Salient features of the new memorandum of incorporation

The Company is authorised to issue no more than 2 500 000 000 ordinary shares of R0,01 each (which includes ordinary shares already issued at any time).

The rights, privileges, conditions or interests of any class of the Company’s securities may not be varied in any manner adverse to the holders of that class of securities (unless otherwise provided by the terms of issue of the securities of that class), nor may any variations be made to the rights, privileges, conditions or interests, of any class of securities, such that the interests of another class of securities is adversely affected, unless the consent in writing of the holders of not less than 75% of the issued securities of that adversely affected class has been obtained, or a special resolution sanctioning the variation has been passed by the holders of that adversely affected class of shares with the support of at least 75% of the voting rights exercised on the special resolution at a separate meeting of the holders of that class.

The board may not authorise any financial assistance by the Company in connection with the subscription for or purchase of its securities or those of a related or inter-related company without complying with section 44(3) of the Companies Act.

The Company will permit securities to be held by one person for the beneficial interest of another but shall not permit such securities to be voted upon by the holder of the beneficial interest unless he/she holds a proxy appointment from the security holder.

Subject to the provisions of the Companies Act and the Listings Requirements of the JSE, save for –

all other amendments of the MOI shall be effected in accordance with section 16(1)(c) of the Companies Act and must be approved by a special resolution passed by the holders of the ordinary shares. The board shall publish a copy of any such correction effected by the board.

The board shall not have the capacity to make, amend or repeal any rules relating to the governance of the Company, as contemplated in sections 15(3) to (5) of the Companies Act and in the Listings Requirements of the JSE.

The Company shall convene an annual general meeting once in every calendar year, but no more than 15 months after the date of the previous annual general meeting, or within an extended time allowed by the Companies Tribunal, on good cause shown, which must, at a minimum, provide for the following business to be transacted –

–	presentation of – the directors’ report; audited financial statements for the immediately preceding financial year; an audit committee report;
–	election of directors, to the extent required by the Companies Act or the MOI;
–	appointment of – an auditor for the ensuing year; an audit committee; and
–	any matters raised by holders, with or without advance notice to the Company.

Shareholder meetings convened in terms of the Listings Requirements of the JSE must be held in person and may not be held by means of a written resolution as is contemplated in section 60 of the Companies Act.

Every shareholders’ meeting shall be held where the board determines from time to time. The authority of the Company to conduct a shareholders’ meeting entirely by electronic communication, or to provide for participation in a shareholders’ meeting by electronic communication so long as the electronic communication employed ordinarily enables all persons participating in that shareholders’ meeting to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the shareholders’ meeting, as set out in section 63(2) of the Companies Act, is not limited or restricted.

Subject to section 62(2A) of the Companies Act read with Schedule 10 to the Listings Requirements of the JSE, a shareholders’ meeting shall be called by at least 15 business days’ notice delivered by the Company to all holders entitled to vote or otherwise entitled to receive notice and to the JSE. An announcement shall also be made on SENS.

The quorum necessary for the commencement and continuation of a shareholders’ meeting shall be sufficient persons present in person or represented by proxy at the shareholders’meeting to exercise, in aggregate, at least 25% of all of the voting rights that are entitled to be exercised in respect of one matter on the agenda, but a shareholders’ meeting may not begin nor continue unless in addition at least three persons entitled to vote are present in person or represented by proxy at the meeting. A matter to be decided at a shareholders’ meeting may not begin to be considered unless those who fulfilled such quorum requirements continue to be present.

An ordinary resolution, save to the extent expressly provided in respect of a particular matter contemplated in the MOI, shall require to be adopted with the support of more than 50% of the voting rights exercised on the resolution. A special resolution shall require to be adopted with the support of at least 75% of the voting rights exercised on the resolution. Votes shall be cast by way of a show of hands, in which case each person entitled to vote and present or represented by proxy shall have one vote, unless a poll is demanded, in which case each person shall have the number of votes determined in accordance with the voting rights associated with that person’s securities. (On a vote by a poll, every person entitled to vote who is present at the meeting shall have one vote per issued ordinary share.)

The board shall not have the power to issue authorised securities without having obtained the requisite prior approval of the shareholders of the Company in terms of the Companies Act and/or the Listings Requirements of the JSE and the approval of the JSE (where necessary). The board may issue, without the aforementioned approval, debt instruments, as contemplated in section 43(1)(a) of the Companies Act and capitalisation shares or offer a cash payment in lieu of awarding a capitalisation share in accordance with section 47 of the Companies Act.

No securities of a class which is listed may be issued other than as fully paid.

The Company is authorised to repurchase its securities subject to compliance with the Companies Act and the JSE Listings Requirements (if applicable).

The Company is prohibited from claiming any lien over any of its issued securities.

There is no restriction on the transfer of the Company’s securities.

The Company has the powers and capacity of an individual and is not subject to any special conditions.

The board’s powers to provide direct or indirect financial assistance as contemplated in section 45(2) of the Companies Act are not limited in any manner.

If the board adopts a resolution to provide such financial assistance, notice in writing of that resolution must be delivered to every shareholder and to any trade union representing its employees within the prescribed period.

