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The following provisions shall apply in relation to

proxies:

1. A shareholder of the company may appoint

any individual (including one who is not a

shareholder of the company) as a proxy to

participate in, speak and vote at the annual

general meeting (AGM) of the company.

A shareholder may therefore insert the name

of a proxy or the names of two alternative

proxies of the shareholder’s choice in the

space provided, with or without deleting ‘the

chair of the company, or failing him/her, the

chair of the AGM’.The person whose name

is first on the form of proxy and who is

present at the AGM will be entitled to act

as proxy to the exclusion of those whose

names follow.

2. A shareholder may appoint two or more

persons concurrently as proxies and may

appoint more than one proxy to exercise

voting rights attached to different securities

held by the shareholder.

3. A proxy instrument must be in writing,

dated and signed by the shareholder.

4. A proxy may delegate his/her authority to

act on behalf of the shareholder to another

person subject to any restrictions set out

in the instrument appointing the proxy.

5. A copy of the instrument appointing a proxy

must be delivered to the company, or to any

other person on behalf of the company,

before the proxy exercises any rights of

the shareholder at the AGM.

6. Irrespective of the form of instrument used

to appoint the proxy: (i) the appointment is

suspended at any time and to the extent that

the shareholder chooses to act directly and

in person in exercising any rights as a

shareholder; (ii) the appointment is revocable

unless the proxy appointment expressly

states otherwise; and (iii) if the appointment

is revocable, a shareholder may revoke the

proxy appointment by cancelling it in writing

or making a later inconsistent appointment

of a proxy and delivering a copy of the

revocation instrument to the proxy and the

company.

7. The proxy is entitled to exercise, or abstain

from exercising, any voting right of the

shareholder without direction except as

otherwise provided by the memorandum

of incorporation of the company, or the

instrument appointing the proxy.

8. A shareholder’s instructions to the proxy

must be indicated by inserting an X in the

appropriate box. Failure to comply with this

will be deemed to authorise the chair of the

annual general meeting, if he/she is the

authorised proxy, to vote in favour of the

resolutions at the AGM, or any other proxy

to vote or abstain from voting at the AGM

as he/she deems fit, in respect of the

shareholder’s total holding.

9. Every shareholder present in person or by

proxy and entitled to vote, will on a show

of hands have only one vote and, on a poll,

every shareholder will have one vote for

every ordinary share held.

10. Documentary evidence establishing the

authority of the person signing this form of

proxy in a representative capacity must be

attached to this form unless previously

recorded by the company or waived by the

chair of the AGM.

11. A shareholder may appoint a proxy at any

time. For practical purposes, forms of proxy

must be lodged with the transfer secretaries,

Equity Express, a division of Singular

Systems Proprietary Limited, 71 Corlett

Drive, Birnam 2196 or PO Box 1266, Bramley

2018, to reach them not less than forty-eight

(48) hours (not including Saturdays, Sundays

and public holidays) before the AGM to allow

for processing of such proxies. All other

proxies must be handed in at the registration

desks at MultiChoice City on 30 August 2017

prior to the commencement of the meeting.

NOTES TOTHE FORM OF PROXY

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MultiChoice South Africa Holdings Proprietary Limited

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Integrated annual report 2017

SHAREHOLDER INFORMATION

(CONTINUED)