, LML4806 Assignment 1
Semester 2 2025
DUE September 2025
Use this document as a guide and for references to answer your assignment
Question 1
You are approached by Stefan, the chairperson of the board of directors of JP Textiles Ltd for legal
advice. He informs you that JP Textiles Ltd will be holding its fifth annual general meeting (AGM) next
month at its registered office in Johannesburg. He further informs you that the board of directors is
concerned that a significant number of the company’s shareholders and shareholder proxies who are
based outside Johannesburg and overseas will not be able to travel to Johannesburg to attend the AGM
in-person (physically) at the company’s registered office. Advise Stefan on what the company could do
to ensure that it provides a reasonable opportunity for all the shareholders and shareholder proxies to
attend and participate at its fifth AGM.
To advise Stefan, chairperson of JP Textiles Ltd, on how to ensure that all
shareholders and shareholder proxies—especially those based outside Johannesburg
or overseas—have a reasonable opportunity to attend and participate in the
company’s fifth Annual General Meeting (AGM), we need to examine the
requirements under the Companies Act 71 of 2008 (South Africa), corporate
governance principles, and practical considerations.
1. Legal Requirements Under the Companies Act 71 of 2008
Section 61(1) & (2) – Calling of AGM
A public company such as JP Textiles Ltd is required to hold an AGM once every
calendar year and not more than 15 months after the previous one. The location and
manner of conducting the AGM must conform to the provisions of the Companies
Act and the company's Memorandum of Incorporation (MOI).
Section 63(2) – Reasonable Opportunity to Participate
The Act requires that a company must ensure that shareholders are allowed a
“reasonable opportunity to participate in, speak and vote at the meeting”. This
does not limit participation to physical presence, and in fact, anticipates
alternative forms of participation.
Semester 2 2025
DUE September 2025
Use this document as a guide and for references to answer your assignment
Question 1
You are approached by Stefan, the chairperson of the board of directors of JP Textiles Ltd for legal
advice. He informs you that JP Textiles Ltd will be holding its fifth annual general meeting (AGM) next
month at its registered office in Johannesburg. He further informs you that the board of directors is
concerned that a significant number of the company’s shareholders and shareholder proxies who are
based outside Johannesburg and overseas will not be able to travel to Johannesburg to attend the AGM
in-person (physically) at the company’s registered office. Advise Stefan on what the company could do
to ensure that it provides a reasonable opportunity for all the shareholders and shareholder proxies to
attend and participate at its fifth AGM.
To advise Stefan, chairperson of JP Textiles Ltd, on how to ensure that all
shareholders and shareholder proxies—especially those based outside Johannesburg
or overseas—have a reasonable opportunity to attend and participate in the
company’s fifth Annual General Meeting (AGM), we need to examine the
requirements under the Companies Act 71 of 2008 (South Africa), corporate
governance principles, and practical considerations.
1. Legal Requirements Under the Companies Act 71 of 2008
Section 61(1) & (2) – Calling of AGM
A public company such as JP Textiles Ltd is required to hold an AGM once every
calendar year and not more than 15 months after the previous one. The location and
manner of conducting the AGM must conform to the provisions of the Companies
Act and the company's Memorandum of Incorporation (MOI).
Section 63(2) – Reasonable Opportunity to Participate
The Act requires that a company must ensure that shareholders are allowed a
“reasonable opportunity to participate in, speak and vote at the meeting”. This
does not limit participation to physical presence, and in fact, anticipates
alternative forms of participation.
