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BLUE LABEL
INTEGRATED ANNUAL REPORT 2017
2. Special resolution number 2: General authority to repurchase shares
Resolved that pursuant to the MOI, the Company or any of its subsidiaries are hereby authorised by way of a general
approval, from time to time, to acquire ordinary shares in the share capital of the Company in accordance with the Act
and the Listings Requirements, provided that:
(a) the number of its own ordinary shares acquired by the Company in any one financial year shall not exceed 20% of
the ordinary shares in issue at the date on which this resolution is passed;
(b) this authority shall lapse on the earlier of the date of the next AGM of the Company or the date 15 months after the
date on which this resolution is passed;
(c) the Board has resolved to authorise the acquisition and that the Group will satisfy the solvency and liquidity test
immediately after the acquisition and that since the test there have been no material changes to the financial
position of the Group;
(d) the acquisition must be effected through the order book operated by the JSE trading system and done without any
prior understanding or arrangement between the Company and the counterparty;
(e) the Company only appoints one agent to effect any acquisition(s) on its behalf;
(f) the price paid per ordinary share may not be greater than 10% above the weighted average of the market value of
the ordinary shares for the five business days immediately preceding the date on which an acquisition is made;
(g) the number of shares acquired by subsidiaries of the Company shall not 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.
3. Special resolution number 3: Conversion of ordinary shares from par value to no par value
Resolved that, in terms of Regulation 31 of the Companies Regulations, 2011 (Regulations) issued pursuant to the Act,
the share capital of the Company, comprising 1 000 000 000 (one billion) authorised ordinary shares with a par value of
R0.000001 each (of which 874 509 041 ordinary shares having a par value of R0.000001 have been issued), are, without
altering the substance of the specific rights and privileges associated therewith, converted into 1 000 000 000 (one
billion) authorised ordinary shares having no par value (of which 874 509 041 ordinary shares with no par value have
been issued) and that the Memorandum of Incorporation of the Company (MOI) is amended by the deletion of the
introductory paragraph to paragraph of 5.1 of the MOI and the replacement thereof with the following paragraph:
“The Company is authorised to issue 1 000 000 000 (one billion) ordinary shares of no par value, and of the same class,
each of which ranks pari passu in respect of all rights and shall entitle the holder thereof to the following rights.”
The conversion of the authorised and issued ordinary shares of the Company from par value shares to no par value shares
(conversion) shall be implemented on the basis that each ordinary no par value share shall have the same value, rights and
privileges as the value, rights and privileges which attached to such share immediately prior to the passing of this special
resolution number 3 and that all amounts standing to the credit of the share capital account and the share premium
account of the Company be transferred to the stated capital account of the Company.
The resolution of the Board of Directors of the Company (Board) and its report in terms of Regulation 31(7) is included at
the end of this notice.
Reason for and effect of this resolution
In terms of Regulation 31(2), a pre-existing company may not authorise any new par value shares, or shares having a nominal
par value, on or after the effective date of the Companies Act (being 1 May 2011). In order to increase the authorised share
capital of the Company, the Companies Act therefore requires that the share capital, authorised and issued, of the Company,
be converted from pre-existing par value shares to no par value shares. The proposed change does not and will not result in
any rights of any existing shareholder being affected.
The effect of special resolution number 3 is to convert the ordinary shares in the Company’s authorised and issued share
capital from ordinary par value shares into ordinary shares of no par value.