9.8 NOTICE OF SHAREHOLDERS MEETINGS
S 62 deals with the notice of shareholder’s meetings. Essentially this section says that 15 business days’ notice is necessary for calling a shareholders meeting in the case of a public company or a non-profit company that has voting members, or ten business days in any other case, therefore a profit company will require ten business days in order to call a shareholders meeting.
A company’s MOI may provide for a longer or shorter minimum notice period for the calling of a shareholders meeting.
A company may call a meeting with less notice than is required by the MOI but such meeting may only proceed if every person who is entitled to exercise voting rights in respect of any item on the meeting agenda is present and votes to waive the required minimum notice of the meeting.
A notice of a shareholder meeting must be in writing and must include the date, time and place for the meeting and the record date for the meeting. Please see s 59 for details of the record date which is the date for determination of which shareholders have rights. The general purpose of the meeting and any specific purpose must be specified. A copy of the proposed resolution for which the company has received notice and which is to be considered at the meeting and a notice of the percentage of voting rights that will be required for that resolution to be adopted. In the case of an AGM, the annual financial statements to be presented or a summarized form must be sent to shareholders and directors for obtaining the complete copy of the annual financial statements must be provided. There must be a reasonably prominent statement that a shareholder entitled to attend and vote at the meeting is entitled to appoint a proxy to attend or participate in and vote at the meeting in the place of the shareholder or two or proxy’s if the MOI so permits. A proxy need not also be a shareholder of the company.
Section 63(1) requires that meeting participants provide satisfactory identification.
If there is a material defect in the giving of the notice of the shareholders meeting the meeting may proceed, subject to Section 62(5) only if every person who is entitled to exercise voting rights in respect of any item on the meeting agenda is present at the meeting and votes to approve the ratification of the defective notice.
Sub Section 5 deals with the defective notice, if a material defect in the form or manner giving notice of a meeting only to one or more particular matters of agenda for the meeting, any such matter may be severed from the agenda and the notice remains valid with respect to any remaining matters on the agenda, and the meeting may proceed to consider a severed matter if the defective notice in respect of that matter has been ratified in terms of 4 (d). The problem in reading this Act is that there is no 4 d because it has been substituted, so there might be something wrong with this.
Sub Section 6 says that any material defect in the form or manner of giving notice of a shareholder’s meeting or an accidental or inadvertent failure in the delivery of the notice to any particular shareholder to whom it is addressed does not invalidate any such action at the meeting.
Sub section (7) says a shareholder who is present at the meeting, either in person or by proxy is regarded as having received or waived notice of the meeting, if at least the required minimum notice was given. A shareholder who is present has a right to allege a material defect in the form of notice for a particular item on the agenda for the meeting and participate in the determination as whether to waive the requirements for notice if less than the required minimum notice was given or to ratify a defective notice.