Government Gazette 20091222-32832 Part2 - LexisNexis South Africa

162 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANffiSREGULATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Chapter 8 - Regulatory Agencies and Administration: Pari B - Access to Regulatory Agency Information and RecordsRegulation 186Part B - Access to Regulatory Agency Information and Records186. Restricted information(1) For the purpose of this Part, the following five classes of information are restricted:(a)(b)Information that has been determined to be confidential information in termsof section 212;Identity of a complainant, in the following circumstances:(i)(ii)A person who provides information in terms of section 159 may requestthat the Commission treat their identity as restricted information; butthat person may be a complainant in the relevant matter only if theysubsequently waive the request in writing.If a person has requested in terms of sub-paragraph (i) that theCommission treat their identity as restricted information -(aa)(bb)The Commission must accept that request; andThat information is restricted unless the person subsequentlywaives the request in writing.(c)Information that has been received by the Commission in a particular matter,other than that referred to in paragraphs (a) and (b), as follows:(i)The Description of Conduct attached to a complaint, and any otherinformation received by the Commission during its investigation of thecomplaint, is restricted information until the Commission issues areferral or notice of non-referral in respect of that complaint, but acompleted form CoR 139.1 is not restricted information.(d) A document -(i) that contains -(aa)an internal communication between officials of the Commission,or between one or more such officials and their advisors;(bb) an opinion, advice, report or recommendation obtained orprepared by or for the Commission;(cc)an account of a consultation, discussion or deliberation that hasoccurred, including, but not limited to, minutes of a meeting, forthe purpose of assisting to formulate a policy or take a decision inthe exercise of a power or performance of a duty conferred orimposed on the Commission by law; or

STAATSKOERANT, 22 DESEMBER 2009No.32832 163COMPANIES REGUlATIONSDRAFTFOR PUBUC COMMENT21 DECEMBER 2009Chapter 8 - Regulatory Agencies and Administration : Part B - Access to Regulatory Agency information and RecordsRegulation 187(ii)the disclosure of which could reasonably be expected to frostrate thedeliberative process of the Commissionby inhibiting the candid -(aa)(bb)communication of an opinion, advice, report or recommendation;orconduct of a consultation,discussion or deliberation; or(iii)the disclosure of which could, by premature disclosure of a policy orcontemplated policy, reasonably be expected to frustrate the success ofthat policy.(e)Any other document to which a public body would be required or entitled torestrict access in terms of the Promotion of Access to Information Act, 2000(Act No.2 of 2000).187. Access to information(1) Any person, upon payment of the prescribed fee, may inspect or copy anyCommission record-(a)(b)if it is not restricted information; orif it is restricted information, to the extent permitted, and subject to anyconditions imposed, by(i)(ii)this Regulation; oran order of the Tribunal, or a Court.(2) In a particular complaint the Commission may release otherwise restrictedinformation, other than confidential information, relating to a possible agreement ofterms of an appropriate order, or the consent of a complainant for an order to includean award of damages, to -(a)(b)The respondent; orAny person who has filed form CTR 149 in respect of that complaint.(3) In addition to the provisions of sub-regulation (1) and (2), the Commission mayrelease restricted information to, or permit access to it by, only the followingpersons:(a)(b)(c)the person who provided that information to the Commission;the person to whom the confidential information belongs;a person who requires it for a purpose mentioned in the Act; or

164 NO.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Chapter 8 - Regulatory Agencies and Administration : Part B - Access to Regulatory Agency Information and RecordsRegulation 187(d)any other person, with the written consent of the person to whom theinformation belongs.(4) When the Commission submits a Complaint Referral to the Tribunal, or supplies anyother information to the Tribunal, or the Minister, the Commission must identify anyinformation included in its submission -(a)(b)in respect of which a claim has been made in terms of Section 212 that has notyet been determined by the Tribunal; orthat has been finally determined to be confidential information.

STA..6,.TSKOE RANT, 22 DESEMBER 2009No.32832 165COMPANIES REGULATIONSDRAIT FOR PUBUC COMMENT 21 DECEMBER 2009Chapter 8 - Regulatory Agencies and Administration: Part B - Exercise of Commission's Exemption and other FunctionsRegulation 188-r189Part B - Exercise of Commission's Exemption and other Functions188. Procedures relating to requests for exemption in terms of Section 9(1) Upon receiving a request for exemption referred by the Minister in terms of section9, the Commission, by issuing Form CoR 188 to the requester, may require therequester to provide the necessary particulars before the request will be considered, ifthe application does not specify sufficient particulars of -(a)(b)the specific company or categories of state owned companies for whom theexemption is sought;the specific provisions of the Act from which exemption is sought; or(c) the specific relevant alternative legislation contemplated in section 9(2).(2) H the requester-(a)does not respond to the Commission within 40 business days after beingserved with form ,CoR 188 the request will be deemed to have beenabandoned.(b) responds to the Commission, but does not, to the satisfaction of theCommission, meet the requirements set out in form CoR 188 as issued, theCommission, by issuing a new form CoR 188 to the requester, may againstipulate any further information, or clarification, required before theapplication will be considered, and the provisions of this sub-regulation (2)apply afresh to any such new Form CoR 188.(3) If a request is deemed to have been abandoned in terms of sub-regulation (2), theCommission may close its file on that application by giving notice of that fact to theMinister, but without providing any further advice to the Minister as contemplated insection 9 (3).(4) After receiving adequate information to begin consideration of a request, theCommission -(a)(b)must publish in the Gazette the notice of the request, and-may request :further information from any person who submits a representationin response to a notice published in terms of paragraph (a).189. Procedures related to withdrawing exemptions(1) An exemption granted by the Minister in terms of section 9 is valid until withdrawnby the Minister in accordance with this section.(2) The Commission -

166 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFTFORPUBUC COMMENT 21 DECEMBER 2009Chapter 8 • Regulatory Agencies and Administration: Part B - Exercise of Commission's Exemption and other FunctionsRegulation 190(a)(b)must monitor any national legislation that forms the basis on which anexemption is granted in terms of section 9 (2); andmay recommend to the Minister that an exemption be withdrawn if thenational legislation contemplated in section 9 (2), and on the basis of whichthe exemption was granted, has subsequently been amended or repealed to theextent that the grounds for the exemption no longer exist.(3) If the Commission is contemplating making a recommendation to the Minister interms of sub-regulation (2)(b), the Commission must so notify the Minister, theMinister of Public Enterprises, or the Minister responsible for Local GovernmentAffairs, as the case my require, and the company concerned, in writing, of thepossible intention to do so, as well as publishing a notice of that intention in theGazette.(4) The Commission may request further information from any person who submits arepresentation in response to a notice given or published in terms of sub-regulation(3).(5) After considering any submissions or other information received in relation to theproposed withdrawal of exemption, the Commission must advise the Ministerwhether or not to withdraw the exemption.190. Content and standards for Commission registers(1) The Commisssion must keep any register required in terms of the Act in an officiallanguage of the Republic, in a manner sufficient to provide an adequate informationbase to-(a)(b)enable the Commission to satisfy all reporting requirements applicable to it, interms of the Act or any other applicable law;provide simple and efficient access to the public to information required toexercise any right in terms of the Act, or any other applicable law; and(2) The registers required to be kept by the Act must be kept in such a manner as -(a)to provide adequate precautions against-(i)(ii)theft, loss or intentional or accidental damage or destruction; andfalsification; and(b)to facilitate the discovery and correction of any error or falsification.(3) If the Commission keeps any register partially or completely in electronic form, thecommission must -(a)provide adequate precautions against loss of the records as a result of damageto, or failure of, the media on which the records are kept; and

ST,oATSKOERANT, 22 DESEMBER 2009No. 32832 167COMPANIES REGUIATIONSDRAFI' FUR PUBliC COMMENT 21 DECEMBER 2009Chapter 8 - Regulatory Agencies and Administration: Part B - Exercise of Commission's Exemption and other FunctionsRegulation 190(b)ensure that information in the register is capable of being retrieved to areadable and printable form, including by converting the records from legacyto later storage media, or software, to the extent necessary from time to time.(4) The commission may determine the specific form of any register, and the particularmanner in which information is recorded in or compiled from any register.

168 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Chapter 8 - Regulatory Agencies and Administration: Part C - Specialist CommitteesRegulation 191Part C - Specialist Committees191. Standing Advisory Committee(1) There is hereby established a specialist committee as contemplated in section 191(l)(a) to be known as the standing advisory committee on company law, andcomprising -(a)(b)a judge, a retired judge or a senior advocate of the Supreme Court of SouthAfrica as chairperson;other members to be determined from time to time determine(2) A member of the standing advisory committee shall hold office for such period as theMinister may direct and shall be eligible for reappointment upon the expiration of theperiod of his office.(3) The standing advisory committee shall as to witnesses and their evidence have thepowers of a commission duly appointed under the Commissions Act, 1947 (Act 8 of1947).(4) The standing advisory committee may from time to time make recommendations tothe Minister in regard to any amendments to this Act which may appear to it to beadvisable and shall advise the Minister on any matter referred to it by the Minister.(5) The standing advisory committee shall constitute and maintain at all times suchstanding subcommittees on accounting, legal and other practices as the Minister mayfrom time to time determine.(6) The standing advisory committee shall appoint as members of the standing subcommitteessuch of its members and such other persons and for such periods ofoffice, as it may from time to time determine.(7) The standing advisory committee may call to its assistance such person or persons asit may deem necessary to assist it or to investigate matters relating to company law.(8) The Registrar shall be responsible for the administration of the standing advisorycommittee and the standing sub-committees.

STA.A:rSKOERANT, 22 DESEMBER 2009No.32832 169COMPANIES REGULATIONSDRAFT FUR PUBUC COMMENT 21 DECEMBER 2009Annexure 1 : Table CR 1 • Prescribed FormsRegulation 191Whenever a document is required -(a)Annexure 1Table CR 1 - Prescribed Forms(in terms ofRegulation 5)in terms of a section of the Act Oran provision of these Regulations as listed incolumn 1 of this Table; and(b) for a purpose listed in column 2,the document must be substantially in the form of the annexure listed opposite that sectionnumber in column 3, and must be produced, delivered, or filed as the case may be subject toany conditions or requirements listed opposite that section number in column 4.1 2 3 4Authority Purpose e)fForm Form Conditions5.11(1) Application to Reserve a CoR 10.1 Must be accompanied by a filing fee of RR. 10 Company Name RsO;andAny relevant documentation or evidencerequired in terms of Regulation 9.5.12 (4) Application for Extension CoR 10.2 Must be accompanied by filing fee ofR. 10 of Name Reservation R20; and a statement required by inRegulation 10 (2)(b), and evidencerequired by Regulation 10 (2)(c), ifapplicable.R 10 (3)(a) Notice requiring further CoR 10.3particulars, issued by theCommissionR. 10 (3)(b) Notice confirming name Cor 10.4reservation, issued by theCommissionR. 10 (3)(c) Notice refusing name CoR10.5reservation, issued by theCommissionS. 12 (3)(a) Notice of potentially CoR10.6R. 10 (4)(a) contested name, issued bythe Commission5.12 (3)(b) Notice of potentially CoR10.7R. 10 (4)(b) offensive name, issued byCommission5.12 (9) Application for Defensive CoR11.1 Must be accompanied by a filing fee ofRllR2s0 and evidence of a direct andG09-235844-B

170 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFf FOR PUBUC COMMENT21 DECEMBER 2009Annexure 1 : Table CR 1 - Prescribed FormsRegulation 1911 Z 3 4Authority Purpose of Form Form ConditionsName Reservationmaterial interest in the name.5.12 (9) Application for Renewal of CoR11.2 Must be accompanied by a filing fee ofR.ll Defensive Name R50and evidence of a direct andReservationmaterial interest in the name.5.12 (5) Application to transfer CoR12.1 Must be accompanied by a filing fee ofR. 12 reserved name R250 and evidence as required byRegulation 12 (l)(b).5.12 (5) Notice of refusal of CoR12.2R. 12 transfer, issued by theCommission5.12 (6) Show Cause Notice issued CoR14R. 14 by the Commisssionrelated to abuse of namereservation system5.13(2) Notice of Incorporation CoR15.1 Payment of a filing fee, subject to aR. 15 credit -(a) for any amount previously paid toreserve the company's name; or(b) of an amount equal to the fee forname reservation, if the company haschosen to be known by its registrationnumber alone.Must have Memorandum ofIncorporation attached.Refer to Annexure 2, Table CR2B forIncorporation fees.5.13 (4) Notice rejecting a Notice of CoR15.2R.15 (5) Incorporation, issued bythe Commission5.14 (l)(b) Registration Certificate CoR15.3R15 (7)5.13 (l)(a) Standard Form CoR16.1 Refer to Annexure 2, Table CR2B forR.16 (1) Memorandum of Incorporation fees.Incorporation