Where the Company intends to issue authorised but unissued equity securities of a particular class for cash, such issue shall first be offered to the existing holders of that class by way of a pro rata rights offer, with a reasonable time allowed to subscribe, before the offer is made to any other person, except if to be issued –

After the expiration of the time within which such a rights offer may be accepted, or on the receipt of an intimation from the person to whom the offer is made that he/she/it declines to accept the equity securities offered, the directors may, subject to the aforegoing provisions, issue such equity securities in such manner as they think most beneficial to the Company.

Section 94 of the Companies Act prescribes that each year the Company must elect an audit committee at its annual general meeting. Clauses 139 to 155 of the MOI sets out, inter alia, the composition of the audit committee, the manner and process of election and appointment and the qualifications necessary to serve as a member of the audit committee. The clause also sets out the rights and duties of the audit committee and the auditor.

The board is required to determine the record date in respect of a corporate action or event, in accordance with section 59 of the Companies Act, the applicable rules of the Central Securities Depository and the Listings Requirements of the JSE, and notice of such record dates must be published by the Company.

The minimum number of directors shall be four. No director or alternate director shall be elected to serve as such for a life or indefinite term. Alternate directors may not be appointed from the ranks of the directors. Any shareholder shall have the right to nominate persons for election as directors.

The directors or alternate directors or members of board committees or statutory committees shall be entitled to such remuneration for their services as directors or alternate directors or members of committees as may have been determined from time to time by special resolution within the previous two years. In addition, such persons shall be entitled to all reasonable expenses incurred in the course of attending meetings which shall be determined by a disinterested quorum of directors.
Any type of remuneration contemplated in sections 30(6)(b) to (g) of the Companies Act may be paid or granted to any executive directors.

A director may be employed in any other capacity in the Company or as a director or employee of a company controlled by, or itself a major subsidiary of, the Company and in such event, his/her appointment and remuneration in respect of such other office must be determined by a disinterested quorum of directors.

At each annual general meeting of the Company, one-third of the directors in office are required to retire. The directors so to retire shall be those who have been longest in office since their last election. As between directors of equal seniority, the directors to retire shall, in the absence of agreement, be selected from among them by lot.

Any director holding office for an aggregate period in excess of nine years since his/her first election or appointment, shall retire from office at such annual general meeting (notwithstanding that he/she may have retired from office at the previous annual general meeting).

Retiring directors shall be eligible for re-election.

The board may appoint any number of board committees and delegate to such committees any authority of the board. The MOI does not prescribe any general qualifications for a person to serve as a member of a board committee and persons who are not directors may serve as committee members (so long as such persons are not ineligible or disqualified in terms of the Companies Act), but such persons shall not be entitled to vote at board committee meetings.

Committees of the board may consult with or receive expert or professional advice from any person.

The board has full authority to manage the Company.

The directors may establish and maintain any pension, superannuation, provident and benefit funds and may give pensions, gratuities and allowances to and make payments for or towards the insurance of, any persons who are employees or former employees of the Company, or of any company which is or was a subsidiary of the Company or is or was in any way allied to or associated with it or any such subsidiary, and the wives, widows, families and dependants of such persons.

If a director, alternate director, prescribed officer or a member of a committee has a personal financial interest in respect of a matter to be considered by the board, or knows a related person who has such an interest, that director must disclose the personal financial interest and its general nature.

The MOI sets out the circumstances under which such persons are to disclose personal financial interests, as well as the procedures to be followed when such disclosures are made, which were established in accordance with the provisions of the Companies Act.

The quorum for a directors’ meeting is a majority of the directors for the time being in office. The directors may elect a chairperson of their meetings and determine the period for which he/she is to hold office. Each director has one vote on a matter before the board and a majority of votes cast on a resolution is sufficient to approve that resolution. In the case of a tied vote, the chairperson may cast a deciding vote, even if the chairperson initially cast a vote, except if only two directors are present at a meeting of directors.

A round robin resolution, signed by the majority of the directors entitled to vote thereon, being not less than a quorum for meetings of directors, shall be as valid and effectual as if it had been passed at a meeting of the directors duly called and constituted, provided that each director has received notice of the matter to be decided.

The company may make distributions from time to time, provided that –

The Company must hold all monies due to the shareholders in trust indefinitely, but subject to the laws of prescription.

The Company may give notices, documents, records or statements or notices of availability of the aforegoing by personal delivery to the holder or, if required, a holder of beneficial interests or by sending them prepaid through the post or by transmitting them by electronic communication.

The Company shall not be bound to use any method of giving notice, documents, records or statements or notices of availability of the aforegoing, contemplated in the Regulations in respect of which provision is made for deemed delivery.

The Company may not pay fines that may be imposed on a director (which includes a former director, an alternate director, a prescribed officer and a member of a committee) as a consequence of an offence committed thereby unless the conviction was based on strict liability.

The Company may advance expenses to a director to defend litigation arising out of the director’s services to the Company and indemnify directors in respect of such liabilities in the circumstances set out in clause 166. The Company may purchase insurance in respect of these indemnities and may also claim restitution from a director in respect of amounts of money paid which were not consistent with section 78 of the Companies Act.