Full integrated annual report - African Bank - Investoreports

10. Special resolution 4 – amendment of article 27 – accounts and records
RESOLVED THAT the entire article 27 of the company’s MOI be and is hereby replaced by the following
article 27:
“27. ACCOUNTS AND RECORDS
27.1 Not less than 15 business days before the date of any annual general meeting, a summarised
form of the fi nancial statements to be presented at such meeting and directions for obtaining
a copy of the complete annual fi nancial statements for the preceding fi nancial year shall be
sent to every shareholder, subject to and in accordance with the provisions of the Statutes
(including but not limited to the Companies Act), the JSE Listings Requirements and all other
applicable law. In addition, the requisite number of copies as may be required by law shall
be sent to the Registrar of Banks, the JSE and any other regulatory body, all of which shall be
done in accordance with the provisions of applicable law.
27.2 Nothing in article 27 shall detract from the right, if any, under the Statutes of any person
who holds a benefi cial interest in securities issued by the company to receive notice of the
publication of any annual fi nancial statements and, on demand, receive a copy thereof, in
each case subject to the provisions of the Statutes.
27.3 If so required by the Statutes, the JSE Listings Requirements or any other applicable law,
and in the manner and within the time periods required thereby, the company shall distribute
interim reports to its shareholders, after the expiration of the fi rst period of 6 (six) months of
each fi nancial year of the company.
27.4 Nothing contained in this article 27 shall impose a duty on the directors to send copies of
such documents to any person whose address is not known to the company, or where any
shares are jointly held, to more than one of the joint holders of such shares.
27.5 Shareholders’ rights of inspection of the company’s records shall be as set out in the Statutes.
The directors shall from time to time determine to what extent and at what times and places
and under what conditions such records of the company, or any of them, shall be open to the
inspection of the shareholders. No shareholder (not being a director) shall have the right of
inspecting any account or book or document of the company, except as conferred by Statute
or authorised by the directors.”
Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised.
Motivation for special resolution 4
The reason for the passing of this special resolution is to enable the company to provide shareholders
with a copy of summarised fi nancial statements and directions for obtaining complete annual fi nancial
statements for the preceding fi nancial year in accordance with the 2008 Companies Act. The effect of this
will be to allow the company, for example, to direct shareholders to an internet website to obtain a copy
of the complete annual fi nancial statements for the preceding fi nancial year. Shareholders will however,
be entitled to request the company to send them a copy of the complete annual fi nancial statements.
Article 27 also ensures alignment between the MOI, the Statutes and the JSE Listings Requirements.
Further, article 27.5 allows the directors to regulate the reasonable periods and conditions of access to
those records of the company which the shareholders have a right to inspect.
Integrated report 2011 | African Bank Investments Limited 97