STAATSKOERANT, 22 DESEMBER 2009No.32832 171COMPANIES REGULATIONSDRAFT FOR PUBLIC COMMENT 21 DECEMBER 2009Annexure 1 : Table CR 1 - Prescribed FormsRegulation 1911 2 3 4Authority Purpose of Form Form Conditions5.16 (l)(b) Notice of Amendment to CoR16.2 Payment of a filing fee, unless it is theR16 (2) the Memorandum of first such filing by a pre-existingIncorporationcompany, as contemplated in Schedule5, Item 4 (2).Must be accompanied by either -(a) the Special Resolution ofthe company setting out theamendment to theMemorandum of Incorporation,or(b) A copy of the completeMemorandum of Incorporation,as amended.Refer to Annexure 2, Table CR2B forMajor MOl Amendment fees.17 (l)(a) Notice of Alteration of CoR16.3 Payment of filing fee of RlOO.R.16 (3) Memorandum ofIncorporations.17 (4) Notice of Translation of CoR16.4 Payment of a filing fee of R100.R. 16 (4) Memorandum of Must be accompanied by a copy of theIncorporationtranslated Memorandum ofIncorporation, and a sworn statement,as required by section 17 (4).5.17 (6) Notice of Consolidated CoR16.5 Payment of a filing fee. Refer toR. 16 (6) Revision of Memorandum Annexure 2, Table CR2B for Major MOlof IncorporationAmendments.Must be accompanied by theconsolidated revision of theMemorandum of Incorporation,together with a sworn statement, or astatement of an attorney or notarypublic, as required by section 17 (6).S.17 Notice requiring a CoR16.6R.16 (6) company to file aconsolidatedMemorandum ofIncorporation, to be issuedby Commissions.15 (7) Notice of Shareholder CoR16.7 Payment of a filing fee of R100.R.16 (11) Agreement15 (3) Notice of Adoption of CoR17.1 Payment of a filing fee of Rl00.R. 17 Company Rules15 (3) Notice of Ratification or CoR17.2 Payment of a filing fee of Rl00.Non-Ratification ofCompany Rules1 2 3 4Authority Purpose of Form Form Conditions

172 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFr FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 1 : Table CR 1 - Prescribed FormsRegulation 19115 (3) Notice of Amendment, CoR17.3 In the case of an amendment, must beAlteration or Repeal of accompanied by either -Company Rules (a) a copy ofthe amendmentto the Rules; or(b) a copy ofthe entirecompany Rules, as amended.Payment of a filing fee of R100.Schedule 2 Notice of Conversion of a CoR19 Must be accompanied by a filing fee, theR. 19 close corporation Memorandum of Incorporation, and theconsents required by Regulation 19(l)(a). Refer to Annexure 2, Table CR2Bfor fees related to Incorporation.S.22 Show CauseNotice, to be CoR20.1R.20 issued by the Commisssionconcerning reckless orinsolvent trading5.22 Notice accepting CoR20.2R.20 information5.22 Notice that company CoR 21.1R.21 liabilities exceed assetsS. 22 Quarterly renewal of CoR21.2R.21 Notice concerning assetsand liabilitiesS.23 (3) Notice of Registration of CoR22.1 Payment of filing fee. Must beR.22 External Company accompanied by a copy of the certificateof registration or comparable documentissued by the jurisdiction within whichthe company was incorporated, andother items required by Regulation 22.Refer to Annexure 2, Table CR2B for feesrelated to Incorporation.S.23 Certificate of Registration CoR22.2 Refer to Annexure 2, Table CR2B for feesR.22 of External Company related to Incorporation.S. 23 (3)(ii) Notice of change of CoR23 Payment of a filing fee of RlOO.R.23 Registered OfficeS.25 Notice of Location of CoR24 To be filed only if company records areR.24 Company records not kept at its registered office.S.26 Request for Accessto CoR26R.26 informationS.27(4) Notice of Change of CoR27 Payment of a filing fee of RlOO.R.27 Financial year endS.33 Annual return CoR32.1 Refer to Annexure 2, Table CR2B for feesR.32 related to Annual Returns.S.33 Financial Accountability CoR32.2 To be filed only by companies exemptR.32 (4) Supplement to Annual from audit or independent review ofReturntheir annual financial statements

STAATSKOERANT, 22 DESEMBER 2009No. 32832 173COMPANIES REGUlATIONSDRAFI' FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 1 : Table CR 1 - Prescribed FormsRegulation 1911 2 3 4Authority Purpose of Form Form ConditionsS.33 Financial Accountability CoR 32.3 To be filed only by non profit companiesR.32 (4) Supplement to Annual required to have their annual financialReturnstatements independently compiledS.33 Financial Accountability CoR32.4 To be filed only by companies requiredR.32 (4) Supplement to Annual to have their annual financialReturnstatements independently reviewedS.33 Annual return for External Cor 32.5 Refer to Annexure 2, Table CR2B for feesR.32 (7) companies related to Annual ReturnsSchedule 5 Notice of Board Resolution CoR 35 No fee to be charged for this transitionalItem 6 to convert par value shares measure.R.35S.21 Notice of Decision relating CoR 41R.41 to a Pre-IncorporationcontractVarious Standard form notice to CoR 42.1 Not to be filed with commissionsections companies by holders ofR42 securitiesVarious Standard form of notice by CoR 42.2 Not to be filed with commissionsection company to holders of itsR.42 securitiesS. 75 Standard form notice to CoR42.3 Not to be filed with commissionR.42 company by director ofpersonal financial interestR43 (4) Demand for Proxy CoR 43Appointments. 116 Notice of Amalgamation or CoR 45 Payment of filing fee Refer to AnnexureR.45 Merger 2 Table CR 2AS. 70 (6) Notice of Change CoR 46 Payment of a filing fee of Rl00.R.46 concerning a DirectorS.80 to 82 Notice of resolution to CoR 47.1 Payment of filing fee of Rl00.R.47 wind up solvent company5.80 to 82 Demand Letter by CoR 47.2R.47 Commisssion to inactivecompanyS.80 to 82 Comisssion Notice of CoR 47.3R. 47 Pending De-registrationS.80 to 82 Application for re- CoR 47.4 Refer to Annexure 2, Table CR2B for feesR.47 instatment of de- related to Incorporation.registered company5.84 (6), R. Commission Notice to CoR51.150(12) Company to make requiredR.51 appointmentS.84 (6), R. Company Notice of CoR 51.250(12) required appointmentR.51

174 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANlES REGUlATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 1 : Table CR 1 - Prescribed FormsRegulation 1911 2 3 4Authority Purpose of Form Form Conditionss. 97 (2) Documents required in CoR 53.1R.53 relation to Employee ShareSchemess. 97 (2) Annual certificate required CoR 53.2R.53 relating to EmployeeShares Schemess. 99 (7) Application to Commission CoR 53.3R.53 to exclude categories ofpersons from rights offers.99 Registration of Prospectus CoR 53.4 Refer to Annexure 2, Table CR2B for feesR.53 by Commisssion related to Prospectus.s.99 Application to CoR 53.5 Refer to Annexure 2, Table CR2B for feesR.53 Commisssion to permit related to Prospectus.information to be excludedfrom prospectusS.116 (3) Notice of Amalgamation or CoR 92 Refer to Annexure 2, Table CR2B forR 92 Merger filing feesS. 129, 131 Notice of Commencement CoRR.134 of Business Rescue 134.1ProceedingsS.129 (7) Notice to not commence CoRR. 134 (3) business rescue 134.2proceedingsS 130,131 Notice of court application CoRR. 134 (4) in business rescue 134.3proceedingss.132,141 Notice concerning status CoRR.134 (5) of Business Rescue 134.4Proceedings134 Notice of Termination of CoRBusiness Rescue 134.5ProceedingsR 134 Notice of Substantial CoRImplementation of a 134.6Business Rescue Plans. 166 Application to Commission CoR Payment of application fee of R500.R 137 to be accredited as ADR 137.1provider

STAATSKOERANT, 22 DESEMBER 2009No. 32832 175COMPANIES REGUlATIONSDRAI'T FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 1 : Table CR 1 - Prescribed FormsRegulation 1911 2 3 4Authority Purpose of Form Form Conditionss.166 Commission certificate of CoR137.2R 137 accredited AORproviderS 166 Application for ADR CTR 138.1R 138s. 166 Certificate of Failed ADR CTR 138.2R 138s. 168 Complaint to Commission CoR139.1R.139s. 169 Commission Notice of CoR139.2R.139 Non-investigations. 169 Commission Referral to CoR139.3R.139 Alternative DisputeresolutionR 142 Consent Referral CTR 142.1R 142 Consent Order CoR 142.2R.142 Consent to Order CoR142.3R.142 Consent to Damages Cor 142.4R 143 Commission Notice to CoR143.1InvestigateR 143 Commission Summons CoR143.2R 144 Commission request for CoR144.1additional informationR 144 Commission Demand for CoR144.2corrected informationR 145 Commission Notice of Non CoR145.1referralR 145 Commission referral to CoR145.2TribunalR 146 Compliance Notice CoR146.1R 146 Compliance Certificate CoR146.2R 147 Application to Tribunal CTR 147R 149 Referral by complainant to CTR 149TribunalR 153 Notice of Motion CTR 153R 155 Request for Condonation CTR 1551 2 3 4Authority Purpose of Form Form ConditionsR 164 Tribunal Summons CTR 164R 167 Notice of Withdrawal CTR 167

176 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 1 : Table CR 1 - Prescribed FormsRegulation 191R168 Tribunal Notice of Hearing CTR 168s.9 Request for particulars CoR 188R 188 regarding requestedexemption

STAATSKOERANT, 22 DESEMBER 2009No.32832vrrCOMPANIES REGUlATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 2 : Table CR 2A - Panel Fee ScheduleRegulation 191Annexure 2Table CR 2A - Panel Fee Schedule(in terms ofRegulation 155)The fees chargeable (inclusive of Value Added Tax) for the several categories ofservice rendered by the Panel, and referred to in Regulation ##:(c) no fees will be charged for services under Schedule 1.1;(d)(e)(f)the fees for services under Schedule 1.2 shall be at the rate of R1 710 perbillable hour of work or part thereof;the fees for services under Schedule 1.3 shall be at the rate of R3 420 perbillable hour of work or part thereof;the fees for services under Schedule 1.4, including a circular dealing with awaiver, payable upon first submission of documentation for which a VATinvoice will be issued by the Panel, shall depend upon the value of the offer,being the consideration payable for acquiring, merging or amalgamating thesecurities or assets/undertaking of each/all offeree regulated company/iesinvolved, according to the scale set out below:Consideration value of affected transaction (Rmillion)Up to 50Over 50 to 100Over 100 to 250Over 250 to 500Over 500 to 1 000Over 1 000 to 10 000Over 10000Fee including VAT (R)5700085500114000142500171 000228000285000

178 NO.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 2 : Table CR 2B - Commission Fee ScheduleRegulation 191Table CR 2B - Commission Fee Schedule(in termsofRegulation155). ..-~' ._ . ActriitY. ." ... . ..-;fh~ ~.~ :,t,:~ :~;~~' f. ,:·~\~·;t~~if~·:~·~·~~~·~ ;/t~~ ~~~~.:;:~·~·:·:~;\:~.fi~~~~;~,~~~~~~1) Application for name reservationManual LodgementElectronic Lodaement2) Application for extension of name reservationManual LodgementElectronic LodaementProposlKtFees-503020n/a3) Application for transfer of name reservation (new process)Manual LOdgementElectronic Lodaement4) Application reservation of defensive nameManual LodgementElectronic Lodaement5) Aoolication for renewal of reaistration of defensive name250200250200501) Registration of Memorandum of Incorporationa) Company adopting mandatory MOl clauses 100b) Company adopting mandatory and optional MOl clauses 3502) Conversion of CC to Companya) Company adopting mandatory MOl clauses 100b) Comoanv adootina mandatory and ootional MOl clauses 350,,'.'/" ,'t" :-;:~~ ,i·>A;n,~~ina-'-"'6n,i:tIiOIV:·):;; ':',: .'.~~: .';. ::',7'; ~,:. :,.;;

STAATSKOERANT, 22 DESEMBER 2009NO.32832 179COMPANIES REGUlATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 2 : Table CR 2B - Commission Fee ScheduleRegulation 191........ •. . ,';Proposed; :A~tivity ..' Fees '.;'Application to deregister a Company 100Application to restore a company1) Registration of Memorandum of Incorporationa) Company adopting mandatory MOl clauses 100bl Comoanv adootina mandatory and optional MOl clauses 350t,,;.. ;~':··~..~~~~·!7r.·)I~si.~>:i'::I;liQ;';;~.;lllO.~"';'2~",.~;ti";""':';/.:..• .;~'ll~:,;"',,~(~; ....~ (;It': ;.~ ·;:tl';';:,;c.';":"~t .... '~"'~';;~r: .... ~,",.: ·~';·,:·:~;"~l"""I3J.,"U.nw ;,;~·..ll:::''''':i·,,,, e'_~,.'. .. .J.:.o;..~~ •.'; ,"'lH.;,'f: '., .•,\:. t .... :.,'\:"""~,.:.. '1) Turnover less than R10MLodgement within 30 days after anniversary of incorporation450Lodgement after 60 days of anniversary of incorporation6002) Turnover greater than R10M and less than R50MLodgement within 30 days after anniversary of incorporation2,000Lodgement after 30 days of anniversary of incorporation2,5003) Turnover greater than RSOMLodgement within 30 days after anniversary of incorporationLodgement after 30 days of anniversary of incorporation3,0004,000

180 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFI' FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 3 : Table CR 3 - Methods and Times for Delivery of DocumentsRegulation 191Annexure 3Table CR3 - Methods and Times for Delivery of Documents(in terms ofRegulation 8)A notice or document to be delivered for any purpose contemplated in the Act orthese Regulations may be delivered in any manner set out in this Table.Subject to Regulation 7 (4), a document delivered by a method listed in the secondcolumn of this Table will be deemed to have been delivered to the intended recipienton the date and at the time shown opposite that method, in the third column of thattable.Nature of Person to Method of Delivery Date and Time of Deemed deliverywhom the document isto be deliveredANY PERSON By faXing the notice or a certified On the date and at the time recorded by thecopy of the document to thefax receiver, unless there is conclusiveperson, if the person has a fax evidence that it was delivered on a differentnumber; ordate or at a different time.By sending the notice or a copy ofthe document by electronic mail, ifthe person has an address forreceiving electronic mail; orBy sending the notice or a certifiedcopy of the document byregistered post to the person's lastknownaddress; orBy any other means authorised bythe High Court; orBy any other method allowed forthat person in terms of thefollowing rows of this Table.On the date and at the time recorded by thecomputer used by the sender, unless there isconclusive evidence that it was delivered on adifferent date or at a different time.On the 7th day followlng the day on whichthe notice or document was posted asrecorded by a post office, unless there isconclusive evidence that it was delivered on adifferent day.In accordance with the order ofthe HighCourt.As provided for that method of delivery.

