GUIDE TO THE MEMORANDUM OF INCORPORATION

For example, the MOI might set out additional privileges associated with adebt instrument relating to attending and voting at general meetings andthe appointment of directors or allotment of securities, redemption by thecompany or substitution of the debt instrument for shares of the company,provided that the securities to be allotted or substituted in terms of anysuch privilege are authorised by or in terms of the MOI in accordance withSection 36;2.3 Registration of beneficial interestsThe MOI may provide that : –●●The authority of the company’s board of directors to allow the company’sissued securities to be held by, and registered in the name of, one personfor the beneficial interest of another person, as set out in section 56(1) –is either:................. not limited or restricted by this MOI, or................. is limited or restricted by the MOI and if the latter, then to theextent set out in Part E of Schedule 2;Refer to Definitions on page 38 for definition of beneficial interest;ARTICLE 3 – SHAREHOLDERS3.1 Shareholders’ right to informationIn addition to the rights to access information set out in section 26(1), everyperson who has a beneficial interest in any of the Company’s securities has thefurther rights to information, if any, set out in Part A of Schedule 2 of this MOI;Refer to Table C on page 42 Access to Information;3.2 Shareholders’ authority to act(1) If, at any time, there is only one shareholder of the Company, the authorityof that shareholder to act without notice or compliance with any otherformalities, as set out in section 57(2), is not limited or restricted bythis MOI;(2) The default provision would state that if at any time every shareholder ofthe company is also a director as contemplated in Section 57(4) [seeTable G page 45] the authority of the shareholders to act without notice orcompliance with any other internal formalities as set out in that section isnot limited or restricted by the MOI.The MOI could however state that such authority is restricted or limited andset these out in Part A of Schedule 3 – in which case the formal processesrequired or protocol for shareholders would need to be set out clearly.refer to Table G on page 45 (leniency);23