Memorandum of Incorporation ("MOI") – Schedule 2

Every ListCo is required to have a MOI that is in compliance with Schedule 2 of the JSE LR that has been approved by the JSE. SubCos of ListCo are not required to submit their MOI to the JSE for approval, but such MOI must not contain any provisions frustrating the application of the JSE LR on a group-wide basis by ListCo. The MOI requires continual compliance by ListCo with the JSE LR. The MOI provides for alterations to various Companies Act ("Cos Act") requirements as provided for, inter alia, in Section 15 of the Companies Act.

The provisions contained in Schedule 2 are provided as follows:

Description of provision			JSE LR Schedule 2 reference			Cos Act reference			ListCo MOI requirement
General authority to issue unissued securities			1.1			36			Not required but may include general authority as per old Cos Act Section 221
Shares must be issued as fully paid up			1.2(a)			40			Yes – main principle
Shares must be freely transferable unless JSE exempt			1.2(a)			40			Yes – main principle
Authority to transfer must be regulatory compliant			1.2(b)			37/40			Yes – main principle
Ratification of ultra vires acts			1.3			20			Yes – this may be difficult practically in terms of Cos Act
Rules overriding the MOI			1.4			15			No – practically, other governance rules can be included in charters
Securities rank pari passu			1.5(a)			37			Yes – main principle
One vote per ordinary share			1.5(b)			37			Yes – note that where existing structure includes N shares/similar – requires JSE ruling to perpetuate
Preference shares (“Pref shares”) – variable votes for Black Economic Empowerment (“BEE”), variation of rights, no rights to vary with external facts, voting power for non‑paid dividends/capital, pari passu rule			1.6(a) – (e)			36/37			Yes – if applicable
Corporate Actions (“CAs”) must comply with the JSE LR			1.7 – 1.9			varies			Yes – main principle
Debt instruments may not vote			1. 10			43			Yes – main principle
General Meeting (“GM”)/ Annual General Meeting (“AGM”) quorum = 3 sh/h and 25% of entitled sh/h			1.11			64			Yes – main principle
Main Board = written resolutions allowed for change of name, odd lot offers, increase authorised share capital, amendments to MOI ALTx = round robin resolutions allowed for all CAs			1.12			60			Alterable provision
Lien on securities prohibited			1.13			various			Yes – main principle
No “forfeiture” transmission clause allowed in relation to insolvent/deceased estates			1.14			various			Yes – main principle
Commission max of 10% for subscriptions			1.15			various			Yes – main principle
A person named in the MOI may nominate directors – but cannot appoint or remove – all appointments require AGM approval			1.16(a)			66			Yes – main principle
Minimum number of directors is three (Cos Act) Less than the minimum required number of directors ultimately results in the remaining directors acting solely to appoint the minimum required number (excluding calling GM/ AGM).			1.16(b)			66			Yes – but in reality = 6 (Chair, CEO, CFO, and 3 iNEDs)
Directors may be employed and paid necessary costs			1.16(c) and (d)			66			Yes – main principle
Chairman to be elected by directors and period determined			1.16(e)			73			Yes – main principle
Director round robin resolutions acceptable			1.16(e)			74			Yes – main principle
Life/indefinite directorships prohibited			1.16(f)			68			Yes – main principle
Dividend declaration power may be directors only			1.17(a)						Yes – main principle
Record date required to be approved by directors			1.17(b)			59			Yes – main principle
Money due to sh/h subject to law of prescription			1.17(c)			various			Yes – capital and dividends
Members’ addresses may be anywhere			1.18			50 – 52			Yes – main principle
External company – detailed provisions			1.19			23			Yes – main principle
Secondary listings – detailed provisions			1.20			various			Yes – main principle