STAATSKOERANT, 22 DESEMBER 2009NO.32832 181COMPANIES REGUIATIONSDRAFr FOR PUBliC COMMENT 21 DECEMBER 2009Annexure 3 : Table CR 3 - Methods and Times for Delivery of DocumentsRegulation 191Nature of Person to Method of Delivery Date and TIme of Deemed deliverywhom the document isto be deliveredANY NATURALPERSON By handing the notice or a certified On the date and at the time recorded on acopy of the document to the person, receipt for the delivery.or to any representative authorisedin writing to accept service on behalfof the person; orBy leaving the notice or a certifiedcopy of the document at theperson's place of residence orbusiness with any other person whois apparently at least 16 years oldand in charge of the premises at thetime; orOn the date and at the time recorded on areceipt for the delivery.By leaving the notice or a certified On the date and at the time recorded on acopy of the document at thereceipt for the delivery.person's place of employment withany person who is apparently atleast 16 years old and apparently inauthority.THETRIBUNAL By entering the required information On the date and at the time recorded by thein an electronic representation of Tribunal's computer system, as verified by faxthat form on the Internet Web site, if reply to the sender of the information.any, maintained by the Tribunal, ifthe document is a prescribed form;orBytransmitting the document as aseparate file attached to anelectronic mail message addressedto the recording officer of theTribunal; orBy sending a computer diskcontaining the document inelectronic form, by registered postaddressed to the recording officer ofthe Tribunal; orBy handing the document, or acomputer disk containing thedocument in electronic form, to therecording officer of the Tribunal.On the date and at the time recorded by theTribunal's computer system, unless, within Ibusinessday after that date, the recordingofficer advisesthe sender that the file isunreadable.On the date and at the time of delivery of theregistered post tothe recording officer of the Tribunal, asrecorded by the post office,unless, within businessday after that date,the recording officer advises the sender thatthe disk is unreadable.On the date and at the time noted in a receiptissued by therecording officer of the Tribunal unless, thedocument is on a computer disk, and, within Ibusinessday after that date, the recordingofficer advisesthe sender that the disk isunreadable.

182 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIESREGULATIONSDRAFT FOR PUBUC COMMENT21 DECEMBER 2009Annexure3 : Table CR 3 - Methods and Times for Deliveryof DocumentsRegulation191Nature of Person to Method of Delivery Date and Time of Deemed deliverywhom the document isto be deliveredTHECOMMISSION By entering the required information On the date and at the time recorded by thein an electronic representation of Commission's computer system, as verifiedthat form on the Internet Web site, if by fax reply to the sender of the information.any, maintained by the Commission,if the document is a prescribed form;orBy transmitting the document as aseparate file attached to anelectronic mail message addressedto the Commission; orBy sending a computer diskcontaining the document inelectronic form, by registered postaddressed to the Commission; orOn the date and at the time recorded by theCommission's computer system, unless,within I business day after that date, theCommission advises the sender that the file isunreadable.On the date and at the time of delivery of theregistered post tothe Commission, as recorded by the postoffice, unless, within 1 business day after thatdate, the Commission advises the sender thatthe disk is unreadable.By handing the document, or a On the date and at the time noted in a receiptcomputer disk containing theissued by thedocument in electronic form, to the Commission unless, the document is on aCommission, or a responsiblecomputer disk, and, within I business dayemployee who is apparently in after that date, the Commission advises thecharge of the Commission's office. sender that the disk is unreadable.A COMPANY OR By handing the notice or a certified On the date and at the time recorded on aSIMILAR BODY copy of the document to a receipt for the delivery.CORPORATEresponsible employee of thecompany or body corporate at itsregistered office or its principalplace of business within theRepublic; orIf there is no employee willing to On the date and at the time sworn to byaccept service, by affixing the notice affidavit of the person who affixed theor a certified copy of the docu ment document, unless there is conclusiveto the main door of the office or evidence that the document was affixed on aplace of business.different date or at a different time.THE STATE OR A By handing the notice or a certified On the date and at the time recorded on aPROVINCE copy of the document to a receipt for the delivery.responsible employee in any officeof the State Attorney.A MUNICIPALITY By handing the notice or a certified On the date and at the time recorded on acopy ofthe document to the town receipt for the delivery.clerk, assistant town clerk or anyperson acting on behalf of thatperson.

STAATSKOE RANT, 22 DESEMBER 2009No. 32832 183COMPANIES REGUIATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Annexure 3 : Table CR 3 - Metbods and Times for Delivery of DocumentsRegulation 191Nature of Person to Method of Delivery Date and Time of Deemed deliverywhom the document isto be deliveredA TRADE UNION By handing the notice or a certified On the date and at the time recorded on acopy of the document to areceipt for the delivery.responsible employee who isapparently in charge of the mainoffice of the union or for thepurposes of section 13(2), if there isa union office within the magisterialdistrict of the firm required to notifyits employees in terms of theseRegulations, at that office.If there is no person willing to accept On the date and at the time sworn to byservice, by affixing aaffidavit of the person who affixed thecertified copy of the notice or document, unless there is conclusivedocument to the main door of that evidence that the document was affixed on aoffice.different date or at a different time.EMPLOYEES OF FIRM By fixing the notice or certified copy On the date and at the time sworn to byof the document, in aaffidavit of the person who affixed theprominent place in the workplace document, unless there is conclusivewhere it can be easily read by evidence that the document was affixed on aemployees.different date or at a different time.A PARTNERSHIP, By handing the notice or a certified On the date and at the time recorded on aFIRM ORASSOCIATION copy of the document to a receipt for the delivery.person who is apparently in chargeof the premises and apparently atleast 16 years of age, at the place ofbusiness of the partnership, firm orassociation; orIf the partnership, firm orOn the date and at the time recorded on aassociation has no place of business, receipt for the delivery.by handing the notice or a certifiedcopy of the document to apartner,the owner of the firm, or thechairman or secretary of themanaging or other controlling bodyof the association, asthe casemaybe.A STATUTORY BODY By handing the notice or a certified On the date and at the time recorded on aOTHER THAN THE copy of the document to the receipt for the delivery.COMMISSIONAND secretary or similar officer orTRIBUNALmember of the board or committeeof that body, or any person acting onbehalf of that body.

184 No.32832GOVERNMENT GAZEITE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFf FOR PUBliC COMMENT 21 DECEMBER 2009Annexure 4 : Prescribed FormsRegulation 191Annexure 4Prescribed FormsNote: Only the following forms are being published for comment.Form CoR 16.1(A)- Short Standard Form Memorandum of Incorporation fora private companyThis form is to be used for a private company that accepts all the defaultprovisions ofthe Act without limitation, extension or variation.Form CoR 16.1(B)- Long Standard Form Memorandum of Incorporation forany profit companyThis form is to be used for any profit company that wishes to limit, extend orvary the effect ofany alterable provisions ofthe Act.Form CoR 16.1(C) - Short Standard Form Memorandum of Incorporation fora non-profit company without membersThis form is to be used for a non profit company that will have no members,and accepts all the default provisions of the Act without limitation, extensionor variation.Form CoR 16.1(D)- Long Standard Form Memorandum of Incorporation for anon-profit company without membersThis form is to be used for any non-profit company that will have no members,but wishes to limit, extend or vary the effect ofany alterable provisions oftheAct.Form CoR 16.1(E) - Long Standard Form Memorandum of Incorporation for anon-profit company with membersThis form is to be used for any non profit company that will have members,and wishes to limit, extend or vary the effect ofany alterable provisions oftheAct.All other forms will be added when the regulations are finally promulgated.

STAATSKOERANT, 22 DESEMBER 2009No. 32832 185COMPANIES REGULATIONSDRAFI' FOR PUBliC COMMENT 21 DECEMBER 2009Form CoR 16.1(A) : Short Standard Form Memorandum of Incorporation for a Private CompanyRegulation 191Form CoR 16.1(A)Short Standard Form Memorandum of Incorporation for a Private CompanyRepublic ofCompaniesSouth AfricaAct, 2008Memorandum of Incorporationof{Name of COmpanY]Iwhich is referred to in the rest of this Memorandum of Incorporation as 'the Company'._In this Memorandum of Incorporation -(a) a reference to a section bynumber refers to the corresponding section of theCompanies Act, 2008;(b)words that aredefined in theCompanies Act, 2008 bear the same meaning in thisMemorandum as in thatAct.Adoption of Memorandum of IncorporationThis Memorandum of Incorporation was adopted by the incorporators of the Company, inaccordance with section 13 (1), as evidenced by the following signatures made by each of them,or on their behalf.Name of Incorporator Identity or Registration SignatureNumber of IncorporatorIDateI!•IIII{Use addffional pages if necessary]G09-235844-e

186 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIESREGULATIONSDRAFT FOR PUBUC COMMENT21 DECEMBER 2009Form CoR 16.1(A): Short Standard Form Memomndumof Incorpomtionfor a PrivateCompanyRegulation 191Article 1 • Incorporation and Nature of the Company1.1 Incorporation(1) The Company is incorporated as from, as a private company,as defined in the Companies Act, 2008..(2) The Company is incorporated in accordance with, and governed by-(a)(b)the provisions of the Companies Act, 2008 without any limitation, extension,variation or substitution permitted by the Act; andthe provisions of this Memorandum of Incorporation.1.2 Powers of the Company(1) The Company is not SUbject to any provision contemplated in section 15 (2)(b) or (c).(2) The purposes and powers of the Company are not subject to any restriction,limitation or qualification, as contemplated in section 19 (1)(b)(ii).1.3 Memorandum of Incorporation and Company rules(1) This Memorandum of Incorporation of the Company may be altered or amended onlyin the manner set out in section 16, 17 or 152 (6) (b).(2) The authority of the Company's Board of Directors to make rules for the Company,as contemplated in section 15 (3) to (5) is not limited or restricted in any manner bythis Memorandum of Incorporation.(3) The Company must publish any rules made in terms of section 15 (3) to (5) bydelivering a copy of those rules to each shareholder by ordinary mail.(4) The Company must publish a notice of any alteration of the Memorandum ofIncorporation or the Rules, made in terms of section 17 (1) by delivering a copy ofthose rules to each shareholder by ordinary mail.1.4 Optional provisions of Companies Act, 2008 do not apply(1) The Company does not elect, in terms of section 34 (2), to comply voluntarily withthe provisions of Chapter 3 of the Companies Act, 2008.-(2) The Company does not elect, in terms of section 118 (1)(c)(ii), to submit voluntarily tothe provisions of Parts Band C of Chapter 5 of the Companies Act, 2008, and to theTakeover Regulations provided for in that Act.

