GUIDE TO THE MEMORANDUM OF INCORPORATION

2.4 COMPANY TO MAKE APPLICATION TOTRIBUNAL FOR DIRECTIONS DURING TWO YEAR“GRACE” PERIODSchedule 5, Item 2(5) inserted by the Amendment Act provides that:If as a consequence of the coming into effect of the Act and the repeal ofthe previous Act, a conflict, dispute or doubt arises within two years after theeffective date concerning the particular manner or form in which, or time bywhich a pre-existing company is required to: –a) Prepare it annual financial statements, convene an annual generalmeeting, provide to its shareholders copies of its annual financialstatements, any notice or any other document, orb) File an particular document with the Commissionc) Take any other particular action required in terms of this Act or thecompany’s MOIThe company may apply to the Tribunal for directions and a member of theTribunal may make an administrative order that is appropriate and reasonablein the circumstances.2.5 PAR VALUE SHARES, CAPITAL ACCOUNTS ANDSHARE CERTIFICATES[Schedule 5, Item 6 and Item 2(4) of the Amendment Act]●●Section 35(2): specifies that no shares shall have a nominal or par value,except for banks, as defined in the Banks Act, which entails that a preexistingcompany needs to convert its existing par value shares to shareswith no par value within the two year grace period;Schedule 5, Item 6(2): Despite Section 35(2) any shares of a pre-existingcompany that have been issued with a nominal or par value, and are heldby a shareholder immediately before the effective date, continue to havethe nominal or par value assigned to them when issued, subject to theregulations made in terms of sub-item (3);Item 6(3) as amended by the Amendment Act: The Minister, inconsultation with the member of Cabinet responsible for nationalfinancial matters, must make regulations to take effect as of the generaleffective date, providing for the optional conversion and transitionalstatus of any nominal or par value shares, and capital accounts of a preexistingcompany, but any such regulations must preserve the rights ofshareholders associated with such shares, as at the effective date, to theextent doing so is compatible with the purposes of this item;Regulation 31: Conversion of nominal or par value shares, and relatedmattersRegulation 31 does not apply to a bank, as defined in the Banks Act,1993;Regulation 31(2):A pre-existing company may not authorise any par value shares or shareshaving a nominal value on or after the effective date;6