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Phuthuma Nathi Investments (RF) Limited
Integrated annual report 2018
Notice of annual general meeting
Shareholder information
(continued)
The reason for and effect of special resolution
number 6 is to include deregistration and/or the
removal of the company’s name from the
companies register maintained by the
Commission as default events for purposes of
the call option provisions in article 2.8 of the
memorandum of incorporation of the company.
7. That in accordance with section 16(5)(b)(iv)
of the Act, article 6.8 of the Company’s MOI
be deleted in its entirety and be substituted
with the following new article 6.8:
“6.8
Listing
6.8.1
The Company may not list any of
the Ordinary Shares on any stock
exchange, including, but not limited
to, the JSE at any time during the
Company Empowerment
Compliance Period unless MIHH
consents thereto in writing (in its sole
and absolute discretion). Any such
listing effected without the consent
of MIHH shall constitute a Company
Default Event as contemplated under
article 2.8.
6.8.2
Should the Company at any time
determine that its Ordinary Shares
shall be listed on a stock exchange
as contemplated in article 6.8.1,
then, for purposes of facilitating
such listing and to enable the
Ordinary Shares to be traded on
such stock exchange:
6.8.2.1 the Company shall, notwithstanding
article 2.2.7 but subject to article 6.4,
be entitled to implement the Bulk
Dematerialisation (at its cost) in
accordance with this article 6.8;
6.8.2.2 the certificated Ordinary Shares
held by the Ordinary Shareholders shall
be converted into uncertificated
Ordinary Shares prior to the listing, and
shall be transferred into the name of a
Nominee appointed by the Company
to act as the registered holder holding
such uncertificated Ordinary Shares for
and on behalf of each Ordinary
Shareholder who will continue to be the
beneficial owner thereof. Each Ordinary
Shareholder shall be bound by the
Strate Rules and Directives in respect
of his/her/its Ordinary Shares;
6.8.2.3 any Ordinary Shareholder who does
not want his/her/its certificated
Ordinary Shares to be dematerialised
pursuant to the Bulk Dematerialisation
may at any time but no later than
5 Business Days prior to the date of
the listing on the stock exchange
advise the Company in writing that
he/she/it elects to hold his/her/its
Ordinary Shares in certificated form, in
which event such Ordinary Shares will
not be subject to the Bulk
Dematerialisation and will continue to
be held in certificated form subject to
the remaining provisions of this MOI;