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BLUE LABEL INTEGRATED ANNUAL REPORT 2016
Notice of Annual General Meeting
continued
exceed 10% in the
aggregate of the number of
issued shares in the
Company at the relevant
times;
(h) the acquisition of shares by
the Company or its
subsidiaries may not be
effected during a prohibited
period, as defined in the
Listings Requirements; and
(i)
an announcement containing
full details of such
acquisitions of shares will be
published as soon as the
Company and/or its
subsidiaries have acquired
shares constituting, on a
cumulative basis 3% (three
percent) of the number of
shares in issue at the date of
the meeting at which this
special resolution is
considered and if approved,
passed, and for each 3% in
aggregate of the initial
number acquired thereafter.
The Listings Requirements require, in
terms of paragraph 11.26, the
following disclosures, which appear in
the integrated annual report:
•
•
Major shareholders – refer to
pages 180 and 181.
•
•
Material change – there were no
material changes.
•
•
Share capital of the Company –
refer to page 140.
•
•
Responsibility statement – refer to
page 75.
3. Special resolution number 3:
Approval to grant financial
assistance in terms of sections 44
and 45 of the Act
Resolved that the Board may,
subject to the Act and the MoI,
authorise the Company to provide
direct or indirect financial
assistance:
•
•
by way of a loan, guarantee,
the provision of security or
otherwise to any person for the
purpose of, or in connection
with, the subscription of any
option, or any securities, issued
or to be issued by the Company
or a related or inter-related
company, or for the purchase of
any securities of the Company
or a related or inter-related
company, as contemplated in
section 44 of the Act, at any
time during a period
commencing on the date of
passing of this special resolution
and ending at the expiry of two
years from the date of the
adoption of this special
resolution number 3; and/or
•
•
to a Director of the Company or
of a related or inter-related
company, or to a related or
inter-related company or
corporation, or to a member of
a related or inter-related
corporation, or to a person
related to any such company,
corporation, director, prescribed
officer or member, as
contemplated in section 45 of
the Act, at any time during a
period commencing on the date
of passing of this special
resolution and ending at the
expiry of two years from the
date of the adoption of this
special resolution number 3.
4. Special resolution number 4:
Amendment to Memorandum of
Incorporation – Fraction of shares
Resolved that in terms of section
16(1)(c) of the Companies Act, the
MoI of the Company be hereby
amended by substituting clause 9
with the following new wording,
effective from the date of filing of
the relevant notice of amendment
with the Companies and
Intellectual Property Commission:
“9. Subject to the provisions of
the Listings Requirements, all
allocations of Securities will be
rounded down, based on standard
rounding convention (i.e.
allocations will be rounded down
to the nearest whole number if
they are less than 0,5 (zero
comma five), resulting in
allocations of whole Securities and
no fractional entitlements.
Securities Holders shall be
compensated for the lost fraction
by way of a cash payment based
on the 30 day weighted average
traded price of Securities for the
30 days preceding the issue in
question.”
By order of the Board
J van Eden
Group Company Secretary
Sandton
9 November 2016