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Integrated Report 2016
SHAREHOLDER INFORMATION
(continued)
SIX
THREE
ONE
FOUR
TWO
SUMMARY OF APPLICABLE RIGHTS ESTABLISHED IN TERMS OF SECTION 58 OF THE
COMPANIES ACT
For purposes of this summary, the term “shareholder” shall have the meaning ascribed thereto in section 57(1) of the Companies Act.
1.
At any time, a shareholder of a company is entitled to appoint any individual, including an individual who is not a shareholder of that
company, as a proxy to participate in, speak and vote at, a shareholders’ meeting on behalf of the shareholder.
2.
A proxy appointment must be in writing, dated and signed by the relevant shareholder.
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 the proxy’s authority to act on behalf of the 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:
4.1 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; and
4.2 should the instrument used to appoint a proxy be 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 relevant company.
5.
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:
5.1 stated in the revocation instrument, if any; or
5.2 upon which the revocation instrument is delivered to the proxy and the relevant company.
6.
Should the instrument appointing a proxy or proxies have been delivered to the relevant company, as long as that appointment remains
in effect, any notice that is required by the Companies Act or the Company’s Memorandum of Incorporation to be delivered by the
Company to the shareholder must be delivered by such company to the:
6.1 shareholder; or
6.2 proxy or proxies if the shareholder has in writing directed the relevant company to do so and has paid any reasonable fee charged
by the Company for doing so.
7.
A proxy is entitled to exercise, or abstain from exercising, any voting right of the relevant shareholder without direction, except to the
extent that the memorandum of incorporation of the Company or the instrument appointing the proxy provides otherwise.
8.
If a company issues an invitation to shareholders to appoint one or more persons named by such company as a proxy, or supplies a form
of instrument for appointing a proxy:
8.1 such invitation must be sent to every shareholder who is entitled to receive notice of the meeting at which the proxy is intended
to be exercised and must bear a reasonably prominent summary of the rights established by section 58 of the Companies Act;
8.2 the Company must not require that the proxy appointment be made irrevocable; and
8.3 the proxy appointment remains valid only until the end of the relevant meeting at which it was intended to be used, unless
revoked as contemplated in section 58(5) of the Companies Act (see paragraph 5 above).
SHAREHOLDER
INFORMATION