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Explanatory note
On 1 May 2011, being the date that the 2008 Companies Act came into effect, the Memorandum of Association
and Articles of Association of the company automatically converted into the company’s Memorandum of
Incorporation (MOI). For consistency of reference in this notice of AGM, the term “MOI” or “Memorandum of
Incorporation” is used throughout to refer to the company’s Memorandum of Incorporation (which previously
comprised the company’s Memorandum of Association and its Articles of Association, as aforesaid).
All references in this notice of AGM (including all of the ordinary and special resolutions contained herein)
to the company’s MOI refer to provisions of that portion of the company’s MOI that was previously called the
company’s Articles of Association.
1. Ordinary resolution 1 – Election of Adv MF Gumbi
RESOLVED THAT Advocate Mojankunyane Florence (Mojanku) Gumbi, who was appointed to the board on
1 March 2011, offers herself for election, be elected as a director of the company with immediate effect.
Percentage of voting rights required to pass this resolution: 50% plus 1 vote of the voting rights
exercised.
2. Ordinary resolution 2 – Election of NB Langa-Royds
RESOLVED THAT Nomalizo Beryl (Ntombi) Langa-Royds, who was appointed to the board on 15 March
2011, offers herself for election, be elected as a director of the company with immediate effect.
Percentage of voting rights required to pass this resolution: 50% plus 1 vote of the voting rights
exercised.
3. Ordinary resolution 3 – Election of JDMG Koolen
RESOLVED THAT Jacobus Dorotheus Maria Gerardus (Jack) Koolen, who was appointed to the board on
15 March 2011, offers himself for election, be elected as a director of the company with immediate effect.
Percentage of voting rights required to pass this resolution: 50% plus 1 vote of the voting rights
exercised.
Motivation for ordinary resolutions 1, 2 and 3
In terms of the 2008 Companies Act and the company’s MOI, directors who are appointed by the board
(as opposed to being elected by the shareholders) serve as directors of the company on a temporary
basis until elected by the shareholders.
Each of Advocate Mojankunyane Florence Gumbi, Nomalizo Beryl Langa-Royds and Jacobus Dorotheus
Maria Gerardus Koolen were appointed by the board during March 2011. These directors are eligible for
election and have made themselves available for election by the shareholders. The board recommends their
election.
4. Ordinary resolution 4 – Re-election of RJ Symmonds
RESOLVED THAT Robert John (Johnny) Symmonds who retires in accordance with the company’s MOI
and being eligible, offers himself for re-election, be re-elected as director of the company with immediate
effect.
Integrated report 2011 | African Bank Investments Limited 93