Blue Label Telecoms Integrated Annual Report 2019

126 Blue Label integrated annual report 2019 Notice of Annual General Meeting continued arrangements. However, the Board will take cognisance of the outcome of the vote when considering the Company’s remuneration and reward policy and the remuneration of Executive Directors. In the event that this non-binding advisory endorsement approving the Company’s remuneration implementation report is voted against by shareholders exercising 25% (twenty-five percent) or more of the voting rights exercised, the Company undertakes to engage with its shareholders in order to ascertain the reasons for objection, and to address appropriately legitimate and reasonable objections and concerns. Ordinary resolution number 10: Directors’ authority to implement ordinary and special resolutions The reason for ordinary resolution number 10 is to authorise any Director of the Company to do all things necessary to implement the ordinary and special resolutions passed at the AGM and to sign all such documentation required to give effect and to record the ordinary and special resolutions. Special resolution number 1: Non-Executive Directors’ remuneration Special resolution number 1 is proposed to enable the Company to comply with the provisions of sections 65(11)(h), 66(8) and 66(9) of the Act, which stipulate that remuneration to directors for their services as directors may be paid only in accordance with a special resolution approved by shareholders. Special resolution number 2: General authority to repurchase shares Special resolution number 2 seeks to allow the Group, by way of a general authority, to acquire its own issued shares (reducing the total number of ordinary shares of the Company in issue in the case of an acquisition by the Company of its own shares). This resolution is required in order to allow the Company to take advantage of any opportunity that presents itself to enhance shareholder value by repurchasing shares where the Company’s share price is at a level which results in a share repurchase being to the benefit of shareholders. Any decision by the Directors to use the general authority to acquire shares of the Company will be taken with regard to the prevailing market conditions, share price, cash needs of the Group, together with various other factors, and in compliance with the Act, Listings Requirements and the MoI. Electronic participation at the AGM (a) Shareholders wishing to participate electronically in the AGM are required to: (i) deliver written notice to the Company at 75 Grayston Drive, corner Benmore Road, Morningside Extension 5, 2196 (marked for the attention of the Group Company Secretary) that they wish to participate via electronic communication at the AGM; or (ii) register on the Company’s website at www.bluelabeltelecoms.co.za , where a link to the registration page will be placed, by no later than 10:00 on Tuesday, 26 November 2019 (electronic notice). (b) In order for the electronic notice to be valid it must contain: (i) where the Blue Label shareholder is an individual, a certified copy of his/her identity document and/or driver’s licence and/or passport; (ii) where the Blue Label shareholder is not an individual, a certified copy of a resolution or letter of representation by the relevant entity and a certified copy of the identity documents and/or passports of the persons who passed the relevant resolution or signed the relevant letter of representation. The letter of representation or resolution must set out from whom the relevant entity is authorised to represent the entity at the AGM via electronic communication; (iii) a valid e-mail address and/or facsimile number (contact address/number); and (iv) by no later than 24 (twenty-four) hours before the AGM the Company shall use its reasonable endeavours to notify a shareholder at its contact address/number of the relevant details through which the shareholder can participate via electronic communication. (c) Should a shareholder wish to participate in the AGM by way of electronic communication as aforesaid, the shareholder, or his/her/its proxy(ies), will be required to dial-in on the date and commencement time of the AGM. The dial-in facility will be linked to the venue at which the AGM will take place. The dial-in facility will enable all persons to participate electronically in the AGM, save for voting, which should be done through normal voting procedures stipulated by your CSDP in this manner (and as contemplated in section 63(2) of the Act) and to communicate concurrently with each other without an intermediary, and to participate reasonably effectively in the AGM. The costs borne by the shareholder or his/her/its proxy(ies) in relation to the dial-in facility will be for his/her/ its own account.