As Datatec Limited is incorporated in South Africa, the rights of shareholders may be different from the rights of shareholders in a UK incorporated company.
A summary of some of the principal rights attaching to ordinary shares is set out below. This summary is provided for general information purposes only and should not be relied on as legal advice. If you have a specific question or concern, please contact Datatec’s company secretary or your legal adviser.
Subject to any rights or restrictions attaching to any class of share and to the provisions of the Datatec articles of association, on a show of hands each shareholder present in person or by proxy shall have one vote irrespective of the number of shares he holds or represents, provided that a proxy shall have only one vote irrespective of the number of members he represents. On a poll, a member who is present in person or by proxy shall be entitled to that proportion of the total votes which the aggregate amount of the nominal value of the shares held by him bears to the aggregate amount of the nominal value of all the shares issued by Datatec.
Dividends may be declared by Datatec in a general meeting by the directors to be paid to the members and to the holders of share warrants (if any) in proportion to the number of shares held by them in each class. No larger dividend shall be declared by Datatec in a general meeting than is recommended by the directors, but Datatec in a general meeting may declare a smaller dividend. No dividends shall be payable except out of the profits of Datatec and no dividend shall carry interest as against Datatec.
If Datatec is wound up, whether voluntarily or otherwise, the liquidator may, with the sanction of a special resolution, divide among the members any part of Datatec’s assets and may vest any part of Datatec’s assets in trustees upon any trusts for the benefit of the members as the liquidator thinks fit and any such division may be otherwise than in accordance with the legal rights of the members of Datatec, and in particular any class may be given preferential or special rights or may be excluded altogether or in part.
ISSUES OF SHARES
Subject to any relevant provisions of the memorandum of association of Datatec and the South African Companies Act, shares may be issued with such preferred, deferred, or other special rights or such restrictions, whether in regard to dividend, voting, return of capital or otherwise, as Datatec may from time to time determine. With the prior approval of Datatec in general meeting and subject to the South African Companies Act, any unissued shares in the capital of Datatec from time to time may be issued by the directors to such person or persons on such terms and conditions and with such rights or restrictions attached thereto as the directors may determine.
VARIATION OF RIGHTS AND REDEMPTION
Rights attaching to any class of shares may (unless otherwise provided by the terms of issue of the shares of that class) whether or not Datatec is being wound up, be varied in any manner with the consent in writing of the holders of not less than three-fourths of the issued shares of that class, or with the sanction of a resolution passed in the same manner as a special resolution of Datatec at a separate general meeting of the holders of the shares of that class (at which the necessary quorum shall be three members of the class present in person or by proxy and holding at least 25% of the capital paid or credited as paid on the issued shares of that class).
TRANSFER OF SHARES
Subject to the memorandum and articles of association of Datatec, the South African Companies Act, the JSE Listings Requirements, the applicable rules of any computerised or electronic settlement system that Datatec participates in (eg: STRATE in South Africa) and the South African Exchange Control Regulations 1961, the ordinary shares in the capital of Datatec are freely transferable.
GENERAL MEETINGS AND NOTICES
Subject to the provisions of the South African Companies Act relating to meetings of which special notice is required to be given, an annual general meeting and a meeting called for the passing of a special resolution shall be called by at least 21 clear days' notice in writing, and a meeting other than an annual general meeting or a meeting for the passing of a special resolution, shall be called by at least 14 clear days' notice in writing. Business may be transacted at any meeting of members only while a quorum is present. Three members personally present (or if the member is a body corporate the body corporate must be represented) and entitled to vote shall be a quorum for a general meeting and an annual general meeting.
Datatec must not have less than four directors and no more than 15 directors. Datatec may by ordinary resolution in general meeting from time to time increase (or reduce, but not below 4) the number of directors.
The directors shall have power to appoint any person as a director, either to fill a casual vacancy or as an addition to the Board, but so that the total number of the directors shall not at any time exceed the maximum number fixed. Subject to the provisions of the Articles of Association, any person so appointed shall retain office only until the next following annual general meeting of Datatec and shall then retire and be eligible for re-election.
Datatec may by ordinary resolution remove any director before expiration of his period of office and by ordinary resolution elect a replacement director in his place, who shall hold office until the next annual general meeting and shall then retire and be eligible for re-election.
At each annual general meeting of Datatec, one-third (or the nearest whole number not exceeding one-third) of the directors must retire provided that a director (except the managing director) may retain office for no more than three years or until the third annual general meeting following his appointment, whichever is the longer. The first directors to retire at each annual meeting shall be the replacement directors and thereafter those directors who have been longest in office since their last election or appointment. A retiring director is eligible for re-election.
CHANGE OF CONTROL
The Memorandum and Articles do not contain provisions which would have the effect of delaying, deferring or preventing a change in control of Datatec.