STAATSKOE RANT, 22 DESEMBER 2009No. 32832 187COMPANIES REGULATIONSDRAI'TFOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(A) : Short Standard Form Memorandum of Incorporation for a Private CompanyRegulation 191Article 2 • Securities of the Company2.1 Securities(1) The Company is authorised to issue no more than shares of a singleclass of common shares, each of which entitles the holder to -(a) vote on any matter to be decided by a vote of shareholders of the company;(b) participate in any distribution of profit to the shareholders; and(c) participate in the distribution of the residual value of the company upon itsdissolution.(2) The pre-emptive right of the Company's shareholders to be offered and to subscribeadditional shares, as set out in section 39 is unconditional, and is not limited,negated or restricted in any manner contemplated in subsection (2) of section 39.(3) The authority of the Company's Board of Directors to -(a) authorise the Company to provide financial assistance to any person inrelation to the subscription of any option or securities of the Company or arelated or inter-related company, as set out in section 44;(b) approve the issuing of any authorised shares of the Company as capitalisationshares, as set out in section 47 (1);(c) resolve to permit shareholders to elect to receive a cash payment in lieu of acapitalisation share, as set out in section 47 (1),(d) authorise the company to issue secured or unsecured debt instruments, as setout in section 43 (2); or(e) to grant special privileges associated with any debt instruments to be issuedby the company, as set out in section 43 (3),is not limited or restricted by this Memorandum of Incorporation.2.2 Registration of beneficialinterestsThe authority of the Company's Board of Directors to allow the Company's issuedsecurities to be held by, and registered in the name of, one person for the beneficialinterest of another person, as set out in section 56 (1) is not limited or restricted by thisMemorandum of Incorporation.

188 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(A) : Short Standard Form Memorandum of Incorporation for a Private CompanyRegulation 191Article 3 - Shareholders and Meetings3.1 Shareholders' right to informationEvery shareholder of the company has the rights to access information set out in section 26(2).3.2 Shareholders'authorityto actIf, at any time, every shareholder of the Company is also a director of the Company, ascontemplated in section 57 (4), the authority of the shareholders to act without notice orcompliance with any other internal formalities, as set out in that section is not limited orrestricted by this Memorandum of Incorporation.3.3 Shareholder representation by proxies(1) The right of a shareholder of the Company to appoint 2 or more persons concurrentlyas proxies, as set out in section 58 (3)(a) is not limited, restricted or varied by thisMemorandum of Incorporation.(2) The authority of a shareholder's proxy to delegate the proxy's powers to anotherperson, as set out in section 58 (3)(b) is not limited or restricted by this Memorandumof Incorporation.(3) The requirement that a shareholder must deliver to the Company a copy of theinstrument appointing a proxy before that proxy may exercise the shareholder'srights at a shareholders meeting, as set out in section 58 (3)(c) is not varied by thisMemorandum of Incorporation.(4) The authority of a shareholder's proxy to decide without direction from theshareholder whether to exercise, or abstain from exercising, any voting right of theshareholder, as set out in section 58 (7) is not limited or restricted by thisMemorandum of Incorporation.3.4 Record date for exercise of shareholder rightsIf, at any time, the Company's Board of Directors fails to determine a record date, ascontemplated in section 59, the record date for the relevant matter is as determined inaccordance with section 59 (3).3.5 Shareholders meetings(1) The Company is not required to hold any shareholders meetings other than thosespecifically required by the Companies Act, 2008.-(2) The right of shareholders to requisition a meeting, as set out in section 61 (3), maybe exercised by the holders of at least 25% of the voting rights entitled to be

STAATSKOERANT, 22 DESEMBER 2009No. 32832 189COMPANlES REGUlATIONSDRAFf FOR PUBliC COMMENT 21 DECEMBER 2009Form CoR 16.1(A) : Short Standard Form Memorandum of Incorporation for a Private CompanyRegulation 191exercised in relation to the matter to be considered at the meeting.(3) The authority of the Company's Board of Directors to determine the location of anyshareholders meeting, and the authority of the Company to hold any such meeting inthe Republic or in any foreign country, as set out in section 61 (9) is not limited orrestricted by this Memorandum of Incorporation.(4) The minimum number of days for the Company to deliver a notice of a shareholdersmeeting to the shareholders, is as provided for in section 62 (1).(5) The authority of the Company to conduct a meeting entirely by electroniccommunication, or to provide for participation in a meeting by electroniccommunication, as set out in section 63 is not limited or restricted by thisMemorandum of Incorporation.(6) The quorum requirement for a shareholders meeting to begin, or for a matter to beconsidered are as set out in section 64 (1) without variation.(7) The time periods allowed in section 64 (4) and (5) apply to the Company withoutvariation.(8) The authority of a meeting to continue to consider a matter, as set out in section 64(9) is not limited or restricted by this Memorandum of Incorporation.(9) The maximum period allowable for an adjournment of a shareholders meeting is asset out in section 64 (13), without variation.3.5 Shareholders resolutions(1) For an ordinary resolution to be adopted at a shareholders meeting, it must besupported by the holders of at least 50% of the voting rights exercised on theresolution, as provided in section 65 (7).(2) For a special resolution to be adopted at a shareholders meeting, it must besupported by the holders of at least 75% of the voting rights exercised on theresolution, as provided in section 65 (7).(3) A special resolution adopted at a shareholders meeting is not required for a matter tobe determined by the Company, except those matters set out in section 65 (11).Article 4 • Directors and Officers4.1 Composition of the Board of Directors(1) The Board of Directors of the Company comprises of__ directors, and__alternate directors, to be elected by the shareholders as contemplated in section 68.(2) The manner of electing directors of the Company is as set out in section 68 (2), and

190 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(A) : Short Standard Form Memorandum of Incorporation fur a Private CompanyRegulation 191each elected director of the Company serves for an indefinite term, as contemplatedin section 68 (1).4.2 Authority of the Board of Directors(1) The authority of the Company's Board of Directors to manage and direct thebusiness and affairs of the Company, as set out in section 66 (1) is not limited orrestricted by this Memorandum of Incorporation.(2) If, at any time, the Company has only one director, as contemplated in section 57 (3),the authority of that director to act without notice or compliance with any otherinternal formalities, as set out in that section is not limited or restricted by thisMemorandum of Incorporation.4.3 Directors' Meetings and Committees(1) The right of the Company's directors to requisition a meeting of the Board, as set outin section 73 (1), may be exercised by at least 25% of the directors.(2) The authority of the Company's Board of Directors to -(a) conduct a meeting entirely by electronic communication, or to provide forparticipation in a meeting by electronic communication, as set out in section 73(3); or(b) determine the manner and form of providing notice of its meetings, as set out insection 73 (4); or(c) proceed with a meeting despite a failure or defect in giving notice of the meeting,as set out in section 73 (5), or(d) to consider a matter other than at a meeting, as set out in section 74.is not limited or restricted by this Memorandum of Incorporation.4.4 Directors compensation and financial assistanceThe authority of the Company to -(a) pay remuneration to the Company's directors, in accordance with a specialresolution approved by the Company's shareholders within the previous twoyears, as set out in section 66 (9) and (10);(b) advance expenses to a director, or indemnify a director, in respect of thedefence of legal proceedings, as set out in section 78 (3);(c) to indemnify a director in respect of liability, as set out in section 78 (5); or(d) purchase insurance to protect the Company, or a director, as set out in section78 (6)is not limited or restricted by this Memorandum of Incorporation.

STAATSKOERANT, 22 DESEMBER 2009No. 32832 191COMPANIES REGUIATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of Incorporation fur a Profit CompanyRegulation 191Form CoR 16.1(B)Long Standard Form Memorandum of Incorporation for a Profit CompanyRepublic ofCompaniesSouth AfricaAct, 2008Memorandum ofIncorporationof{Name ofCOmpany},which is referred to in the rest of this Memorandum of Incorporation as 'the Company'._In this Memorandum of Incorporation ..(a) a reference to a section bynumber refers tothecorresponding section of the Companies Act, 2008;(b)(c)words thataredefined in the Companies Act, 2008 bear the same meaning in thisMemorandum as in thatAct; andwords appearing to the right of an optional check line are void unless thatline contains a mark to indicatethat it has been chosen as the applicable option.The Schedules attached to this Memorandum of Incorporation are a partof this Memorandum of Incorporation.Adoption of Memorandum of IncorporationThis Memorandum of Incorporation was adopted by the incorporators of the Company, inaccordance with section 13 (1), as evidenced by the following signatures made by each of them,or on their behalf.IName of Incorporator I Identity or Registration Signature DateNumber of Incorporator{Use additional pages if necessary]

192 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIESREGULATIONSDRAFf FUR PUBUC COMMENf 21 DECEMBER 2009Form CoR 16.1(8) : Long Standard Form Memorandumof lncorporationfur a ProfitCompanyRegulation 191Article 1 • Incorporation and Nature of the Company1.1 Incorporation(1) The Company is incorporated as from, as aprivate company,personal liability company,public company,as defined in the Companies Act, 2008.(2) The Company is incorporated in accordance with and governed by-(a) the unalterable provisions of the Companies Act, 2008; and(b) the alterable provisions of the Companies Act, 2008, subject to the limitations,extensions, variations or substitutions set out in this Memorandum; and(c) the provisions of this Memorandum of Incorporation.1.2 Powers of the Company(1) The Companyisnot SUbject to any provisions contemplated in section 15 (2)(b) or (c).is subject to provisions contemplated in section 15 (2)(b) or (c), as set out inPart A of Schedule 1.(2) The purposes and powers of the Company -are not subject to any restrictions, limitations or qualifications, as contemplatedin section 19 (1)(b)(ii).are subject to the restrictions, limitations or qualifications contemplated insection 19 (1)(b)(ii), as set out in Part A of Schedule 1.1.3 Memorandum of Incorporation and Company rules(1) This Memorandum of Incorporation of the Companymaybe altered or amended only in the manner set out in section 16, 17 or 152(6) (b).may be altered or amended in the manner set out in section 16, 17 or 152(6)(b), subject to the provisions contemplated in section 16 (1)(c), as set out inPart B of Schedule 1.(2) The authority of the Company's Board of Directors to make rules for the Company,as contemplated in section 15 (3) to (5) -is not limited or restricted in any manner by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part B of Schedule 1.

STAATSKOERANT, 22 DESEMBER 2009No.32832 193COMPANIES REGUlATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form. CoR 16.1(B) : Long Standard Form Memorandum of Incorporation for a Profit CompanyRegulation 191(3) The Company must publish any rules made in terms of section 15 (3) to (5) -__ by delivering a copy of those rules to each shareholder by ordinary mail.in accordance with the requirements set out in Part B of Schedule 1.(4) The Company must publish a notice of any alteration of the Memorandum ofIncorporation or the Rules, made in terms of section 17 (1) -__ by delivering a copy of those rules to each shareholder by ordinary mail.in accordance, with the requirements set out in Part B of Schedule 1.1.4 Application of optional provisions of Companies Act, 2008(This sub-article is not to be used in the case ofa public company](1) The Companydoesnot elect, in terms of section 34 (2), to comply voluntarily with theprovisions of Chapter 3 of the Companies Act, 2008.__ does elect, in terms of section 34 (2), to comply voluntarily with the provisionsof Chapter 3 of the Companies Act, 2008, to the extent set out in Part C ofSchedule 1.(2) The Company -being a private company, does not elect, in terms of section 118 (1)(c)(ii), tosubmit voluntarily to the provisions of Parts Band C of Chapter 5 of theCompanies Act, 2008, and to the Takeover Regulations provided for in thatAct.being a private company, elects in terms of section 118 (1)(c)(ii) to submitvoluntarily to the provisions of Parts Band C of Chapter 5 of the CompaniesAct, 2008, and to the Takeover Regulations in terms of that Act, to the extentset out in Part C of Schedule 1.

194 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUIATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of Incorporation fur a Profit CompanyRegulation 191Article 2 - Securities of the Company2.1 Shares(1) The Company is authorised to issue no more than -____________ shares of a single class of commonshares, each of which entitles the holder to -(a) vote on any matter to be decided by a vote of shareholders of thecompany;(b) participate in any distribution of profit to the shareholders; and,(c) participate in the distribution of the residual value of the company uponits dissolution.the maximum number of each of the classes of shares set out in Part A ofSchedule 2, subject to the preferences, rights, limitations and other termsassociated with each such class, as set out in Part A of Schedule 2.(2) The authority of the Company's Board of Directors to increase or decrease thenumber of authorised shares of any class of the Company's shares, to reclassify anyshares that have been authorised but not issued, to classify any unclassified shares,or to determine the preferences, rights, limitations or other terms of any class ofshares, as set out in section 36 (2) and (3)(a) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part A of Schedule 2.[In the case ofa public company](3) The shareholders of the Company -do not have any pre-emptive right to be offered and to subscribe additionalshares of the company.have a common pre-emptive right to be offered and to subscribe additionalshares of the company, as set out in Part A of Schedule 3.have only such pre-emptive rights to be offered and to subscribe additionalshares of the company, if any, as are set out in the preferences, rights,limitations and other terms associated with their respective classes of shares.[In the case ofa private or persona/liability company](3) The pre-emptive right of the Company's shareholders to be offered and to subscribeadditional shares, as set out in section 39 -__ is unconditional, and is not limited, negated or restricted in any mannercontemplated in subsection (2) of section 39.

