Full integrated annual report - African Bank - Investoreports

c) the issued share capital and reserves of the company and the group will, after the repurchase,
be adequate for the ordinary business purposes of the company and the group for the 12 month
period after the date of the repurchase; and
d) the working capital available to the company and the group will, after the repurchase, be
adequate for the ordinary business purposes of the company and the group for the 12 month
period following the date of the repurchase.
Since the method of acquisition and the number of securities to be acquired are still to be determined
by the board of directors in the future, the board of directors shall only exercise the authority hereby
granted to it if, within the board’s discretion, circumstances should merit such exercise and provided
that, on the date of the acquisition of the securities and taking into account the effect thereof, the
company will be able to comply with the requirements of a) to d) above.
In addition to the above requirements, any resolution by the board of directors authorising any
such repurchase must include a statement that the company passed the solvency and liquidity test
contemplated in the 2008 Companies Act and that since the test was done there have been no material
changes to the fi nancial position of the group.
Finally, the directors shall not make any payment in whatever form to acquire shares unless it is satisfi ed
the relevant requirements of section 48 of the 2008 Companies Act have been fulfi lled.
For the purposes of considering special resolution 11 and in compliance with the JSE Listings
Requirements, the general information required in Rule 11.26 of the JSE Listings Requirements has
been included in an annexure headed “Paragraph 11.26 Information” at the end of this notice.
18. Ordinary resolution 7 – directors’ authority to implement special and ordinary resolutions
RESOLVED as an ordinary resolution that each and every director of the company be and is hereby
authorised to do all such things and sign all such documents as may be necessary for or incidental to the
implementation of the resolutions passed at this meeting.
Percentage of voting rights required to pass this resolution: 50% plus 1 vote of the voting rights
exercised.
Motivation for ordinary resolution 7
This resolution is to provide the directors with the necessary authority to do all things necessary to act
under or implement the decisions and resolutions passed at this meeting.
19. General information
19.1 Voting and proxies
A shareholder entitled to attend and vote at the meeting is entitled to appoint one or more
proxies (who need not be a shareholder of the company) to attend, participate in and vote at
the meeting in the place of the shareholder.
The attached form of proxy is only to be completed by those shareholders who:
hold shares in certifi cated form; or
are recorded on the sub-register in dematerialised electronic form with “own name” registration.
All other benefi cial owners who have dematerialised their ordinary shares through a Central Securities
Depository Participant (CSDP) or broker and wish to attend the AGM, must instruct their CSDP or
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