GUIDE TO THE MEMORANDUM OF INCORPORATION

pre-existing company means a juristic person that immediately beforethe effective date of the Act (1 May 2011), was registered in terms ofthe previous Companies Act of 1973, or was registered in terms of theClose Corporations Act of 1984 (if it has subsequently been converted),or was in existence and recognised as an existing company in terms of theprevious 1973 Act;securities means any shares, debentures or other instruments irrespectiveof their form or title issued or authorised to be issued by a profit company;shareholder subject to section 57(1) means the holder of a shareissued by a company and who is entered as such in the certificated oruncertificated securities register as the case may be.13. SPECIAL AND ORDINARY RESOLUTIONSOF SHAREHOLDERSOrdinary resolutionSection 65(7): means a resolution adopted with the support of more than50% of the voting rights exercised on the resolution, or a higher percentageas contemplated in the MOI, or one or more higher percentages of votingrights to approve ordinary resolutions concerning one or more particularmatters, respectively, –provided there must at all times be a margin of at least 10 percentagepoints between the highest established requirement for approval of anordinary resolution on any matter, and the lowest established requirementfor approval of a special resolution on any matter –a) at a shareholders meeting or (b) by holders of the company’s securitiesacting other than at a meeting, as contemplated in Section 60.Special resolution means,a) in the case of a company, a resolution adopted with the support of atleast 75% of the voting rights exercised on the resolution or a differentpercentage as contemplated in section 65(10);(i) at a shareholders meeting OR(ii) by holders of the company’s securities acting other than at ameeting, as contemplated in Section 60, ORb) in the case of any other juristic person a decision by the owner orowners of that person or by another authorised person that requires thehighest level of support in order to be adopted in terms of the relevantlaw under which that juristic person was incorporated;A company’s MOI may permit (a) a different percentage of voting rightsto approve a special resolution or (b) one or more different percentagesof voting rights to approve special resolutions concerning one or moreparticular matters respectively –provided there must at all times be a margin of at least 10 percentagepoints between the requirements for approval of an ordinary resolutionand a special resolution on any matter.39