STAATSKOERANT, 22 DESEMBER 2009NO.32832 195COMPANIES REGUIATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(8) : Long Standard Form Memorandum of Incorporation fur a Profit CompanyRegulation 191is subject to the conditions, limitations, or restrictions set out in Part A ofSchedule 3.__ does not apply with respect to any shares of the Company.(4) The authority of the Company's Board of Directors to authorise the Company toprovide financial assistance in relation to the subscription of any option or securitiesof the Company or a related or inter-related company, as set out in section 44 ­__ is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part B of Schedule 2.(5) The authority of the Company's Board of Directors to approve the issuing of anyauthorised shares of the Company as capitalisation shares, to issue shares of oneclass as capitalisation shares in respect of shares of another class, and to resolve topermit shareholders to elect to receive a cash payment in lieu of a capitalisationshare, as set out in section 47 (1) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part C of Schedule 2.(6) Shares of the Company are to be issued -in uncertificated form, as contemplated in section 49 (2)(b).in either certificated or uncertificated form, as the Board may determine.2.2 Debt instruments(1) The authority of the Company's Board of Directors to authorise the company to issuesecured or unsecured debt instruments, as set out in section 43 (2) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part D of Schedule 2.(1) The authority of the Company's Board of Directors to grant special privilegesassociated with any debt instruments to be issued by the company, as set out insection 43 (3) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part D of Schedule 2.2.3 Registration of beneficial interestsThe authority of the Company's Board of Directors to allow the Company's issuedsecurities to be held by, and registered in the name of, one person for the beneficialinterest of another person, as set out in section 56 (1)-is not limited or restricted by this Memorandum of Incorporation.

196 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUIATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B): Long Standard Form Memorandum of incorporation fur a Profit CompanyRegulation 191is limited or restricted to the extent set out in Part E of Schedule 2.

STAATSKOERANT, 22 DESEMBER 2009No.32832 197COMPANlES REGULATIONSDRAFr FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(8) : Long Standard Form Memorandum of Incorporation fur a Profit CompanyRegulation 191Article 3 . Shareholders3.1 Shareholders' right to informationIn addition to the rights to access information set out in section 26 (2), a shareholder of theCompany has the further rights to information, if any, set out in Part A of Schedule 2 of thisMemorandum of Incorporation, as being rights associated with the shares held by thatshareholder.3.2 Shareholders' authority to actIf, at any time, every shareholder of the Company is also a director of the Company, ascontemplated in section 57 (4), the authority of the shareholders to act without notice orcompliance with any other internal formalities, as set out in that section -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part A of Schedule 3.3.3 Representation by concurrent proxiesThe right of a shareholder of the Company to appoint 2 or more persons concurrently asproxies, as set out in section 58 (3)(a) -is not limited, restricted or varied by this Memorandum of Incorporation.is limited, restricted or varied to the extent set out in Part B of Schedule 3.3.4 Authority of proxy to delegateThe authority of a shareholder's proxy to delegate the proxy's powers to another person, asset out in section 58 (3)(b) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part B of Schedule 3.3.5 Requirement to deliver proxy instrument to the CompanyThe requirement that a shareholder must deliver to the Company a copy of the instrumentappointing a proxy before that proxy may exercise the shareholder's rights at ashareholders meeting, as set out in section 58 (3)(c) -is not varied by this Memorandum of Incorporation.is varied to the extent set out in Part B of Schedule 3.3.6 Deliberative authority of proxyThe authority of a shareholder's proxy to decide without direction from the shareholder

198 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANlES REGUlATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of Incorporation fur a Profit CompanyRegulation 191whether to exercise, or abstain from exercising any voting right of the shareholder, as setout in section 58 (7) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part B of Schedule 3.3.7 Record date for exercise of shareholder rightsIf, at any time, the Company's Board of Directors fails to determine a record date, ascontemplated in section 59, the record date for the relevant matter is -__as determined in accordance with section 59 (3).as determined in the manner set out in Part C of Schedule 3.Article 4 • Shareholders Meetings4.1 Requirement to hold meetingsThe Company -is not required to hold any shareholders meetings other than those specificallyrequired by the Companies Act, 2008.is required to hold shareholders meetings, in addition to those specifically required bythe Companies Act, 2008, as set out in Part A of Schedule 4.4.2 Shareholders' right to requisition a meetingThe right of shareholders to requisition a meeting, as set out in section 61 (3), may beexercised -by the holders of at least 25% of the voting rights entitled to be exercised in relationto the matter to be considered at the meeting, as provided for in that section.by the holders of at least __% of the voting rights entitled to be exercised inrelation to the matter to be considered at the meeting, despite the provisions of thatsection.4.3 Location of shareholders meetingsThe authority of the Company's Board of Directors to determine the location of anyshareholders meeting, and the authority of the Company to hold any such meeting in theRepublic or in any foreign country, as set out in section 61 (9)-__ is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part B of Schedule 4

STAATSKOERANT, 22 DESEMBER 2009No. 32832 199COMPANIES REGUlATIONSDRAFTFOR PUBliC COMMENT21 DECEMBER 2009FormCoR 16.1(B): LongStandardFormMemorandum of Incorporationfur a ProfitCompanyRegulation 1914.4 Notice of shareholders meetingsThe minimum number of days for the Company to deliver a notice of a shareholdersmeeting to the shareholders, as required by section 62 -__ is as provided for in section 62 (1).__ isbusiness days before the meeting is to begin.4.5 Electronic participation in shareholders meetingsThe authority of the Company to conduct a meeting entirely by electronic communication,or to provide for participation in a meeting by electronic communication, as set out insection 63-__ is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part C of Schedule 4.4.6 Quorum for shareholders meetings(1) The quorum requirement for a shareholders meeting to begin, or for a matter to beconsidered are -__ as set out in section 64 (1) without variation.as set out in section 64 (1) subject to a minimum of__% in substitution forthe 25% required by that section.(2) The time periods allowed in section 64 (4) and (5)apply to the Company without variationapply to the Company, subject to the variations set out in Part D of Schedule 4(3) The authority of a meeting to continue to consider a matter, as set out in section 64(9) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part D of Schedule 4.4.7 Adjournment of shareholders meetingsThe maximum period allowable for an adjournment of a shareholders meeting is ­as set out in section 64 (13), without variation.as set out in section 64 (13), subject to the variations set out in Part E of Schedule 4.4.8 Shareholders resolutions(1) For an ordinary resolution to be adopted at a shareholders meeting, it must besupported by the holders of at least -

200 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of incorporation fur a Profit CompanyRegulation 191__ 50% of the voting rights exercised on the resolution, as provided in section 65(7).____% of the voting rights exercised on the resolution, despite section 65 (7).__ the minimum percentage of the voting rights exercised on the resolution, asset out in Part F of Schedule 4.(2) For a special resolution to be adopted at a shareholders meeting, it must besupported by the holders of at least -__ 75% of the voting rights exercised on the resolution, as provided in section 65(7)._% of the voting rights exercised on the resolution, despite section 65 (7).__ the minimum percentage of the voting rights exercised on the resolution, asset out in Part F of Schedule 4.(3) A special resolution adopted at a shareholders meeting is -not required for a matter to be determined by the Company, except thosematters set out in section 65 (11).required, in addition to the matters set out in section 65 (11), for the mattersset out in Part G of Schedule 4.Article 5 • Directors and Officers5.1 Composition of the Board of Directors(1) The Board of Directors of the Company comprises of__ directors, and__alternate directors, to be elected by the shareholders as contemplated in section 68.(2) In addition to the elected directors -__ there are no appointed or ex officio directors of the Company, as contemplatedin section 66(4).__ there are __appointed, and __ex officio directors of the Company, ascontemplated in section 68, to be designated in the manner specified in Part Aof Schedule 5.(3) In addition to satisfying the qualification and eligibility requirements set out in section69, to become or remain a director or a prescribed officer of the Company, a person ­__ need not satisfy any further eligibility requirements or qualifications.__ must satisfy the additional eligibility requirements and qualifications set out inPart B of Schedule 5.(4) Each elected director of the Company serves for-

STAATSKOERANT, 22 DESEMBER 2009No. 32832 201COMPANlES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of Incorporation for a Profit CompanyRegulation 191__ an indefinite term, as contemplated in section 68 (1).a term ofyears.(5) The manner of electing directors of the Company is -as set out in section 68 (2).as set out in Part C of Schedule 5.(6) The authority of the Company's Board of Directors to fill any vacancy on the Boardon a temporary basis, as set out in section 68 (3) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part D of Schedule 5.5.2 Authority of the Board of Directors(1) The authority of the Company's Board of Directors to manage and direct thebusiness and affairs of the Company, as set out in section 66 (1) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part E of Schedule 5.(2) If, at any time, the Company has only one director, as contemplated in section 57 (3),the authority of that director to act without notice or compliance with any otherinternal formalities, as set out in that section -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part F of Schedule 5.5.3 Directors' Meetings and Committees(1) The authority of the Company's Board of Directors to consider a matter other than ata meeting, as set out in section 74 -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part G of Schedule 5.(2) The right of the Company's directors to requisition a meeting of the Baord, as set outin section 73 (1), may be exercised -by at least 25% of the directors, as provided in that section; orby at least__% of the directors, despite the provisions of that section.(3) The authority of the Company's Board of Directors to conduct a meeting entirely byelectronic communication, or to provide for participation in a meeting by electroniccommunication, as set out in section 73 (3) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part H of Schedule 5.

202 NO.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIEs REGULATIONSDRAFT FOR PUBliC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of lncorporation for a Profit CompanyRegulation 191(4) The authority of the Company's Board of Directors to determine the manner and formof providing notice of its meetings, as set out in section 73 (4)-is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part H of Schedule 5.(5) The authority of the Company's Board of Directors to proceed with a meeting despitea failure or defect in giving notice of the meeting, as set out in section 73 (5) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part H of Schedule 5.(6) The quorum requirement for a directors meeting to begin, the voting rights at such ameeting, and the requirements for approval of a resolution at such a meeting, are ­as set out in section 73 (5), without variation.as set out in section 73 (5) subject to the variations set out in Part H ofSchedule 5.5.4 Directors compensation and financial assistance(1) The authority of the Company to pay remuneration to the Company's directors, inaccordance with a special resolution approved by the Company's shareholders withinthe previous two years, as set out in section 66 (9) and (10) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part I of Schedule 5.(2) The authority of the Company's Board of Directors, as set out in section 45, toauthorise the Company to provide financial assistance to a director, prescribedofficer or other person referred to in section 45 (2) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part I of Schedule 5.5.5 Indemnification of Directors(1) The authority of the Company to advance expenses to a director, or indemnify adirector, in respect of the defence of legal proceedings, as set out in section 78 (3) ­__ is not limited, restricted or extended by this Memorandum of Incorporation.is limited, restricted or extended to the extent set out in Part J of Schedule 5.(2) The authority of the Company to indemnify a director in respect of liability, as set outin section 78 (5) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part J of Schedule 5.

STAATSKOERANT, 22 DESEMBER 2009No. 32832 203COMPANlES REGUIATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of Incorporation fur a Profit CompanyRegulation 191(3) The authority of the Company to purchase insurance to protect the Company, or adirector, as set out in section 78 (6) -is not limited, restricted or extended by this Memorandum of Incorporation.is limited, restricted or extended to the extent set out in Part J of Schedule 5.5.6 Committees of the Board(1) The authority of the Company's Board of Directors to appoint committees ofdirectors, and to delegate to any such committee any of the authority of the Board, asset out in section 72 (1), and to include in any such committee persons who are notdirectors, as set out in section 73 (2)(a) -__ is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part K of Schedule 5.(2) The authority of a committee appointed by the Company's Board of Directors, as setout in section 72 (2) (b) and (c) -__ is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part K of Schedule 5.Article 6 - General ProvisionsInsert any further provisions desired in this or additional Articles.

204 NO.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFr FOR PUBliC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of incorporation fur a Profit CompanyRegulation 191Schedule 1 • Incorporation and nature of the CompanyPart AInsert -(a)(b)any 'Ring fencing' provisions as contemplated in section 15 (2) of the Act; andany provisions limiting the purposes or powers ofthe Company, as contemplated insection 19 (1)(b) of the Act.Part BInsert -(a)(b)anyprovisions relating to the amendment ofthe Memorandum ofIncorporation, ascontemplated in section 16 (1)(c) ofthe Act; andany provisions relating to the Board's authority to make rules for the Company, ascontemplated in section 15 (3) to (5) ofthe Act.ParteInsert -(a)(b)any provisions to subject the Company to Chapter 3 ofthe Act on a voluntary basis,as contemplated in section 34 (2) of the Act; andany provisions to subject the Company to Parts Band C of Chapter 5 of the Act, andto the Takeover Regulations, on a voluntary basis as contemplated in section 118(1)(c)(ii) ofthe Act.

STAATSKOERANT. 22 DESEMBER 2009No. 32832 205COMPANIES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of Incorporation for a Profit CompanyRegulation 191Schedule 2 • Company SecuritiesPart AInsert -(a)(b)anyprovisions setting out the classes ofauthorised shares, and maximumnumber ofauthorised shares ofeach class, and the preferences, rights,limitations and other terms ofeach class ofshares, shares as contemplated insection 15 (2) ofthe Act; andany provisions respecting the authority ofthe Board to exercise powers relating toshares, as contemplated in section 36 (3)(a) ofthe Act.Part BPart CPart DInsert any provisions restricting or limiting the authority ofthe Board to provide financialassistance to any person in relation to the subscriptions ofsecurities or options, ascontemplated in section 44 ofthe Act.Insert any provisions restricting or limiting the authority of the Board with respect to theissuing ofcapitalisation shares, as contemplated in section 47 (1) ofthe Act.Insert any provisions restricting or limiting the authority ofthe Board with respect to theissuing ofdebt instruments, as contemplated in section 43(2) or (3) of the Act.Part EInsert any provisions restricting or limiting the authority ofthe Board with respect to theregistration ofbeneficial interests in the Company's securities, as contemplated in section56 (1) ofthe Act.

