WHERE SHAREHOLDER APPROVAL IS REQUIRED
In terms of Section 41 in certain instances it is necessary for shareholders to approve a share issue where the shares or securities or options or rights are issued to a director, a future director, a prescribed officer, a future prescribed officer or to a person related or interrelated to the company, or to a director or prescribed officer of the company to any nominee of such person.
Shareholder approval will not however be required if such issue is under an agreement underwriting the shares, if it is in the exercise of a pre-empted right to be offered and to subscribe to shares as contemplated in Section 39;
· Is in proportion to the existing holdings and on the same terms and conditions as have been offered to all the shareholders of the company or to all the shareholders of the class or classes of shares being issued.
· Pursuant to an employee share scheme that satisfies the requirements of Section 97 or pursuant to an offer to the public as defined in Section 95(1)(h) read with Section 96.