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BLUE LABEL
INTEGRATED ANNUAL REPORT 2017
4. Special resolution number 4: Increase in authorised share capital
Resolved that, subject to the adoption of special resolution number 3 and the filing of special resolution number 3 with
the Companies and Intellectual Property Commission, the authorised ordinary no par value shares of the Company be
increased by the creation of a further 1 000 000 000 (one billion) ordinary no par value shares, ranking pari passu in all
respects with the existing no par value shares in the authorised ordinary share capital of the Company so as to result in a
total of 2 000 000 000 (two billion) ordinary no par value shares in the authorised ordinary share capital of the Company
and that the MOI be amended by the deletion in its entirety of the introductory paragraph to paragraph of 5.1 of the
MOI (as amended in terms of special resolution number 3) that forms part of the MOI, and the substitution thereof with
the following paragraph:
“The Company is authorised to issue 2 000 000 000 (two 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.”
Reason for and effect of this resolution
The reason for special resolution number 4 is to increase the authorised share capital of the Company, allowing for the
allotment and issue of shares in the Company for possible acquisitions or capital raisings as permitted by the MOI, but subject
to the necessary consents and approvals remaining in place and/or to the extent granted in future by shareholders, the JSE or
any other regulatory authorities.
The effect of special resolution number 4 is that the Company’s authorised share capital be increased to 2 000 000 000
(two billion) ordinary shares of no par value. The increased share capital will be subject to such consents and approvals as
may be required in terms of the MOI or any of the Listings Requirements of the JSE (Listings Requirements) applicable to
the Company.
5. Special resolution number 5: Issues of securities
Resolved that paragraph 5.6 of the MOI be deleted and replaced with the following new paragraph 5.6 and 5.6A:
“5.6 The Board may only authorise the issue of any securities to any person/s
5.6.1 in accordance with the Act and, in particular, with the approval by way of a special resolution of the shareholders
of the Company, if required by section 41;
5.6.2 in accordance with the Listings Requirements;
5.6.3 in accordance with this Memorandum of Incorporation and, in particular, any rights specifically conferred on any
class of issued securities;
5.6.4 if such securities, being shares, have first been offered to all existing holders of shares of that class of shares (or, if
there are no shares of that class in issue, to the ordinary shareholders) in the same proportions as their existing
holdings of those shares (or, if there are no shares of that class in issue, of ordinary shares) at a subscription price
which (ignoring any commission payable or any discount not exceeding 10% which may be granted instead of
such commission) is not higher than the subscription price at which they will be issued to that person/s; provided
that the pre-emptive right stipulated in this 5.6.4 shall not apply to any issue of ordinary shares in consideration of
the acquisition by the Company of any assets, including any securities in another company or has otherwise been
approved in terms of 5.6A. Save as provided for in this 5.6.4 or specifically included as one of the preferences,
rights, limitations or other terms upon which any class of shares is issued, no shareholder shall have any pre-
emptive or other similar preferential right to be offered or to subscribe for any additional securities issued by the
Company.
5.6A The shareholders may in general meeting authorise the Board to issue Company securities at any time and/or grant
options to subscribe for Company securities as the Directors in their discretion deem fit; provided that such
transaction/s has/have been approved by the JSE and comply/ies with the JSE Listings Requirements.”
Reason for and effect of this resolution
The reason for and effect of special resolution number 5 is, in line with best practice, to align the MOI with the JSE Listings
Requirements and to ensure that the Company has flexibility in managing capital resources by allowing the directors to
undertake pro rata issues of shares.
Notice
of annual general meeting
continued