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

Regulations

Purchase

1.1 Incorporation

(1) The Company is incorporated as a private company, as defined in the Companies Act, 2008.

(2) The Company is incorporated in accordance with, and governed by—

(a) the provisions of the Companies Act, 2008 without any limitation, extension, variation or substitution; and

(b) the provisions of this Memorandum of Incorporation.

1.2 Powers of the Company

(1) The Company is not subject to any provision contemplated in section 15 (2)(b) or (c).

(2) The purposes and powers of the Company are not subject to any restriction, limitation or qualification, as contemplated in section 19 (1)(b)(ii).

1.3 Memorandum of Incorporation and Company rules

(1)	This Memorandum of Incorporation of the Company may be altered or amended only in the manner set out in section 16, 17 or 152 (6)(b).

(2)	The authority of the Company's Board of Directors to make rules for the Company, as contemplated in section 15 (3) to (5), is not limited or restricted in any manner by this Memorandum of Incorporation.

(3)	The Board must publish any rules made in terms of section 15 (3) to (5) by delivering a copy of those rules to each shareholder by ordinary mail.

(4)	The Company must publish a notice of any alteration of the Memorandum of Incorporation or the Rules, made in terms of section 17 (1), by delivering a copy of those rules to each shareholder by ordinary mail.

1.4	Optional provisions of Companies Act, 2008 do not apply

(1)	The Company does not elect, in terms of section 34 (2), to comply voluntarily with the provisions of Chapter 3 or the Companies Act, 2008.

(2)	The Company does not elect, in terms of section 118 (1)(c)(ii), to submit voluntarily to the provisions of Parts B and C of Chapter 5 of the Companies Act, 2008, and to the Takeover Regulations provided for in that Act