Certain extracts from schedule 10 regarding meetings.

Extract from Schedule 10 of the Listings Requirements of the Johannesburg Stock Exchange

It is an integral function of the JSE to provide facilities for the listing of securities (including securities issued by companies, domestic or foreign), to provide the JSE’s users with an orderly market place for trading in such securities and to regulate the market accordingly.

The Listings Requirements set out in this document apply to companies seeking a listing for the first time, presently listed companies, all other securities that applicants may wish to list and those presently listed and, where applicable, to directors (as defined in each relevant section) of applicant issuers and to sponsors.

The Listings Requirements contain the rules and procedures governing new applications, all corporate actions and continuing obligations applicable to issuers and issuers of specialist securities. They are furthermore aimed at ensuring that the business of the JSE is carried on with due regard to the public interest.

Schedule 10 Requirements for the Memorandum of Incorporation (MOI)

No application for listing will be considered until the MOI of the applicant issuer has been approved by the JSE.

All amendments to the MOI of the applicant issuer must be submitted to the JSE for approval before such amendments are submitted to shareholders for approval.

The MOI must be in English and must comply with the requirements in this Schedule 10 in respect of the applicant issuer.

The requirements set out in this Schedule 10 are not exhaustive. The JSE will not allow the MOI to contain any provisions that are unlawful, will in any way restrict free dealings in securities (unless otherwise required by statute) or may, in the JSE’s opinion, be unreasonable.

There must be no provision in the applicant issuer’s and/or its subsidiary company/ies’ MOI that is in conflict with any provision in the Listings Requirements or that prevents the enforcement of any provision in the Listings Requirements.

In the event that is the MOI contains such a provision, the applicant issuer must amend the MOI of the applicant issuer and/or its subsidiary company/ies accordingly.

This does not prevent the JSE from taking action against the relevant parties in terms of Section 1 of the Listings Requirements.

Resolutions and Meetings

(a) The notice periods referred to in this paragraph and paragraph
(b) below are not applicable where the company adheres to Section 62(2A) of the Act. The passing of a special resolution is to be subject to the approval of at least 75% of the votes cast by all equity securities holders present in person, or represented by proxy, at the general meeting/annual general meeting convened to approve such resolution and must be subject to a minimum notice period of 15 business days.

(b) An ordinary resolution is to be subject to a minimum notice period of 15 business days.

(c) Subject to paragraph (h) below, all shareholder meetings convened in terms of the Listings Requirements must be held “in person” and may not be held by means of a written resolution as is contemplated in Section 60 of the Act.

(d) There must be no prohibition or restriction on the applicant issuer from calling any meeting for the purposes of adhering to the Listings Requirements.

(e) Notices of general/annual general meetings are to be delivered to each shareholder entitled to vote at such meeting and who has elected to receive such documents.

(f) Provision must be made for delivering notices of meetings to the JSE at the same time as notices are sent to shareholders. A provision must be included in the MOI that such notice must also be announced through Stock Exchange News Service (SENS).

(g) The quorum at a general meeting must be at least three shareholders entitled to attend and vote thereat. In addition, the quorum requirements provided for in Section 64(1) of the Act may not be lower than 25% in respect of the meeting. Once a quorum has been established, all the shareholders of the quorum must be present at the meeting to hear any matter that must be considered at the meeting.

(h) Written resolutions:
• Main Board: Subject to the provisions of the MOI of the applicant issuer and the Act, the following resolutions may be proposed as written resolutions in accordance with Section 60 of the Act:

- change of name;
- odd lot offers;
- increase in authorised share capital; and
- approval of amendments to the MOI.

• AltX: Subject to the provisions of the MOI of the applicant issuer and the Act, all resolutions pursuant to the Listings Requirements may be proposed as written resolutions in accordance with Section 60 of the Act.

Annual Financial Statements

A copy of the annual financial statements must be distributed to shareholders at least 15 business days before the date of the annual general meeting at which they will be considered.

Additional Provisions Applying Only to External Companies

(a) Provision must be made for depositing proxy forms at the branch office in the Republic of South Africa.

(b) Where a non-electronic notice of general/annual general meeting, or annual financial statements, is to be distributed from the registered office of the company, at least 20 business days’ notice of such meeting must be given to all shareholders entitled to thereto. Where such notice, or annual financial statements, is distributed electronically, by airmail or otherwise from a branch office in the Republic of South Africa, at least 15 business days’ notice must of such meeting must be given to all shareholders entitled thereto.

(c) Neither the directors nor the company are to be given power over the issue of securities to create any differences in rights between the holders of the same class of share in respect of the amount of calls to be paid and the time of payment of such calls, or in any other respect whatsoever.

(d) Any amount paid up in advance of calls on any share shall carry interest only and shall not entitle the holder of the share to participate, in respect thereof, in a dividend subsequently declared.

(e) Provision must be made for the payment of calls at the branch office in the Republic of South Africa.

(f) The directors may retain any dividend or bonus upon which the company has a lien and may deduct from dividends or bonuses all claims or sums of money that may be due on account of calls.

(g) A provision that compels members to register an address in the foreign country of the external company is prohibited.