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Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised.
Motivation for special resolution 7
The company’s MOI refers to sections of the repealed 1973 Companies Act, some of which sections have
been replaced by new sections in the 2008 Companies Act and some of which have been repealed and
not replaced at all. In certain instances, it remains correct to refer to the 1973 Companies Act, in order to
keep existing rights of shareholders unamended (such as in paragraph 13.4 above). The amendments
requested above are of a technical nature and are to assist the company and its shareholders in
understanding its MOI in the context of the current legislation.
The amended MOI, drawn on the assumption that the amendments referred to in this notice of AGM
are passed in the form presented, is available for inspection by the shareholders of the company at the
company’s principal place of business.
14. Special resolution 8 – lodging of consolidated MOI with CIPC
RESOLVED THAT a consolidated version of the memorandum of incorporation, incorporating all
amendments that have been made thereto since such document was last consolidated in 1995 (including
each of the amendments referred to in this notice of AGM relating to the amendment of the MOI, to the
extent that they are passed) be adopted by the company and fi led with the Companies and Intellectual
Property Commission as a consolidated revision of the MOI applying to the company.
Percentage of voting rights required to pass this resolution: 75% of the voting rights exercised.
Motivation for special resolution 8
In light of the numerous changes to the MOI, the directors believe that it is appropriate to compile and
register a consolidated version of the MOI. The effect of this resolution, if passed, will be that all of the
articles forming part of the MOI which apply to the company will be consolidated into one document and
lodged with the Companies and Intellectual Property Commission.
Should any shareholder wish to obtain a copy of the consolidated version of the MOI, they will be available
on the ABIL website at www.abil.co.za, once they have been fi led with the Companies and Intellectual
Property Commission. Any shareholder who requires a copy of the consolidated MOI may request same
from the company secretary of ABIL, once they have been so fi led.
Should any shareholder who wishes to obtain the version of the MOI, consolidated to refl ect all previous
changes to the MOI other than those referred to in this notice, may request same from the company
secretary of ABIL.
15. Special resolution 9 – general authority to provide financial assistance to related or inter-related
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 the 2008 Companies Act, the company’s
MOI and the JSE Listings Requirements, authorise the company to provide direct or indirect fi nancial
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 inter-related to the company, for any purpose or
Integrated report 2011 | African Bank Investments Limited 101