Full integrated annual report - African Bank - Investoreports

100
Notice of annual general meeting continued
The reason for special resolutions 5 and 6 is to:
enable the company to provide notices to shareholders and others by means of electronic medium in
accordance with the 2008 Companies Act and any applicable law; and
remove from the MOI those provisions regarding electronic communication which are no longer of
application.
While the company was always allowed, subject to applicable law, to provide notices and documents to
its shareholders by various methods, including delivery by electronic medium, the amended articles 29
and 41 are aligned with the requirements of the 2008 Companies Act, the Electronic Communications and
Transactions Act, 25 of 2002 and the JSE Listings Requirements.
The amendment to article 8.3 in special resolution 5 brings the notice provisions contained in the MOI in
line with the 2008 Companies Act.
13. Special resolution 7 – correction of technical matters in the MOI
RESOLVED THAT the following amendments be made to the MOI:
13.1 Any reference in the MOI to the “JSE Securities Exchange, South Africa” or “the Johannesburg
Stock Exchange”, be amended to be a reference to “the JSE Limited” or “the JSE” as best suits
the context and any reference to the “JSE Limited” or “the JSE” shall include “the successor in title
thereto”;
13.2 The defi nition of “the Companies Act” shall “mean Act 71 of 2008, as amended or any act which
replaces it”;
13.3 In paragraph 7.12D, the text marked below with a strike through line be deleted and the underlined
text added to such paragraph:
“the written approval by the Registrar of Banks shall fi rst be obtained to any proposed alteration (in
terms of Section 44, 55, 56 or 62, 75, 83 and 84 of the Companies Act) of the name of the company
or the Memorandum of Incorporation Association or Articles of Association of the company prior
to the registration thereof by the Registrar of Companies any fi ling thereof as may be required in
terms of the Companies Act. Any application for the Registrar of Banks’ approval shall be lodged
with the Registrar of Banks before the proposed special resolution is laid before a general meeting
of the company.”;
13.4 In article 10.1, the reference to “Section 195(1) of the Companies Act” shall be amended to a
reference to “Section 195(1) of the Companies Act No. 61 of 1973”, in order to ensure that voting
rights associated with the securities held by the shareholders remain unamended;
13.5 In article 10.8, the reference to “Section 189 of the Companies Act” shall be amended to a
reference to “Section 58 of the Companies Act”;
13.6 In article 23.4, the reference to “Section 90 of the Companies Act” shall be amended to a reference
to “Section 46 of the Companies Act”;
13.7 Article 36, which previously referred to section 90 and section 85 of the 1973 Companies Act, is
corrected so that it refers to the applicable sections of the 2008 Companies Act so that after such
amendment such article reads as follows:
“Subject to section 46 of the Companies Act, as amended, the company is authorised to make
payments and other distributions to its shareholders.
Without limiting the generality of the foregoing, the company is entitled to apply its share premium
account for the payment of the premium over the par value of the shares so acquired in terms of
article 35 and section 48 of the Companies Act”.
Integrated report 2011 | African Bank Investments Limited