206 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B): Long Standard Form Memorandum of Incorporation fur a Profit CompanyRegulation 191Schedule 3 • ShareholdersPart APart BPart CInsert anyprovisions limiting or restricting the right ofshareholders to act without meetingformal requirements, as contemplated in section 57 (4) ofthe Act.Insert any provisions relating to the powers ofshareholders to appoint proxies, theappointmentofproxies, and the powers ofany such proxy, as contemplated in section 58 ofthe Act.Insert any provisions respecting the fixing ofa record date, as contemplated in section 59 ofthe Act.

STAATSKOERANT, 22 DESEMBER 2009No. 32832 207COMPANIES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(B) : Long Standard Form Memorandum of Incorporation fur a Profit CompanyRegulation 191Part APart BPart CPart 0Schedule 4 • Shareholders MeetingsInsert any provisions imposing a requirement to hold a shareholders meeting.Insert any provision limiting or restricting the authority ofthe Board to determine thelocation ofshareholders meetings, or the authority ofthe Company to meet outside theRepublic.Insert any provision limiting or restricting the authority ofthe Board with respect to the useofelectronic communication for shareholders meetings, as contemplated in section 63 ofthe Act.Insert any provision respecting the quorum requirements for shareholders meetings, orvarying the provisions ofsection 64 ofthe Act.Part EPart FInsert -Insert any provision varying section 64 (13) ofthe Act with respect to the maximum period. for adjournment ofa shareholders meeting.(a)(b)(c)anyprovision establishing different requirements for adoption ofan ordinaryresolution for different matters;any provision establishing different requirements for adoption ofan special resolutionfor different matters; orAny provision imposing the requirement ofa special resolution to approve anymatter, as contemplated in section 65 (11) ofthe Act.

208 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFTFORPUBUC COMMENT21 DECEMBER 2009Form CoR 16.1(B): Long Standard Form Memorandum of lncorporation for a Profit CompanyRegulation 191Schedule 5 - Directors of the CompanyPart AInsert any provisions establishing the rights ofany person to appoint a director, orestablishing the right ofany person to be an ex officio director ofthe Company.Part BInsert any provision imposing additional eligibility or qualification requirements for directorsand prescribed officers of the Company.ParteInsert anyprovision establishing an alternative mannerofelecting directors, ascontemplated in section 68 ofthe Act.Part 0Insert any provision limiting or restricting the authority ofthe Board to temporarily fill avacancy on the Board, as contemplated in section 68 (3) ofthe Act.Part EInsert any provision limiting or restricting the authority ofthe Board to manage and directthe business and affairs ofthe Company, as contemplated in section 66 (1) ofthe Act.Part FInsert anyprovision limiting or restricting the authority ofa lone director to act withoutregard for formalities, as contemplated in section 57 (3) ofthe Act.PartGInsert any provision limiting or restricting the authority ofthe Board to consider a matterother than at a meeting, as contemplated in section 74 ofthe Act.Part HInsert anyprovision limiting, restricting or varying the authority ofthe Board with respect tothe conductofits meetings, as contemplated in section 73 ofthe Act.Part IInsert anyprovision limiting or restricting the authority ofthe Company to pay remunerationto its Directors, as contemplated in section 66 (1) of the Act, or limiting or restricting theauthority ofthe Board to authorise the Company to provide financial assistance to a directoror prescribed officer.Part JInsert anyprovision limiting, restricting or extending the authority ofthe Company toadvance expenses to a director, indemnify a director, or purchase insurance to protect theCompany or a director, as contemplated in section 78 ofthe Act.Part KInsert any provision limiting or restricting the authority ofthe Board with respect to theestablishment ofcommittees, as contemplated in section 72 ofthe Act.

STAATSKOERANT, 22 DESEMBER 2009No. 32832 209COMPANIES REGUlATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Fonn CoR 16.1(q : Short Standard Fonn Memorandum of Incorporation for a Non-Profit Company without membersRegulation 191Form CoR 16.1(C)Short Standard Form Memorandum ofIncorporation for a Non-Profit Company withoutmembersRepublic ofCompaniesSouth AfrAct. 2008caMemorandum of Incorporationof[Name ofCOmpanYlwhich is referred to in the rest of this Memorandum of Incorporation as 'the Company'._In thisMemorandum of Incorporation -(a) a reference to a section by number refers to thecorresponding section of the Companies Act, 2008;(b)(c)words thataredefined in the Companies Act, 2008 bear thesame meaning in this Memorandum as in thatAct; andwords appearing to the rightof an optional check line arevoid unless that linecontains a mark to indicatethat it hasbeen chosen as the applicable option.Adoption of Memorandum of IncorporationThis Memorandum of Incorporation was adopted by the incorporators of the Company, inaccordance with section 13 (1), as evidenced by the following signatures made by each of them,or on their behalf.Name of Incorporator Identity or Registration Signature DateNumber of Incorporator[Use additionalpages if necessary)

210 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFI' FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(C) : Short Standard Form Memorandum of Incorporation for a Non-Profit COmpany without membersRegulation 191Article 1 - Incorporation and Nature of the Company1.1 Incorporation(1) The Company is incorporated as from as a non-profitcompany as defined in the Companies Act, 2008.(2) The Company is incorporated in accordance with and governed by -(a) the provisions of the Companies Act, 2008 that are applicable to non-profitcompanies, without extension, limitation or variation; and(b) the provisions of this Memorandum of Incorporation.1.2 Objects and Powers of the Company(1) The objects of the Company are set out in Part A of Schedule 1 of this Memorandumand, except to the extent necessarily implied by the stated objects, the purposes andpowers of the Company are not subject to any restrictions, limitations orqualifications, as contemplated in section 19 (1)(b)(ii).(2) The Company is not SUbject to any provisions contemplated in section 15 (2)(b) or(c).(3) Upon dissolution of the Company, its net assets must be distributed in the mannerdetermined in accordance with Item 1 (4)(b) of Schedule 2 of the Companies Act,2008.1.3 Memorandum of Incorporation and Company rules(1) This Memorandum of Incorporation of the Company may be altered or amended onlyin the manner set out in section 16, 17 or 152 (6)(b).-(2) The authority of the Company's Board of Directors to make rules for the Company,as contemplated in section 15 (3) to (5) is not limited or restricted in any manner bythis Memorandum of Incorporation.(3) The Company must publish any Rules made in terms of section 15 (3) to (5) bydelivering a copy of those rules to each director by ordinary mail.-(4) The Company must publish a notice of any alteration of the Memorandum ofIncorporation or the Rules, made in terms of section 17 (1) by delivering a copy ofthose rules to each director by ordinary mail.-1.4 Optional provisionsof Companies Act, 2008 do not applyThe Company does not elect, in terms of section 34 (2), to submit voluntarily to theprovisions of Chapter 3 of the Companies Act, 2008.-1.5 Company not to have membersAs contemplated in Item 4 (1) of Schedule 2 of the Act, the Company has no members.

STAATSKOERANT. 22 DESEMBER 2009No. 32832 211COMPANIES REGUlATIONSDRAFr FOR PUBUC COMMENT 21 DECEMBER 2009Fonn CoR 16.1(C) : Short Standard Fonn Memorandum of Incorporation for a Non-Profit Company without membersRegulation 191

212 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFr FORPUBliC COMMENT21 DECEMBER 2009Form CoR 16.1(C): Short StandardFormMemorandum of Incorporationfor a Non-Profit Companywithout membersRegulation191Article 2 - Directors and Officers2.1 Composition of the Board of Directors(1) The Board of Directors of the Company comprises __ directors, and __alternate directors, to be appointed in the manner set out in Part A of Schedule 2.(2) Each appointed director of the Company serves for an indefinite term, untilsubstituted by the person or entity that appointed the director.2.2 Authority of the Board of Directors(1) The authority of the Company's Board of Directors to -(a) manage and direct the business and affairs of the Company, as set out insection 66;(b) to consider a matter other than at a meeting, as set out in section 74;(c) to conduct a meeting entirely by electronic communication, or to provide forparticipation in a meeting by electronic communication, as set out in section 73(3);(d) to determine the manner and form of providinq notice of its meetings, as setout in section 73 (4); or(e) to proceed with a meeting despite a failure or defect in giving notice of themeeting, as set out in section 73 (5),is not limited or restricted by this Memorandum of Incorporation.(2) The right of the Company's directors to requisition a meeting of the Board, as set outin section 73 (1), may be exercised by at least 25% of the directors, as provided inthat section.(3) The quorum requirement for a directors meeting to begin, the voting rights at such ameeting, and the requirements for approval of a resolution at such a meeting, are asset out in section 73 (5).2.3 Indemnification of DirectorsThe authority of the Company to -(a) advance expenses to a director, or indemnify a director, in respect of thedefence of legal proceedings, as set out in section 78 (3);(b) indemnify a director in respect of liability, as set out in section 78 (5); or(c) purchase insurance to protect the Company, or a director, as set out insection 78 (6),is not limited, restricted or extended by this Memorandum of Incorporation.

STAATSKOERANT, 22 DESEMBER 2009No.32832 213COMPANlES REGULATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(C) : Short Standard Form Memorandum of Incorporation for a Non-Profit Company without membersRegulation 1912.4 Committees of the Board(1) The authority of the Company's Board of Directors to appoint committees ofdirectors, and to delegate to any such committee any of the authority of the Board, asset out in section 72 (1), and to include in any such committee persons who are notdirectors, as set out in section 73 (2)(a) is not limited or restricted by thisMemorandum of Incorporation.(2) The authority of a committee appointed by the Company's Board of Directors, as setout in section 72 (2) (b) and (c) is not limited or restricted by this Memorandum ofIncorporation.2.5 OfficersThe Company has the following officers, to be elected by the Board:Schedule 1 - Incorporation and nature of the CompanyInsert a statement of the objects ofthe Company, as required by item 1 ofSchedule 2 ofthe Companies Act, 2008.

214 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(D) : Long Standard Form Memorandum of Incorporation fur a Non Profit Company without membersRegulation 191Form CoR 16.1(D)Long Standard FormMemorandum of Incorporation for a NonProfit Company withoutmembersRepublic ofCompaniesSouth AfricaAct, 2008Memorandum of Incorporationof[NameofCompanYJwhich is referred to in the rest of this Memorandum of Incorporation as 'the Company"._InthisMemorandum of Incorporation -(a) a reference to a section bynumber refers to thecorresponding section of the Companies Act, 2008;(b)(c)words thataredefined in the Companies Act, 2008 bear the same meaning in this Memorandum as in thatAct; andwords appearing to the rightof an optional check linearevoid unless that linecontains a mark to indicatethatit has been chosen as theapplicable option.The Schedules attached to this Memorandum of Incorporation are a partof this Memorandum of Incorporation.Adoption of Memorandum of IncorporationThis Memorandum of Incorporation was adopted by the incorporators of the Company, inaccordance with section 13 (1), as evidenced by the following signatures made by each of them,or on their behalf.Nameof Incorporator Identity or Registration Signature DateNumberof Incorporator[Use addffional pages if necessary]

STAATSKOE RANT, 22 DESEMBER 2009No. 32832 215COMPANIES REGUlATIONSDRAFT FOR PUBliC COMMENT 21 DECEMBER 2009Form CoR 16.1(D) : Long Standard Form Memorandum of lncorporationfor a Non Profit Company without membersRegulation 191Article 1 • Incorporation and Nature of the Company1.1 Incorporation(1) The Company is incorporated as from as a non-profitcompany as defined in the Companies Act, 2008.(2) The Company is incorporated in accordance with and governed by -(a) the unalterable provisions of the Companies Act, 2008 that are applicable tonon-profit companies; and(b) the alterable provisions of the Companies Act, 2008 that are applicable to nonprofitcompanies, subject to the limitations, extensions, variations orsubstitutions set out in this Memorandum; and(e) the provisions of this Memorandum of Incorporation.1.2 Objects and Powers of the Company(1) The objects of the Company are set out in Part A of Schedule 1 of this Memorandum.The Company -is not subject to any provisions contemplated in section 15 (2)(b) or (c).is subject to provisions contemplated in section 15 (2)(b) or (c), as set out inPart B of Schedule 1.(2) Except to the extent necessarily implied by clause (1) above, the purposes andpowers of the Company -are not subject to any restrictions, limitations or qualifications, as contemplatedin section 19 (1)(b)(ii).are subject to the restrictions, limitations or qualifications contemplated insection 19 (1)(b)(ii), as set out in Part B of Schedule 1.(3) Upon dissolution of the Company, its net assets must be distributed in the mannerdetermined in accordance with -(a) Item 1 (4)(b) of Schedule 2 of the Companies Act, 2008; and(b) the provisions, if any, set out in Part C of Schedule 1 of this Memorandum.1.3 Memorandum of Incorporation and Company rules(1) This Memorandum of Incorporation of the Company -may be altered or amended only in the manner set out in section 16, 17 or 152(6)(b).may be altered or amended in the manner set out in section 16, 17 or 152(6)(b), subject to the provisions contemplated in section 16 (1)(c), as set out inPart D of Schedule 1.

