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Phuthuma Nathi Investments (RF) Limited
Integrated annual report 2018
Shareholder information
(continued)
Notice of annual general meeting
(continued)
“1.4.17A
“Bulk Dematerialisation”
the
process by which all of the
certificated Ordinary Shares held
by Ordinary Shareholders are
converted, on the date of any listing
of the Company’s Ordinary Shares
on a stock exchange as
contemplated in article 6.8, to
uncertificated Ordinary Shares and
such uncertificated Ordinary Shares
are transferred into the name of a
central securities depositary (or its
nominee) (
“Nominee”
) appointed
by the Company for such purposes,
so as to be held by such Nominee
as registered shareholder for and on
behalf of the Ordinary
Shareholders.”
The reason for and effect of special resolution
number 1 is to provide for the bulk
dematerialisation of the company’s shares and
matters incidental thereto.
2. That the memorandum of incorporation of
the company be amended in accordance
with section 16(5)(b)(iii) of the Act, by
replacing article 1.4.19 in the memorandum
of incorporation with the following:
“1.4.19 “
Central Securities Depository
” a
person who is licensed as a central
securities depository under the Financial
Markets Act 19 of 2012, as amended or
substituted from time to time.”
3. That the memorandum of incorporation of
the company be amended in accordance
with section 16(5)(b)(iii) of the Act, by
replacing article 1.4.24 in the memorandum
of incorporation with the following:
“1.4.24
“CSDP”
a person authorised by a
Central Securities Depository to perform
custody and administration services or
settlement services or both, in terms of the
depository rules, and includes an external
participant, where appropriate.”
4. That the memorandum of incorporation of
the company be amended in accordance
with section 16(5)(b)(iii) of the Act, by
deleting article 1.4.50 in the memorandum
of incorporation in its entirety and replacing
it with the following:
“1.4.50
[text deleted]
”.
The reason for and effect of special resolution
numbers 2 – 4 is to take account of changes in
South African legislation and provide for matters
incidental thereto.
5. That the memorandum of incorporation of
the company be amended in accordance
with section 16(5)(b)(iv) of the Act, by
deleting articles 2.2.1 – 2.2.8 in their entirety
and replacing them with the following: