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Companies Act, 2008 (Act No. 71 of 2008)

Chapter 2 : Formation, Administration and Dissolution of Companies

Part F : Governance of companies

62. Notice of meetings

 

(1) The company must deliver a notice of each shareholders meeting in the prescribed manner and form to all of the shareholders of the company as of the record date for the meeting, at least—
(a) 15 business days before the meeting is to begin, in the case of a public company or a non-profit company that has voting members; or
(b) 10 business days before the meeting is to begin, in any other case.

 

(2) A company’s Memorandum of Incorporation may provide for longer or shorter minimum notice periods than required by subsection (1).

 

(2A) A company may call a meeting with less notice than required by subsection (1) or by its Memorandum of Incorporation, but such a meeting may proceed only if every person who is entitled to exercise voting rights in respect of any item on the meeting agenda-
(a) is present at the meeting; and
(b) votes to waive the required minimum notice of the meeting.

 

(3) A notice of a shareholders meeting must be in writing, and must include—
(a) the date, time and place for the meeting, and the record date for the meeting;
(b) the general purpose of the meeting, and any specific purpose contemplated in section 61(3)(a), if applicable;
(c) a copy of any proposed resolution of which the company has received notice, and which is to be considered at the meeting, and a notice of the percentage of voting rights that will be required for that resolution to be adopted;
(d) in the case of an annual general meeting of a company—
(i) the financial statements to be presented or a summarized form thereof; and
(ii) directions for obtaining a copy of the complete annual financial statements for the preceding financial year; and
(e) a reasonably prominent statement that—
(i) a shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend, participate in and vote at the meeting in the place of the shareholder, or two or more proxies if the Memorandum of Incorporation of the company so permits;
(ii) a proxy need not also be a shareholder of the company; and
(iii) section 63(1) requires that meeting participants provide satisfactory identification.

 

(4) If there was a material defect in the giving of the notice of a shareholders meeting, the meeting may proceed, subject to subsection (5), only if every person who is entitled to exercise voting rights in respect of any item on the meeting agenda is present at the meeting and votes to approve the ratification of the defective notice.

 

(5) If a material defect in the form or manner of giving notice of a meeting relates only to one or more particular matters on the agenda for the meeting—
(a) any such matter may be severed from the agenda, and the notice remains valid with respect to any remaining matters on the agenda; and
(b) the meeting may proceed to consider a severed matter, if the defective notice in respect of that matter has been ratified in terms of subsection (4)(d).

 

(6) An immaterial defect in the form or manner of giving notice of a shareholders meeting, or an accidental or inadvertent failure in the delivery of the notice to any particular shareholder to whom it was addressed, does not invalidate any action taken at the meeting.

 

(7) A shareholder who is present at a meeting either in person or by proxy—
(a) is regarded as having received or waived notice of the meeting, if at least the required minimum notice was given; and
(b) has a right to—
(i) allege a material defect in the form of notice for a particular item on the agenda for the meeting; and
(ii) participate in the determination whether to waive the requirements for notice if less than the required minimum notice was given, or to ratify a defective notice; and
(c) except to the extent set out in paragraph (b), is regarded as having waived any right based on an actual or alleged defect in the notice of the meeting.