This Memorandum does not limit, restrict or qualify the authority of the Board to authorise the Company to provide
direct or indirect financial assistance to any person contemplated in section 45 of the Act.
[Section 45(2)]
3.5 Solvency and liquidity test
This Memorandum does not alter the application of the solvency and liquidity test provided in section 4 of the Act.
[Section 4(2)(c)]
3.6 Annual Financial Statements
A copy of the annual financial statements must be disseminated to shareholders at least 15 business days before the
date of the annual general meeting at which they will be considered.
3.7 Ratification of Ultra Vires Acts
The proposal of any resolution to shareholders in terms of sections 20(2) and 20(6) of the Act which would lead to
the ratification of an act that is contrary to the Listings Requirements, shall be prohibited, unless otherwise agreed
with the JSE.
ANNEXURE A: MEMORANDUM OF INCORPORATION
AMENDMENT (continued)