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AfroCentric INTEGRATED ANNUAL REPORT 2016
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6.8.2 This Memorandum does not require a different percentage of voting rights to approve a special resolution
than the percentage voting rights specified in the Act.
[Section 65(9) and 65(10)]
6.8.3 Subject to the Listings Requirements and the Act, this Memorandum does not require a special resolution for
any other matter not contemplated in section 65(11) of the Act.
[Section 65(12)]
6.9 Shareholders meetings in terms of the Listings Requirements
6.9.1 Shareholders meetings that are called for the purpose of passing any resolution required in terms of the
Listings Requirements may not be voted on in writing as provided for in section 60 of the Act, unless
permitted by the Listings Requirements.
6.9.2 This Memorandum does not prohibit or restrict the Company from calling any meeting for the purposes of
adhering to the Listings Requirements.
6.10 Notice of shareholders meetings to the JSE
6.10.1 A copy of all notices of shareholders’ meetings must be sent to the JSE at the same time as notices are
disseminated to shareholders if required in terms of the Listings Requirements.
6.10.2 All notices of shareholders meetings must also be announced through the official news service of the JSE at
the same time as notices are sent to shareholders, or as soon thereafter as is practicable.
7. DIRECTORS AND OFFICERS
7.1 Composition of the board of directors
7.1.1 Subject to the Listings Requirements, this Memorandum specifies4 (four) as the minimum number of directors
of the Company, being a higher number in substitution for the minimum number of directors required in terms
of section 66(2) of the Act.
[Sections 66(2) and (3)]
7.1.2 Subject to 7.1.7 and the Listings Requirements, the shareholders shall elect the directors, and shall be
entitled to elect one or more alternate directors, in accordance with the provisions of section 68(1) of the Act.
[Sections 68(1)]
7.1.3 This Memorandum does not provide for:
7.1.3.1 the direct appointment or removal of any director or alternate director by any particular person; or
[Section 66(4)(a)(i) and (iii)]
7.1.3.2 the appointment of any person as an
ex officio
director of the Company.
[Section 66(4)(a)(ii)]
7.1.4 This Memorandum does not stipulate any additional qualifications or eligibility requirements than those set
out in the Act for a person to become or remain a director or a prescribed officer of the Company, provided
that, for as long as the Listings Requirements requires it, the Board, through the nomination committee,
should recommend eligibility of directors, taking into account past performance and contributions.
[Section 69(6)]
7.1.5 Subject to the Act and this Memorandum, at every annual general meeting one third of the non-executive
directors(or such other number of directors determined in terms of the Listings Requirements) for the time
being or, if their number is not a multiple of 3 (three) (or such other number determined in terms of the
Listings Requirements), then the number nearest to, but not less than one third (or such other number
determined in terms of the Listings Requirements), or if there are less than three (or such other number
determined in terms of the Listings Requirements), then all of the non-executive directors, shall retire from
office. The non-executive directors (determined in terms of the Listings Requirements) so to retire at every
annual general meeting shall be those who have been longest in office since their last election, but as
between persons who become or were last elected directors on the same day, those to retire shall (unless they
otherwise agree among themselves) be determined by lot, provided that notwithstanding anything in this
Memorandum:
7.1.5.1 if at the date of any annual general meeting any director shall have held office for a period of 3
(three) years since his last election or appointment (or such other period determined in terms of
the Listings Requirements), he shall retire at such meeting either as one of the directors to retire in
pursuance of the foregoing or additionally thereto;
7.1.5.2 a director who intends to retire voluntarily at the meeting may be taken into account in determining
the number of directors to retire at such meeting in terms of the Listings Requirements;
7.1.5.3 the identity of the directors to retire at such annual general meeting shall be determined as at the
date of the notice convening such meeting; and
7.1.5.4 the length of time a director has been in office shall be computed from his last election,
appointment or date upon which he was deemed re-elected. A director retiring at a meeting shall
retain office until the close or adjournment of the meeting.
[Section 68(1)]
ANNEXURE A: MEMORANDUM OF INCORPORATION
AMENDMENT (continued)