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AfroCentric INTEGRATED ANNUAL REPORT 2016
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Shareholder information
4. SECURITIES OF THE COMPANY
4.1 Authorisation for shares
4.1.1 The Company is authorised to issue the shares specified in Schedule 1, provided that, if required by the Act or
the Listings Requirements, the Company may only issue:
[Section 36(1)(a)]
4.1.1.1 unissued shares to shareholders of a particular class of shares,
pro rata
to the shareholders’ existing
shareholding unless such shares were issued for an acquisition of assets, subject to the Listings
Requirements;
4.1.1.2 unissued shares or options for cash, as the Board in its discretion think fit, if approved by
shareholders in general meeting, subject to the Listings Requirements; and
4.1.1.3 shares that are fully paid up and freely transferrable, unless otherwise required by the Listings
Requirements.
4.1.2 Any amendment to this Memorandum must be approved by a special resolution of ordinary shareholders,
save where an amendment is ordered by a court in terms of sections 16(1)(a) and 16(4)
4.1.2.1 the creation of any class of shares;
4.1.2.2 the variation of any preferences, rights, limitations and other terms attaching to any class of shares;
4.1.2.3 an increase in the number of securities of a class;
4.1.2.4 a consolidation of securities;
4.1.2.5 a sub-division of securities; and/or
4.1.2.6 the change of the name of the company.
4.1.3 Securities of each class of shares for which listing is applied shall rank
pari passu
in respect of all rights.
4.1.4 The preferences, rights, limitations or other terms of any class of shares in the Company may not be varied
and no resolution may be proposed to shareholders for rights to include such variation in response to an
objectively ascertainable external fact or facts, as provided for in section 37(6) and 37(7).
[Section 37(6) and
37(7)],
4.2 Capitalisation shares
This Memorandum does not limit, restrict or qualify the authority of the Board, in terms of section 47 of the Act, to:
4.2.1 approve the issue of any authorised shares of the Company as capitalisation shares, on a pro rata basis to the
shareholders of one or more classes of shares;
4.2.2 approve the issue of shares of one class as capitalisation shares in respect of shares of another class; or
4.2.3 permit shareholders to elect to receive a cash payment in lieu of a capitalisation share, at a value determined
by the Board.
[Sections 47(1) and (2)]
provided that the requirements of section 47 are met.
[Sections 47(1) and (2)]
4.3 Payments to securities holders
4.3.1 Without derogating from any of the other provision in this Memorandum, all payments made to holders of
securities listed on the JSE must be provided for in accordance with the Listings Requirements and may not
provide for capital to be repaid on the basis that it may be called up again.
4.3.2 Any acquisition by the Company or a subsidiary company of the Company’s shares and any distribution to
shareholders will be subject to the provisions of the Act and the Listings Requirements.
4.4 Debt instruments
This Memorandum does not limit, restrict or qualify the authority of the Board to authorise the Company to issue
secured or unsecured debt instruments, provided that the Board may not grant special privileges regarding the
attending and voting at general meetings of the Company or the appointment of directors in respect of such debt
instruments.
[Sections 43(2)(a) and 43(3)]
4.5 Registration of beneficial interests
This Memorandum does not limit or restrict the holding of the Company’s issued securities by, or the registration of
the Company’s issued securities in the name of, one person for the beneficial interest of another.
[Section 56(1)]
4.6 Joint holders of securities
Where two or more persons are registered as the holders of any security, they shall be deemed to hold that security
jointly, and: