LML4806
ASSIGNMENT 1 2025
DUE MARCH 2025
SEMESTER 1 2025
, LML4806
2 ASSIGNMENT 1
Question: 1
Strada (Pty) Ltd will be holding its first annual general meeting at its registered office. The
company’s memorandum of incorporation allows shareholders to appoint proxies to represent
them at shareholders’ meetings, subject to clause 10.3 of the Memorandum of Incorporation,
which provides as follows:
“An instrument appointing a proxy must be submitted to the Transfer Secretaries or the
Chairperson of the Company not less than 48 (FORTY-EIGHT) hours before the
commencement of the Annual General Meeting or Shareholders’ Meeting at which the proxy is
to participate.”
One of the shareholders, Busi, feels strongly about some of the proposed resolutions set out in
the notice of the annual general meeting, and wants to express her views on these matters to
the board of directors. About two hours before the meeting, Busi has an emergency to which
she must attend, which makes it impossible for her to attend the annual general meeting.
With reference to the Companies Act 71 of 2008, case law and the facts above, advise
Busi whether she can validly appoint a proxy to exercise her right to vote and to express
her views at the annual general meeting of Strada (Pty) Ltd. Also consider in your answer
whether clause 10.3 of the company’s Memorandum of Incorporation is a valid clause.
Section 58 of the Companies Act 71 of 2008 grants a shareholder the right to appoint a proxy to
participate, speak, and vote on their behalf at a shareholders' meeting¹. This right applies
unless the company’s Memorandum of Incorporation (MOI) states otherwise. Notably:
Section 58(1)(a) states that a shareholder may appoint a proxy “at any time” by submitting a
written and signed proxy form².
Section 58(3)(c) allows shareholders to appoint multiple proxies to represent different shares³.
Section 58(3)(a) confirms that a proxy is entitled to exercise all rights of the shareholder at the
meeting⁴.
Thus, in principle, Busi has the right to appoint a proxy.
2. Validity of Clause 10.3 of the MOI
ASSIGNMENT 1 2025
DUE MARCH 2025
SEMESTER 1 2025
, LML4806
2 ASSIGNMENT 1
Question: 1
Strada (Pty) Ltd will be holding its first annual general meeting at its registered office. The
company’s memorandum of incorporation allows shareholders to appoint proxies to represent
them at shareholders’ meetings, subject to clause 10.3 of the Memorandum of Incorporation,
which provides as follows:
“An instrument appointing a proxy must be submitted to the Transfer Secretaries or the
Chairperson of the Company not less than 48 (FORTY-EIGHT) hours before the
commencement of the Annual General Meeting or Shareholders’ Meeting at which the proxy is
to participate.”
One of the shareholders, Busi, feels strongly about some of the proposed resolutions set out in
the notice of the annual general meeting, and wants to express her views on these matters to
the board of directors. About two hours before the meeting, Busi has an emergency to which
she must attend, which makes it impossible for her to attend the annual general meeting.
With reference to the Companies Act 71 of 2008, case law and the facts above, advise
Busi whether she can validly appoint a proxy to exercise her right to vote and to express
her views at the annual general meeting of Strada (Pty) Ltd. Also consider in your answer
whether clause 10.3 of the company’s Memorandum of Incorporation is a valid clause.
Section 58 of the Companies Act 71 of 2008 grants a shareholder the right to appoint a proxy to
participate, speak, and vote on their behalf at a shareholders' meeting¹. This right applies
unless the company’s Memorandum of Incorporation (MOI) states otherwise. Notably:
Section 58(1)(a) states that a shareholder may appoint a proxy “at any time” by submitting a
written and signed proxy form².
Section 58(3)(c) allows shareholders to appoint multiple proxies to represent different shares³.
Section 58(3)(a) confirms that a proxy is entitled to exercise all rights of the shareholder at the
meeting⁴.
Thus, in principle, Busi has the right to appoint a proxy.
2. Validity of Clause 10.3 of the MOI
