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AfroCentric INTEGRATED ANNUAL REPORT 2016
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Shareholder information
7.9.1.3 he is absent from meetings of the directors for 6 (six) consecutive months without permission of the
Board and the directors have resolved that his office be vacated, provided that this provision shall
not apply to a director who is represented by an alternate director who does not so absent himself;
or
7.9.1.4 he is removed by an ordinary resolution of the shareholders in accordance with section 71 of the
Act.
7.9.2 If a director holds an appointment to executive office which terminates on termination of his office as
director, his removal from office pursuant to this 7.9 shall be deemed an act of the Company and shall take
effect without prejudice to any claim for damages for breach of any contract of service between him and the
Company.
7.9.3 If the office of a director is vacated for any reason he shall cease to be a member of any committee of the
Board.
7.9.4 A resolution of the Board declaring a director to have vacated office under the terms of this 7.9 shall be
conclusive as to the facts and grounds of vacation stated in the resolution.
8. GENERAL PROVISIONS
8.1 Amendment of class, preferences, rights, limitations or other terms
8.1.1 If any amendments proposed to any preferences, rights, limitations or other terms of any class of shares, such
amendment would be subject to the prior sanction of a resolution passed at a separate class meeting of the
holders of that class of shares in the same manner,
mutatis mutandis
, as a special resolution:
8.1.1.1 where the amendment relates to any preferences, rights, limitations or other terms associated with
any class of Shares already in issue, such amendment requires a Special Resolution adopted at a
separate meeting of the Holders of shares in that class; and
8.1.1.2 the holder of the shares referred to in 8.1.1.1 shall, in addition be entitled to vote at any other
meeting of shareholders which such amendment is to be approved.
8.1.2 At every meeting of the holders of that class of shares, the provisions of this Memorandum relating to general
meetings of ordinary shareholders shall apply,
mutatis mutandis
, except that a quorum at any such general
meeting shall be the quorum specified for that class of shares, provided that if at any adjournment of such
meeting a quorum is not present, the provisions of this Memorandum relating to adjourned meetings shall
apply,
mutatis mutandis
.
8.2 Fractions of securities
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 with 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.
8.3 Dividends
8.3.1 A general meeting or the Board may declare cash or scrip dividends, in accordance with the Act, to any one
or more classes of shareholders from time to time:
8.3.1.1 registered as such at a date which shall be not less than 14 (fourteen) days after the date of
publication of the announcement of the declaration of the dividend on the basis that the securities
register may not be closed between the date of publication of such announcement and the record
date for the payment of the dividend; and
8.3.1.2 with the sanction of a general meeting, any dividend declared may be paid either wholly or in part
by the distribution of such specific assets in such manner as the directors may determine,
provided that no greater dividend shall be declared by a general meeting than is recommended by the Board.
8.3.2 The Company may transmit any dividend or other amount payable in respect of a security by Electronic Funds
Transfer to the bank account of the security holder thereof recorded in the securities register as the holder
thereof may previously have given to the Company in writing, and the Company shall not be responsible for
any loss in transmission due to the incorrect bank account or any incorrect information given to the Company
by the security holder.