LENMED AIR 2019.pdf

Rights in terms of Section 58 of the Companies Act, 2008 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 (“MOI”) 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 (a); and 3.2 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 (b). Notes (a) In respect of item 3.1, in terms of the Company’s MOI (clause 3.10.1), a shareholder of the Company may not appoint two or more persons concurrently as proxies. (b) In respect of item 3.2, in terms of the Company’s MOI (clause 3.10.3) a copy of the instrument appointing a proxy must be delivered to the registered office of the Company, marked for the attention of the Company Secretary (or to be delivered to such other location and/ or person on behalf of the Company as may be specified in the notice convening the meeting), to be received by the Company not less than 48 hours before the appointed time for the beginning of the meeting or, if the meeting is adjourned the appointed time for the resumption of the adjourned 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 shareholdermay 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 as required in Section 58(4)(c)(ii) of the Companies Act. 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 relevant company’s memorandum of incorporation to be delivered by such company to the shareholder must be delivered by such company to: 6.1 the shareholder, or 6.2 the 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 relevant company or the instrument appointing the proxy provide otherwise. 8. If a company issues an invitation to shareholders to appoint a person 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; 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. The practical applications of the aforementioned rights are also reflected in the notes to the proxy form attached hereto. Notice of annual general meeting continued 128 SUPPLEMENTARY INFORMATION