LML4806
ASSIGNMENT 1
SEMESTER 2 – 2022
, Zelda is an executive director and chief executive officer (CEO) of Pristine
Estates Ltd (Pristine). Velaphi has been serving as a non-executive director and
chairperson of the board of directors of Pristine since 2010.
AGI Group Limited (AGI) recently increased its shareholding in Pristine to 50.1%
of the issued ordinary shares. Consequently, AGI directly holds 50.1% of the
general voting rights associated with the issued shares of Pristine. Realty (Pty)
Ltd (Realty), a wholly-owned subsidiary of AGI, holds 2% of the ordinary shares
issued by Pristine.
AGI and Realty subsequently delivered a written and signed demand to Pristine
to call a shareholders’ meeting for the purposes of considering and approving
the resolutions to:
1. Remove Zelda as an executive director and CEO of Pristine;
2. Remove Velaphi as a non-executive director and chairperson of the board
of directors of Pristine;
3. Elect Muthu (who is currently an executive director of Realty) as an
executive director and CEO of Pristine; and
4. Elect Sunelle (who is currently an executive director of AGI) as a non-
executive director and chairperson of the board of directors of Pristine.
Following extensive discussions, the board of directors of Pristine has resolved
to convene a meeting of the shareholders of Pristine for the purposes of
consideration and approval of the above resolutions.
Zelda and Velaphi approach you for legal advice. They are of the view that AGI
and Realty did not have the right to demand that Pristine call a shareholders’
meeting and that the demand submitted by AGI and Realty to that effect was
was invalid. They believe that the other directors of Pristine merely succumbed
to the pressure from AGI and Realty and that, in the circumstances, there was
no legal obligation on the Pristine board to call a shareholders’ meeting to
consider the resolutions proposed by AGI and Realty. They further indicate that,
in their view, AGI and Realty do not have any right or power to remove them
from the board of Pristine.
ASSIGNMENT 1
SEMESTER 2 – 2022
, Zelda is an executive director and chief executive officer (CEO) of Pristine
Estates Ltd (Pristine). Velaphi has been serving as a non-executive director and
chairperson of the board of directors of Pristine since 2010.
AGI Group Limited (AGI) recently increased its shareholding in Pristine to 50.1%
of the issued ordinary shares. Consequently, AGI directly holds 50.1% of the
general voting rights associated with the issued shares of Pristine. Realty (Pty)
Ltd (Realty), a wholly-owned subsidiary of AGI, holds 2% of the ordinary shares
issued by Pristine.
AGI and Realty subsequently delivered a written and signed demand to Pristine
to call a shareholders’ meeting for the purposes of considering and approving
the resolutions to:
1. Remove Zelda as an executive director and CEO of Pristine;
2. Remove Velaphi as a non-executive director and chairperson of the board
of directors of Pristine;
3. Elect Muthu (who is currently an executive director of Realty) as an
executive director and CEO of Pristine; and
4. Elect Sunelle (who is currently an executive director of AGI) as a non-
executive director and chairperson of the board of directors of Pristine.
Following extensive discussions, the board of directors of Pristine has resolved
to convene a meeting of the shareholders of Pristine for the purposes of
consideration and approval of the above resolutions.
Zelda and Velaphi approach you for legal advice. They are of the view that AGI
and Realty did not have the right to demand that Pristine call a shareholders’
meeting and that the demand submitted by AGI and Realty to that effect was
was invalid. They believe that the other directors of Pristine merely succumbed
to the pressure from AGI and Realty and that, in the circumstances, there was
no legal obligation on the Pristine board to call a shareholders’ meeting to
consider the resolutions proposed by AGI and Realty. They further indicate that,
in their view, AGI and Realty do not have any right or power to remove them
from the board of Pristine.
