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268

BLUE LABEL INTEGRATED ANNUAL REPORT 2014

NOTES TO THE FORM OF PROXY

CONTINUED

Summary of the rights established in terms of section 58 of the Act:

For purposes of this summary, “shareholder” shall have the meaning ascribed thereto in the Act.

1.

At any time, a shareholder of a company is entitled to appoint an individual, including an individual who is

not a shareholder of that company, as a proxy, to:

1.1 participate in, and speak and vote at, a shareholders’ meeting on behalf of the shareholder; or

1.2 give or withhold written consent on behalf of such shareholder in relation to a decision contemplated in

section 60 of the Act.

2.

A proxy appointment must be in writing, dated and signed by the relevant shareholder, and such proxy

appointment remains valid for one year after the date upon which the proxy was signed, or any longer

or shorter period expressly set out in the appointment, unless it is revoked in a manner contemplated in

section 58(4)(c) of the Act or expires earlier as contemplated in section 58(8)(d) of the Act.

3.

Except to the extent that the memorandum of incorporation of a company provides otherwise:

3.1 a shareholder of the relevant company 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 such

shareholder;

3.2 a proxy may delegate his authority to act on behalf of a shareholder to another person, subject to any

restriction set out in the instrument appointing the proxy; and

3.3 a copy of the instrument appointing a proxy must be delivered to the relevant company, or to any other

person on behalf of the relevant company, before the proxy exercises any rights of the shareholder at a

shareholders’ meeting.

4.

Irrespective of the form of instrument used to appoint a proxy, the appointment of the proxy is suspended at

any time and to the extent that the shareholder who appointed that proxy chooses to act directly and in

person in the exercise of any rights as a shareholder of the relevant company.

5.

Unless the proxy appointment expressly states otherwise, the appointment of a proxy is revocable. If the

appointment of a proxy 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.

6.

The revocation of a proxy appointment constitutes a complete and final cancellation of the proxy’s authority

to act on behalf of the relevant shareholder as of the later of the date: (a) stated in the revocation instrument,

if any; or (b) upon which the revocation instrument is delivered to the proxy and the relevant company as

required in section 58(4)(c)(ii) of the Act.