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234

BLUE LABEL INTEGRATED ANNUAL REPORT 2015

NOTICE OF ANNUAL GENERAL MEETING

CONTINUED

Special resolution number 2: General authority to repurchase shares

Special resolution number 2 seeks to allow the Group, by way of a general authority, to acquire its own issued

shares (reducing the total number of ordinary shares of the Company in issue in the case of an acquisition by

the Company of its own shares). Any decision by the Directors to use the general authority to acquire shares

of the Company will be taken with regard to the prevailing market conditions, share price, cash needs of the

Group, together with various other factors, and in compliance with the Act, Listings Requirements and the

Memorandum of Incorporation.

The Directors are of the opinion that the renewal of this general authority is in the best interests of the

Company as it allows the Group to repurchase the securities issued by the Company through the order book

of the JSE should market conditions and price justify such action.

Electronic participation at the AGM

(a) Shareholders wishing to participate electronically in the AGM are required to:

(i)

deliver written notice to the Company at 75 Grayston Drive, corner Benmore Road, Morningside

Extension 5, 2196 (marked for the attention of the Group Company Secretary) that they wish to

participate via electronic communication at the AGM; or

(ii)

register on the Company’s website at

www.bluelabeltelecoms.co.za ,

where a link to the registration

page will be placed, by no later than 10:00 on Wednesday, 25 November 2015 (electronic notice).

(b) In order for the electronic notice to be valid it must contain:

(i)

if the Blue Label shareholder is an individual, a certified copy of his/her identity document and/or

driving licence and/or passport;

(ii)

if the Blue Label shareholder is not an individual, a certified copy of a resolution or letter of

representation by the relevant entity and a certified copy of the identity documents and/or passports

of the persons who passed the relevant resolution or signed the relevant letter of representation.

The letter of representation or resolution must set out from whom the relevant entity is authorised

to represent the entity at the AGM via electronic communication;

(iii)

a valid e-mail address and/or facsimile number (contact address/number); and

(iv)

if the shareholder wishes to vote via electronic communication, set out that the shareholder wishes

to vote via electronic communication. By no later than 24 (twenty-four) hours before the AGM the

Company shall use its reasonable endeavours to notify a shareholder at its contact address/number

who has delivered a valid electronic notice, of the relevant details through which the shareholder

can participate via electronic communication.

(c) Should a shareholder wish to participate in the AGM by way of electronic communication as aforesaid, the

shareholder, or his/her/its proxy/ies, will be required to dial in on the date and commencement time of the

AGM. The dial-in facility will be linked to the venue at which the AGM will take place. The dial-in facility

will enable all persons to participate electronically in the AGM in this manner (and as contemplated in

section 63(2) of the Act) and to communicate concurrently with each other without an intermediary, and

to participate reasonably effectively in the AGM. The costs borne by the shareholder or his/her/its proxy/ies

in relation to the dial-in facility will be for his/her/its own account.