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AfroCentric INTEGRATED ANNUAL REPORT 2016
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6. Subject to the Act, holders of any redeemable preference share shall, when such holders are entitled to vote at any general
meeting or annual general meeting of the Company in terms of clause 5 above, shall:
6.1 not have any special rights and/or privileges attached to their vote/s; and
6.2 be entitled to 1 (one) vote for each share that they hold, provided that their total voting right at such a general
meeting or annual general meeting, may never be more than 24.99% less one vote of the total voting rights of all
shareholders at such meeting.
[LR S10.5(c)]
7. Payment in respect of preference dividends and any other payments shall be made in the currency of South African Rand
at the risk of the relevant holder of redeemable preference shares either by cheque sent by ordinary post to the address of
each holder of redeemable preference shares as recorded in the register of the Company’s shareholders or by electronic
transfer to such bank account nominated in writing by any holder of redeemable preference shares for such purpose.
Payment in respect of shareholders whose redeemable preference shares have been dematerialised will be made to the
relevant CSDP or broker.
8. All or any of the rights attaching to the issued redeemable preference shares may not be modified, altered, varied, added
to or abrogated, without the prior written consent of the holders of at least three-quarters of the issued redeemable
preference shares or the sanction of a resolution of the holders of the issued redeemable preference shares passed at a
separate general meeting of such holders and at which redeemable preference shareholders holding in the aggregate not
less than one quarter of the total votes of all the redeemable preference shareholders holding securities entitled to vote at
that meeting are present in person or by proxy and the resolution has been passed by not less than three quarters of the
total votes to which the redeemable preference shareholders are present in person or by proxy are entitled.
9. The holder of each redeemable preference share is granted the right and option (“the call option”) to subscribe for such
number of ordinary shares at the prices set out below. The call option may be exercised by the holder of each redeemable
preference share upon the following terms and conditions:
9.1 the call option may be exercised by the relevant shareholder giving written notice to that effect to the Company in
accordance with the procedure set out in paragraph 11 below, in respect of each of the periods ending on
30 November 2010, 2011, 2012 and 2013 (“the option exercise dates”);
9.2 the number of ordinary shares that will be issued to the holder of each redeemable preference share if the call option
is exercised in respect of that redeemable preference share at the relevant time shall be calculated in accordance
with the following formula:
{(A – B)/0.85 – (A – B)} x C/D
Where:
A = the total ordinary shares in issue at time of exercise of the call option.
B = the total ordinary shares issued in terms of previously exercised call options.
C = the number of redeemable preference shares in respect of which the call option is exercised.
D = the total number of redeemable preference shares originally issued in terms of the rights offer.
9.3 the subscription price per ordinary share payable by the shareholder to the Company shall be calculated in
accordance with the following formula:
A = B ÷ C
Where
A = the subscription price per ordinary share at which the call option may be exercised.
B = the aggregate subscription price at which the preference shares associated with the options that were
exercised were subscribed for by the relevant shareholder;
C = the number of ordinary shares that will be issued by the Company upon the exercise of the call option;
9.4 the call option may be exercised in whole or in part;
9.5 any call option that is not exercised by 31 December 2013 shall lapse.
10. From the date upon which ordinary shares are issued pursuant to the exercise of the relevant call options, the preference
shares to which the exercised call options relate shall cease to be entitled to any dividend or other distribution. The only
monies to which holders of those redeemable preference shares shall be entitled are the redemption monies provided for
in 10 below.
ANNEXURE A: MEMORANDUM OF INCORPORATION
AMENDMENT (continued)