216 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(0) : Long Standard Form Memorandum of Incorporation for a Non Profit Company without membersRegulation 191(2) The authority of the Company's Board of Directors to make rules for the Company,as contemplated in section 15 (3) to (5) -is not limited or restricted in any manner by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part D of Schedule 1.(3) The Company must puolish any Rules made in terms of section 15 (3) to (5) -by delivering a copy of those rules to each director by ordinary mail.in accordance with the requirements set out in Part D of Schedule 1.(4) The Company must publish a notice of any alteration of the Memorandum ofIncorporation or the Rules, made in terms of section 17 (1) -by delivering a copy of those rules to each director by ordinary mail.in accordance with the requirements set out in Part D of Scheduie 1.1.4 Application of optional provisions of Companies Act, 2008The Company -does not elect, in terms of section 34 (2), to submit voluntarily to the provisions ofChapter 3 of the Companies Act, 2008.does elect, in terms of section 34 (2), to submit voluntarily to the provisions ofChapter 3 of the Companies Act, 2008.1.5 Company not to have membersAs contemplated in Item 4 (1) of Schedule 2 of the Companies Act, 2008, the Company hasno members.Article 2 - Directors and Officers2.1 Composition of the Board of Directors(1) The Board of Directors of the Company comprises __ directors, and __alternate directors, to be appointed in the manner set out in Part A of Schedule 2.(2) In addition to the appointed directors -there are no ex officio directors of the Company, as contemplated in section 66(4).there are __ex officio directors of the Company, as contemplated insection 66, to be designated in the manner specified in Part A of Schedule 2.(3) In addition to satisfying the qualification and eligibility requirements set out in section69, to become or remain a director or a prescribed officer of the Company, a person ­__ need not satisfy any further eligibility requirements or qualifications.__ must satisfy the additional eligibility requirements and qualifications set out inPart B of Schedule 2.

STAATSKOERANT, 22 DESEMBER 2009NO.32832 217COMPANIES REGUlATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(0) : Long Standard Form Memorandum of Incorporation for a Non Profit Company without membersRegulation 191(4) Each appointed director of the Company serves for an indefinite term, untilsubstituted by the person or entity that appointed the director.2.2 Authority of the Board of DirectorsThe authority of the Company's Board of Directors to manage and direct the business andaffairs of the Company, as set out in section 66 (1) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part C of Schedule 2.2.3 Directors' meetings and committees(1) The authority of the Company's Board of Directors to consider a matter other than ata meeting, as set out in section 74 -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part D of Schedule 2.(2) The right of the Company's di~ectors to requisition a meeting of the Board, as set outin section 73 (1), may be exercised -by at least 25% of the directors, as provided in that section; orby at least__% of the directors, despite the provisions of that section.(3) The authority of the Company's Board of Directors to conduct a meeting entirely byelectronic communication, or to provide for participation in a meeting by electroniccommunication, as set out in section 73 (3) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part E of Schedule 2.(4) The authority of the Company's Board of Directors to determine the manner and formof providing notice of its meetings, as set out in section 73 (4) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part E of Schedule 2.(5) The authority of the Company's Board of Directors to proceed with a meeting despitea failure or defect in giving notice of the meeting, as set out in section 73 (5) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part E of Schedule 2.(6) The quorum requirement for a directors meeting to begin, the voting rights at such ameeting, and the requirements for approval of a resolution at such a meeting, are ­as set out in section 73 (5), without variation.__ as set out in section 73 (5) subject to the variations set out in Part E of

218 NO.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFI' FOR PUBliC COMMENT 21 DECEMBER 2009Form CoR 16.1(D) : Long Standard Form Memorandum of Incorporation fur a Non Profit Company without membersRegulation 191Schedule 2.2.4 Indemnification of Directors(1) The authority of the Company to advance expenses to a director, or indemnify adirector, in respect of the defence of legal proceedings, as set out in section 78 (3) ­is not limited, restricted or extended by this Memorandum of Incorporation.is limited, restricted or extended to the extent set out in Part F of Schedule 2.(2) The authority of the Company to indemnify a director in respect of liability, as set outin section 78 (5) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part F of Schedule 2.(3) The authority of the Company to purchase insurance to protect the Company, or adirector, as set out in section 78 (6) -is not limited, restricted or extended by this Memorandum of Incorporation.is limited, restricted or extended to the extent set out in Part F of Schedule 2.2.5 Committeesof the Board(1) The authority of the Company's Board of Directors to appoint committees ofdirectors, and to delegate to any such committee any of the authority of the Board, asset out in section 72 (1), and to include in any such committee persons who are notdirectors, as set out in section 73 (2)(a) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part G of Schedule 2.(2) The authority of a committee appointed by the Company's Board of Directors, as setout in section 72 (2) (b) and (c) -__ is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part G of Schedule 2.Article 3 • General Provisions[Insert any further provisions desired in this or additional Articles.]

STAATSKOERANT, 22 DESEMBER 2009No.32832 219COMPANlES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(0) : Long Standard Form Memorandum of Incorporation for a Non Profit Company without membersRegulation 191Part ASchedule 1 • Incorporation and nature of the CompanyPart BInsert a statement of the objects ofthe Company, as required by item 1ofSchedule 2 ofthe Companies Act, 2008.Insert -(a)(b)any 'Ring fencing' provisions as contemplated in section 15 (2) (b) or (c) ofthe Act;andany provisions limiting the purposes or powers ofthe Company, as contemplated insection 19 (1)(b) ofthe Act.PartePart 0Insert provisions establishing, or providing for the establishment of, a scheme ofdistributionofthe net assets of the Company upon its dissolution, as required by item 1 (4) ofSchedule2 of the Companies Act, 2008.Insert -(a)(b)any provisions relating to the amendment ofthe Memorandum ofIncorporation, ascontemplated in section 16 (1)(c) ofthe Act,·andany provisions relating to the Board's authority to make rules for the Company, ascontemplated in section 15 (3) to (5) ofthe Act.

220 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUIATIONSDRAFf FOR PUBliC COMMENT 21 DECEMBER 2009Form CoR 16.1(0) : Long Standard Form Memorandum of Incorporation fur a Non Profit Company without membersRegulation 191Part ASchedule 2 • Directors of the CompanyPartSPartePart DPart EPart FPartGInsert any provisions establishing the rights ofany person to appoint a director, orestablishing the right ofany person to be an ex officio director ofthe Company.Insert any provision imposing additional eligibility or qualification requirements for directorsand prescribed officers ofthe Company.Insert any provision limiting or restricting the authority ofthe Board to manage and directthe business and affairs ofthe Company, as contemplated in section 66 (1) ofthe Act.Insert any provision limiting or restricting the authority ofthe Board to consider a matterother than at a meeting, as contemplated in section 74 ofthe Act.Insert any provision limiting, restricting or varying the authority ofthe Board with respect tothe conduct ofits meetings, as contemplated in section 73 ofthe Act.Insert any provision limiting, restricting or extending the authority ofthe Company toadvance expenses to a director, indemnify a director, orpurchase insurance to protect theCompany or a director, as contemplated in section 78 ofthe Act.Insert any provision limiting or restricting the authority of the Board with respect to theestablishment ofcommittees, as contemplated in section 72 of the Act.

STAATSKOERANT, 22 DESEMBER 2009No. 32832 221COMPANIES REGULATIONSDRAYf FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(E) : Long Standard Form Memorandum of Incorporation fur a Non Profit Company with membersRegulation 191Form CoR 16.1(E)Long Standard FormMemorandum of Incorporation for a Non Profit Company withmembersRepublic ofCompaniesSouth AfricaAct, 2008Memorandum of Incorporationof[Name ofCOmpany]_which is referred to in the rest of this Memorandum of Incorporation as 'the Company".Inthis Memorandum of Incorporation -(a) a reference to a section bynumber refers tothe corresponding section of the Companies Act, 2008;(b)(c)words that are defined in the Companies Act, 2008 bear the same meaning in this Memorandum as in thatAct; andwords appearing to the right of an optional check line are void unless thatline contains a mark to indicatethat it has been chosen as the applicable option.The Schedules attached tothis Memorandum of Incorporation are a partof this Memorandum of Incorporation.Adoption of Memorandum of IncorporationThis Memorandum of Incorporation was adopted by the incorporators of the Company, inaccordance with section 13 (1), as evidenced by the following signatures made by each of them,or on their behalf.Name of Incorporator Identity or Registration Signature DateNumber of Incorporator[Use additional pages if necessary]

222 NO.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(E) : Long Standard Form Memorandum of Incorporation fur a Non Profit Company with membersRegulation 191Article 1 - Incorporation and Nature of the Company1.1 Incorporation(1) The Company is incorporated as from as a non-profitcompany as defined in the Companies Act, 2008.(2) The Company is incorporated in accordance with and governed by -(a) the unalterable provisions of the Companies Act, 2008 that are applicable tonon-profit companies;(b) the alterable provisions of the Companies Act, 2008 that are applicable tonon-profit companies, subject to the limitations, extensions, variations orsubstitutions set out in this Memorandum; and(c) the provisions of this Memorandum of Incorporation.1.2 Objects and Powers of the Company(1) The objects of the Company are set out in Part A of Schedule 1 of this Memorandum.(2) The Company -is not subject to any provisions contemplated in section 15 (2)(b) or (c).is subject to provisions contemplated in section 15 (2)(b) or (c), as set out inPart B of Schedule 1.(2) Except to the extent necessarily implied by clause (1) above, the purposes andpowers of the Companyarenot subject to any restrictions, limitations or qualifications, as contemplatedin section 19 (1)(b)(ii).are subject to the restrictions, limitations or qualifications contemplated insection 19 (1)(b)(ii), as set out in Part B of Schedule 1.(3) Upon dissolution of the Company, its net assets must be distributed in the mannerdetermined in accordance with -(a) Item 1 (4)(b) of Schedule 2 of the Companies Act, 2008; and(b) the provisions, if any, set out in Part C of Schedule 1 of this Memorandum.1.3 Memorandum of Incorporation and Company rules(1) This Memorandum of Incorporation of the Company -may be altered or amended only in the manner set out in section 16, 17 or 152(6)(b).may be altered or amended in the manner set out in section 16, 17 or 152(6)(b), subject to the provisions contemplated in section 16 (1)(c), as set out in

STAATSKOERANT, 22 DESEMBER 2009No. 32832 223COMPANIES REGUIATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(E) : Long Standard Form Memorandum of Incorporation fur a Non Profit Company with membersRegulation 191Part D of Schedule 1.(2) The authority of the Company's Board of Directors to make rules for the Company,as contemplated in section 15 (3) to (5) -__ is not limited or restricted in any manner by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part D of Schedule 1.(3) The Company must publish any Rules made in terms of section 15 (3) to (5) ­__ by delivering a copy of those rules to each director by ordinary mail.__ in accordance with the requirements set out in Part 0 of Schedule 1.(4) The Company must publish a notice of any alteration of the Memorandum ofIncorporation or the Rules, made in terms of section 17 (1) -__ by delivering a copy of those rules to each director by ordinary mail.__ in accordance with the requirements set out in Part D of Schedule 1.1.4 Application of optional provisions of Companies Act, 2008The Company -does not elect, in terms of section 34 (2), to submit voluntarily to the provisions ofChapter 3 of the Companies Act, 2008.does elect, in terms of section 34 (2), to submit voluntarily to the provisions ofChapter 3 of the Companies Act, 2008.1.5 Members of the Company(1) As contemplated in item 4 (1) of Schedule 2 of the Companies Act, 2008, theCompany has members, who -are all in a single class, being voting members, each of whom has an equalvote in any matter to be decided by the members of the Company.are in either of two classes, being voting and non-voting membersrespectively.(2) The terms and conditions of membership in the Company are as set out in Part E ofSchedule 1 of this Memorandum.Article 2 - Rights of Members2.1 Members' authority to actIf, at any time, every member of the Company is also a director of the Company, ascontemplated in section 57 (4), the authority of the members to act without notice orcompliance with any other internal formalities, as set out in that section -is not limited or restricted by this Memorandum of Incorporation.

224 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(E): Long Standard Form Memorandum of Incorporation fur a Non Profit Company with membersRegulation 191is limited or restricted to the extent set out in Part A of Schedule 2.2.2 Members' right to InformationIn addition to the rights to access information set out in section 26 (2), a member of theCompany has the further rights to information, if any, set out in Part B of Schedule 2 of thisMemorandum of Incorporation.2.3 Representation by concurrent proxiesThe right of a member of the Company to appoint 2 or more persons concurrently asproxies, as set out in section 58 (3)(a) -is not limited, restricted or varied by this Memorandum of Incorporation.is limited, restricted or varied to the extent set out in Part C of Schedule 2.2.4 Authority of proxy to delegateThe authority of a member's proxy to delegate the proxy's powers to another person, as setout in section 58 (3)(b) -__ is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part C of Schedule 2.2.5 Requirement to deliver proxy instrument to the CompanyThe requirement that a member must deliver to the Company a copy of the instrumentappointing a proxy before that proxy may exercise the member's rights at a membersmeeting, as set out in section 58 (3)(c) -__ is not varied by this Memorandum of Incorporation.is varied to the extent set out in Part C of Schedule 2.2.6 Deliberative authority of proxyThe authority of a member's proxy to decide without direction from the member whether toexercise, or abstain from exercising any voting right of the member, as set out in section 58(7) -__ is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part C of Schedule 2.2.7 Record date for exercise of member rightsIf, at any time, the Company's Board of Directors fails to determine a record date, ascontemplated in section 59, the record date for the relevant matter is -__ as determined in accordance with section 59 (3).

STAATSKOERANT, 22 DESEMBER 2009No. 32832 225COMPANIES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(E) : LongStandard Form Memomndum of Incorporation fur a Non Profit Company with membersRegulation 191as determined in the manner set out in Part D of Schedule 2.Article 3 • Members Meetings3.1 Requirement to hold meetingsThe Company -__ is not required to hold any members meetings other than those specifically requiredby the Companies Act, 2008.__ is required to hold members meetings, in addition to those specifically required bythe Companies Act, 2008, as set out in Part A of Schedule 3.3.2 Members' right to requisition a meetingThe right of members to requisition a meeting, as set out in section 61 (3), may beexercised -__ by at least 25% of the voting members, as provided for in that section.by at least__% of the voting members3.3 Location of members meetingsThe authority of the Company's Board of Directors to determine the location of anymembers meeting, and the authority of the Company to hold any such meeting in theRepublic or in any foreign country, as set out in section 61 (9) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part B of Schedule 3.3.4 Notice of members meetingsThe minimum number of days for the Company to deliver a notice of a members meeting tothe members, as required by section 62 -is as provided for in section 62 (1).isbusiness days before the meeting is to begin.3.5 Electronic participation in members meetingsThe authority of the Company to conduct a meeting entirely by electronic communication,or to provide for participation in a meeting by electronic communication, as set out insection 63-is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part C of Schedule 3.

226 NO.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFT FOR PUBUC COMMENT21 DECEMBER2009Form CoR 16.1(E): Long Standard Form Memorandumof Incorporationfor a Non ProfitCompanywith membersRegulation1913.6 Quorum for members meeetings(1) The quorum requirement for a members meeting to begin, or for a matter to beconsidered are -as set out in section 64 (1) without variation.as set out in section 64 (1) subject to a minimum of__% in substitution forthe 25% required by that section.(2) The time periods allowed in section 64 (4) and (5)apply to the Company without variationapply to the Company, subject to the variations set out in Part D of Schedule3.(3) The authority of a meeting to continue to consider a matter, as set out in section 64(9) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part D of Schedule 3.3.7 Adjournment of members meetingsThe maximum period allowable for an adjournment of a members meeting is ­as set out in section 64 (13), without variation.as set out in section 64 (13), subject to the variations set out in Part E of Schedule 3.3.8 Members resolutions(1) For an ordinary resolution to be adopted at a members meeting, it must be supportedby at least-50 % of the members who voted on the resolution, as provided in section 65(7).___% of the members who voted on the resolution, despite section 65 (7).__ the minimum percentage of members voting on the resolution, as set out inPart F of Schedule 3.(2) For a special resolution to be adopted at a members meeting, it must be supportedby at least-__ 75 % of the members who voted on the resolution, as provided in section 65(7).___% of the members who voted on the resolution, despite section 65 (7).the minimum percentage of the members who voted on the resolution, as setout in Part F of Schedule 3.

STAATSKOERANT, 22 DESEMBER 2009No. 32832 227COMPANIES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(E) : Long Standard Form Memorandum of Incorporation fur a Non Profit Company with membersRegulation 191(3) A special resolution adopted at a members meeting is -__ not required for a matter to be determined by the Company, except thosematters set out in section 65 (11).__ required, in addition to the matters set out in section 65 (11), for the mattersset out in Part F of Schedule 3.Article 4 - Directors and Officers4.1 Composition of the Board of Directors(1) The Board of Directors of the Company comprises of__ directors, and__alternate directors, to be elected by the voting members of the Company, in themanner set out in Part A of Schedule 4.(2) In addition to the elected directors -__ there are no appointed or ex officio directors of the Company, as contemplatedin section 66 (4).__ there are__ appointed, and__ex officio directors of the Company, ascontemplated in section 66, to be designated in the manner specified in Part Bof Schedule 4.(3) In addition to satisfying the qualification and eligibility requirements set out in section69, to become or remain a director or a prescribed officer of the Company, a person ­need not satisfy any further eligibility requirements or qualifications.must satisfy the additional eligibility requirements and qualifications set out inPart C of Schedule 4.(4) Each-(a) elected director of the Company serves for a term of years; and(b) appointed director of the Company serves for an indefinite term, untilsubstituted by the person or entity that appointed the director.4.2 Authority of the Board of DirectorsThe authority of the Company's Board of Directors to manage and direct the business andaffairs of the Company, as set out in section 66 (1)-__ is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part D of Schedule 4.4.3 Directors' Meetings(1) The authority of the Company's Board of Directors to consider a matter other than at

228 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGUlATIONSDRAFf FOR PUBLIC COMMENT 21 DECEMBER 2009Form CoR 16.1(E) : Long Standanl Form Memorandum of Incorporation fur a Non Profit Company with membersRegulation 191a meeting, as set out in section 74-is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part E of Schedule 4.(2) The right of the Company's directors to requisition a meeting of the Board, as set outin section 73 (1), may be exercised -by at least 25% of the directors, as provided in that section; orby at least__% of the directors, despite the provisions of that section.(3) The authority of the Company's Board of Directors to conduct a meeting entirely byelectronic communication, or to provide for participation in a meeting by electroniccommunication, as set out in section 73 (3) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part F of Schedule 4.(4) The authority of the Company's Board of Directors to determine the manner and formof providing notice of its meetings, as set out in section 73 (4) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part F of Schedule 4.(5) The authority of the Company's Board of Directors to proceed with a meeting despitea failure or defect in giving notice of the meeting, as set out in section 73 (5) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part F of Schedule 4.(6) The quorum requirement for a directors meeting to begin, the voting rights at such ameeting, and the requirements for approval of a resolution at such a meeting, are ­as set out in section 73 (5), without variation.as set out in section 73 (5) subject to the variations set out in Part F ofSchedule 4.4.4 Indemnification of Directors(1) The authority of the Company to advance expenses to a director, or indemnify adirector, in respect of the defence of legal proceedings, as set out in section 78 (3) ­is not limited, restricted or extended by this Memorandum of Incorporation.is limited, restricted or extended to the extent set out in Part G of Schedule 4.(2) The authority of the Company to indemnify a director in respect of liability, as set outin section 78 (5) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part G of Schedule 4.

STAATSKOERANT, 22 DESEMBER 2009No. 32832 229COMPANIES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(E) : Long Standard Form Memorandum of Incorporation fur a Non Profit Company with membersRegulation 191(3) The authority of the Company to purchase insurance to protect the Company, or adirector, as set out in section 78 (6) -__ is not limited, restricted or extended by this Memorandum of Incorporation.is limited, restricted or extended to the extent set out in Part F of Schedule 2.4.6 Committees of the Board(1) The authority of the Company's Board of Directors to appoint committees ofdirectors, and to delegate to any such committee any of the authority of the Board, asset out in section 72 (1), and to include in any such committee persons who are notdirectors, as set out in section 73 (2)(a) -is not limited or restricted this Memorandum of Incorporation.is limited or restricted to the extent set out in Part H of Schedule 4.(2) The authority of a committee appointed by the Company's Board of Directors, as setout in section 72 (2) (b) and (c) -is not limited or restricted by this Memorandum of Incorporation.is limited or restricted to the extent set out in Part H of Schedule 4.Article 5 • General Provisions[Insert any further provisions desired in this or additional Articles.]

230 No. 32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIES REGULATIONSDRAFf FOR PUBUC COMMENT21 DECEMBER 2009Form CoR 16.1(E): Long Standard FormMemorandumof Incorporation fora NonProfit Companywith membersRegulation191Part ASchedule 1 • Incorporation and nature of the CompanyPart BInsert a statement ofthe objects ofthe Company, as required by item 1 ofSchedule 2 ofthe Companies Act, 2008.Insert -(a)(b)any 'Ring fencing' provisions as contemplated in section 15 (2) (b) or (c) ofthe Act;andany provisions limiting the purposes or powers ofthe Company, as contemplated insection 19 (1)(b) ofthe Act.PartePart 0Insert provisions establishing, or providing for the establishment of, a scheme ofdistributionofthe net assets of the Company upon its dissolution, as required by item 1 (4) ofSchedule2 ofthe Companies Act, 2008.Insert -(a)(b)any provisions relating to the amendment ofthe Memorandum ofIncorporation, ascontemplated in section 16 (1)(c) ofthe Act; andany provisions relating to the Board's authority to make rules for the Company, ascontemplated in section 15 (3) to (5) ofthe Act.Part EInsert the terms and conditions ofeach class ofmembership in the Company, as requiredby item 4 (2)(e) ofSchedule 2 ofthe Companies Act, 2008; together with anyadditionalterms and conditions that are consistent with terms Act.

STAATSKOE RANT, 22 DESEMBER 2009No. 32832 231COMPANIES REGULATIONSDRAFf FOR PUBUC COMMENT 21 DECEMBER 2009Fonn CoR 16.1(E) : Long Standard Fonn Memorandum of Incorporation fur a Non Profit Company with membersRegulation 191Part ASchedule 2 - Rights of MembersInsert any provisions limiting or restricting the right ofmembers to act without meetingformal requirements, as contemplated in section 57 (4) ofthe Act.Part BInsert anyprovisions creating addition information rights ofmembers, as contemplated insection 26.PartePart DInsert any provisions relating to the powers ofmembers to appoint proxies, theappointment ofproxies, and the powers ofany such proxy, as contemplated in section 58 ofthe Act.Insert any provisions respecting the fixing ofa record date, as contemplated in section 59 ofthe Act.

232 No.32832 GOVERNMENT GAZETTE, 22 DECEMBER 2009COMPANIESREGULATIONSDRAFT FOR PUBUC COMMENT21 DECEMBER2009Form CoR 16.1(E) : Long Standard Form Memorandumof Incorporationfur a Non Profit Companywith membersRegulation 191Part ASchedule 3 • Members MeetingsPartBPartePartDInsert any provisions imposing a requirement to hold a members meeting.Insert any provision limiting or restricting the authority ofthe Board to determine thelocation ofmembers meetings, or the authority of the Company to meet outside theRepublic.Insert anyprovision limiting or restricting the authority of the Board with respect to the useofelectronic communication for members meetings, as contemplated in section 63 oftheAct.Insert anyprovision respecting the quorum requirements for members meetings, or varyingthe provisions ofsection 64 ofthe Act.Part EPart FInsert any provision varying section 64 (13) ofthe Act with respect to the maximum periodfor adjournment ofa members meeting.Insert -(a)(b)(c)any provision establishing different requirements for adoption ofan ordinaryresolution for different matters;anyprovision establishing different requirements for adoption ofan special resolutionfor different matters; orAny provision imposing the requirement ofa special resolution to approve anymatter, as contemplated in section 65 (11) ofthe Act.

STAATSKOERANT, 22 DESEMBER 2009No. 32832 233COMPANIES REGULATIONSDRAFT FOR PUBUC COMMENT 21 DECEMBER 2009Form CoR 16.1(E) : Long Standard Form Memorandum of Incorporation fur a Non Profit Company with membersRegulation 191Part ASchedule 4 • Directors of the CompanyPart BPartePart 0Part EPart FPart GPartHInsert provision setting out the manner for the election ofDirectors by voting members.Insert any provisions establishing the rights ofany person to appoint a director, orestablishing the right ofany person to be an ex officio director ofthe Company.Insert any provision imposing additional eligibility or qualification requirements for directorsand prescribed officers ofthe Company.Insert any provision limiting or restricting the authority ofthe Board to manage and directthe business and affairs ofthe Company, as contemplated in section 66 (1) ofthe Act.Insert anyprovision limiting or restricting the authority ofthe Board to consider a matterother than ata meeting, as contemplated in section 74 ofthe Act.Insert anyprovision limiting, restricting or varying the authority ofthe Board with respect tothe conduct ofits meetings, as contemplated in section 73 ofthe Act.Insert any provision limiting, restricting or extending the authority ofthe Company toadvance expenses to a director, indemnify a director, or purchase insurance to protect theCompany or a director, as contemplated in section 78 ofthe Act.Insert any provision limiting or restricting the authority of the Board with respect to theestablishment ofcommittees, as contemplated in section 72ofthe Act.