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Phuthuma Nathi Investments (RF) Limited
Integrated annual report 2018
129
Notice of annual general meeting
continued
Shareholder information
(continued)
2.2.14
If any Ordinary Share is held in
uncertificated form, it shall only be
deposited by the relevant Ordinary
Shareholder with a CSDP approved
of by MIHH in its sole and absolute
discretion, provided that such
Ordinary Shareholder’s mandate
agreement with such CSDP must
recognise the restrictions imposed
upon the transfer of such Ordinary
Share as contained in the
Shareholders’ Agreement and this
MOI, and such Ordinary Shareholder
shall not give any instructions to
such CSDP which would constitute
or result in a contravention of this
MOI and the Shareholders’
Agreement.
2.2.15
Subject to the provisions of articles
2.2.13 – 2.2.14, the transfer of any
uncertificated securities in the
uncertificated securities register of
the Company may only be effected
by –
2.2.15.1 a Central Securities Depository or a
CSDP;
2.2.15.2 on receipt of –
2.2.15.2.1 an instruction to transfer sent and
properly authenticated in terms of
the rules of the relevant Central
Securities Depository; or
2.2.15.2.2 an appropriate order of court; and
2.2.15.3 in accordance with section 53(1) and
the rules of the relevant Central
Securities Depository,
on the basis that sections 53(4) and
55 will apply to any such transfer of
uncertificated securities.”
The reason for and effect of special resolution
number 5 is to provide for the dematerialisation
of the company’s shares and matters incidental
thereto.
6. That the memorandum of incorporation of
the company be amended in accordance
with section 16(5)(b)(iv) of the Act, by
deleting article 3.8.1.2 in its entirety and
replacing it with the following:
“3.8.1.2 are, or any resolutions are proposed
or taken for it to be, wound-up,
liquidated, placed under business
rescue, sequestrated or deregistered
and/or having its name removed
from the companies register
maintained by the Commission
(including in the manner and for the
reasons contemplated in sections
82(3) and 82(5)), as the case may be,
whether provisionally or finally; or”.