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MultiChoice South Africa Holdings Proprietary Limited
Integrated annual report 2018
119
Notice of annual general meeting
(continued)
7. To endorse the company’s remuneration
policy, as set out in the remuneration
report in the integrated annual report,
by way of a non-binding advisory vote.
8. To endorse the remuneration
implementation report as set out in the
remuneration report in the integrated
annual report, by way of a non-binding
advisory vote.
Special resolutions
Each of the special resolutions below requires
the support of at least 75% of the votes
exercised by shareholders present or
represented by proxy at this meeting to
be adopted.
1. That the company or any of its subsidiaries
be and are hereby authorised to acquire
ordinary shares issued by the company
from any person (including any director or
prescribed officer of the company or any
person related to any director or
prescribed officer of the company), in
terms of and subject to the Act.
The reason for and effect of special
resolution number 1 is to grant the
company or a subsidiary of the company
the authority in terms of the Act to acquire
its own ordinary shares.
2. That the memorandum of incorporation of
the company be amended in accordance
with section 16(5)(b)(iv) of the Act, by
replacing articles 5.1.6 to 5.1.8 with the
following:
“5.1.6 At least one third of the non-
executive directors must retire
annually, or if their number is not
three or a multiple thereof, then
the number nearest to three, but
not less than one-third of the
non-executive directors are to
retire from office annually. Each
executive director shall serve for an
indefinite term, as contemplated in
section 68(1).
5.1.7 The non-executive directors to
retire in terms of article 5.1.6 shall
be those who have held their office
of director for the longest time
since their last election, provided
that:
5.1.7.1 if more than one of the
non-executive directors
was elected on the same
day, those to retire shall
be elected by lot, unless
otherwise agreed
between themselves;
5.1.7.2 if, at the time of
determining which
non-executive directors
are to retire, any
non-executive director
shall have held office for
more than three years,
he/she shall also retire.
5.1.8 A retiring non-executive director
shall be eligible for re-election,
and, if re-elected, shall be deemed
not to have vacated his/her office.”
Shareholder information
(continued)