Notice is hereby given to the members of the Company ("members") that the Annual General Meeting of the members ("Annual General Meeting" or "AGM") will be held on Monday 28th November 2022 at 14h00 for 14h15 (Registration between 14:00 – 14:15) online, to conduct the general business of the AGM and to consider and, if deemed fit, pass with or without modification, the ordinary and special resolutions below as required by the Companies Act, No 71 of 2008 ("the Act") and the Memorandum of Incorporation of the Company (MOI).
AGM venue location: Online on Zoom
B. Record Date
In terms of sections 16, 17, and 25 of the MoI, the board of directors of the Company ("the board" or "directors") has set the record date for determining which members are entitled to:
1. Receive notice of this Annual General Meeting (being the date on which members must be recorded as such in the register of members to receive notice of this Annual General Meeting) as of Tuesday 8th November 2022; and
2. Participate in and vote at the Annual General Meeting (the date on which a member must be recorded as a fully paid-up member in the register of members to be entitled to attend and vote at the Annual General Meeting) as of Monday 28 November 2022.
C. Proxy Submissions
- Members who are unable to attend the AGM in person but are eligible to vote, and who wish to vote by proxy, may give their proxy to the AGM Chairman, Director, or any other member of the Company.
- A member's proxy may not delegate the proxy's powers to another person as envisaged in sections 17, 18, and 20 of the MOI.
- For ease of administrative processes, it would be appreciated if proxies could be received before the commencement of the meeting. Please send to the SABIA Secretary-General: Email address: firstname.lastname@example.org
1.Eligibility of members to vote and voting rights
All members are entitled to attend the AGM, and are qualified to vote, with the vote being calculated in respect to the category of their membership, namely:
- Corporate Sponsor Members - 1 vote each
- Corporate Members - 1 vote each
- Ordinary Members - 1 vote each
- Honorary members - 1 vote each
The Annual General Meeting shall be validly constituted if in aggregate, at least 30% (thirty percent) of all the voting rights that are entitled to be exercised at the time of the Annual General Meeting are present in person or by proxy in terms of Article no. 20 of the MOI. If the quorum is not reached upon the commencement of the meeting, it shall be reconvened in terms of Article no. 18.1 of the MOI.
In terms of Section 17 of the MOI for an ordinary resolution to be adopted at any members' meeting, the ordinary resolution must be supported by at least 51% (fifty-one percent) of the voting rights present at the meeting.
In terms of Section 17 of the MOI for a special resolution to be adopted at any members' meeting, the special resolution must be supported by at least 75% (seventy-five percent) of the voting rights present at the meeting.
The voting procedure to be followed will be tabled under Part 2 on the agenda of the AGM.