Full annual report - African Bank - Investoreports

Notice of annual general meeting continued
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decreased as a result of the capitalisation share election referred to above.) Practically the maximum voting rights which
preference shareholders could control at a general or annual general meeting of ABIL is considerably below the 24,99%
limit stipulated in the JSE Listings Requirements.
The inclusion of a provision in the revised MOI in compliance with the requirement contained in paragraph 8.2 above
grants the preference shareholders an additional right.
As the literal terms of the preference shares are being amended through the harmonisation process above, all
amendments to clauses 38 and 39 require the prior sanction of a resolution passed at a separate class meeting of the
holders of the preference shares in the same manner mutatis mutandis as a special resolution. Such a meeting has been
called to be held prior to the AGM.
Further, the holders of the preference shares are entitled to vote, either in person or by proxy, at the AGM in respect of
special resolution 2, due to the proposed amendment to clauses 38 and 39 contained in the revised MOI.
The following documents, or copies thereof, will be available for inspection during normal business hours at the registered
office of ABIL, from the date of this notice of AGM up to and including the date of the AGM (and can also be found on
ABIL’s website www.abil.co.za):
(i) t he current MOI; and
(ii) the revised MOI.
9. Special resolution 3 – general authority to provide financial assistance to related or interrelated
companies and corporations
RESOLVED THAT, to the extent required by the 2008 Companies Act, the board of directors of the company may,
subject to compliance with the requirements of either section 44 or section 45 of the 2008 Companies Act, as the case
may be, the company’s MOI and the JSE Listings Requirements, authorise the company to provide direct or indirect
financial assistance by way of loan, guarantee, the provision of security or otherwise, to any of its subsidiaries and/or any
other company or corporation that is related or interrelated to the company, for any purpose or in connection with any
matter including, but not limited to, the subscription of any option, or any securities, issued or to be issued by a related or
interrelated company, or for the purchase of any securities of the company or a related or interrelated company. Such
authority shall not extend to permitting the company to provide any such financial assistance for the purposes of or in
connection with the acquisition of any securities issued by the company unless it relates to any general repurchase of
ABIL shares by ABIL or any subsidiary of ABIL or the shareholders have provided the company with the necessary
authority to do so by virtue of a separate authorising resolution.
Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised.
Motivation for special resolution 3
Prior to the 2008 Companies Act becoming effective, ABIL, acting through its board, was entitled without shareholder
permission, to make intercompany loans, grant financial assistance to group companies and further was entitled to
provide financial assistance, should the directors deem it appropriate, in connection with the acquisition of shares and
debentures of its subsidiaries.
However, sections 44 and 45 of the 2008 Companies Act limit this ability. These sections provide, amongst other, that the
particular financial assistance must be provided only pursuant to a special resolution of the shareholders, adopted within
the previous two years, which approves such assistance either for the specific recipient, or generally for a category of
potential recipients, and the specific recipient falls within that category and the board of directors must be satisfied that: