NVFH 2020 Integrated Annual Report

person/s authorised by the board), as it thinks fit, but subject
to compliance with the requirements of the MOI, the
Companies Act and the Listings Requirements applicable to
the Company, be granted authority to provide:
(i) direct or indirect financial assistance as contemplated in
section 44 of the Companies Act to any person approved
by the Board (or any person/s to whom the Board has
delegated the power to approve recipients of the
financial assistance);
(ii) direct or indirect financial assistance as contemplated in
section 45 of the Companies Act to:
a. a related or inter-related company or corporation as
contemplated in the Companies Act; and/or
b. to a member of such a related or inter-related
company or corporation; and/or
c. to a director or prescribed officer of a related or
inter-related company; and/or
d. to a person related to any such company,
corporation, member, director or prescribed officer,
for any purpose in the normal course of business
of the NVest Group, and any black economic
empowerment transaction, at any time during a
period of 2 (two) years commencing on the date
that this special resolution is passed.
The board will, before making any such financial assistance
available satisfy itself that immediately after providing the
financial assistance, the company will satisfy the solvency and
liquidity test as contemplated in the Companies Act and that
the terms under which the financial assistance is proposed to
be given are fair and reasonable to the company.”
Explanatory note:
The purpose of this resolution is to enable the Company to
enter into funding arrangements with its subsidiaries and
to allow intergroup loans between subsidiaries and where
appropriate, directors’ loans.
In order for this resolution to be adopted, it must be
approved by 75% (seventy five percent) of the voting rights
exercised on special resolution 4 by shareholders present or
represented by proxy at the Annual General Meeting and
entitled to exercise voting rights on the resolution is required.
15. Special resolution number 5: General
authority to acquire (repurchase) shares
“RESOLVED THAT, subject to the approval of 75% of the
shareholders present in person and by proxy, and entitled to
vote at the annual general meeting, the Company and/or
any subsidiary of the Company is hereby authorised, by way
of a general authority, from time to time, to acquire ordinary
shares in the share capital of the Company from any person
in accordance with the requirements of the MOI, the Act
and the JSE Listings Requirements, provided that:
- any such acquisition of ordinary shares shall be effected
through the order book operated by the JSE trading
system and done without any prior understanding or
arrangement with the counterparty;
- this general authority shall be valid until the earlier of
the Company’s next Annual General Meeting or the
variation or revocation of such general authority by
special resolution at any subsequent general meeting of
the Company, provided that it shall not extend beyond 15
months from the date of passing of this special resolution
number 5;
- an announcement will be published as soon as the
Company or any of its subsidiaries have acquired
ordinary shares constituting, on a cumulative basis, 3% of
the number of ordinary shares in issue and for each 3%
in aggregate of the initial number acquired thereafter,
in compliance with paragraph 11.27 of the JSE Listings
Requirements;
- acquisitions of shares in aggregate in any one financial
year may not exceed 20% (twenty percent) of the
Company’s ordinary issued share capital, as the case
may be, as at the date of passing of this special resolution
number 5;
- ordinary shares may not be acquired at a price greater
than 10% above the weighted average of the market
value at which such ordinary shares are traded on the JSE
as determined over the five business days immediately
preceding the date of acquisition of such ordinary shares;
- the Company has been given authority by its
memorandum of incorporation;
- the board of directors authorises the acquisition and that
the Company passed the solvency and liquidity test, as
set out in Section 4 of the Companies Act, and that since
the solvency and liquidity test was performed there have
been no material changes to the financial position of the
Company;
- in terms of section 48 (2)(b) of the Companies Act, the
board of a subsidiary Company may determine that it will
acquire shares of its holding company, but (i) not more
than 10%, in aggregate, of the number of issued shares
of any class of shares of a Company may be held by, or
for the benefit of, all of the subsidiaries of that Company,
taken together; and (ii) no voting rights attached to those
shares may be exercised while the shares are held by the
subsidiary, and it remains a subsidiary of the Company
whose shares it holds;
- in terms of section 48 (8)(b) of the Companies Act, the
repurchase of any shares is subject to the requirements of
sections 114 and 115 if, considered alone, or together with
other transactions in an integrated series of transactions,
it involves the acquisition by the Company of more than
5% of the issued shares of any particular class of the
Company’s shares;
- at any point in time, the Company and/or its subsidiaries
may only appoint one agent to effect any such acquisition;
- the Company and/or its subsidiaries undertake that they
will not enter the market to so acquire the Company’s
shares until the Company’s designated advisor has
provided written confirmation to the JSE regarding
the adequacy of the Company’s working capital in
accordance with Schedule 25 of the Listings Requirements
of the JSE; and
- the Company and/or its subsidiaries may not acquire any
shares during a prohibited period, as defined in the Listings
Requirements of the JSE unless a repurchase program is in
place, where dates and quantities of shares to be traded
during the prohibited period are fixed and full details of the
program have been disclosed in an announcement over the
SENS prior to the commencement of the prohibited period.
Explanatory Note:
The reason for and effect of this special resolution is to grant the
Company and its subsidiaries a general authority to facilitate
the acquisition by the Company and/or its subsidiaries of the
Company’s own shares, which general authority shall be
valid until the earlier of the next annual general meeting of
NVest Financial Holdings Limited | INTEGRATED ANNUAL REPORT 2020 133