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Telkom Integrated Report 2017
Summary of applicable rights established in
section 58 of the Companies Act, 2008, as
amended (the Act)
For purposes of this summary, the term “shareholder”
shall have the meaning ascribed thereto in section 57(1)
of the Act.
1. At any time, a shareholder of a company is entitled
to appoint any individual, including an individual
who is not a shareholder of that company, as
a proxy to participate in, speak and vote at a
shareholders meeting on behalf of the shareholder.
2. A proxy appointment must be in writing, dated and
signed by the relevant shareholder.
3. Except to the extent that the memorandum of
Incorporation of a company provides otherwise:
3.1.a shareholder of the relevant company may appoint
two or more persons concurrently as proxies, and
may appoint more than one proxy to exercise voting
rights attached to different securities held by such
shareholder; and
3.2.a copy of the instrument appointing a proxy must be
delivered to the relevant company, or to any other
person on behalf of the relevant company, before
the proxy exercises any rights of the shareholder at
a shareholders meeting.
4. Irrespective of the form of instrument used to
appoint a proxy:
4.1.the appointment of the proxy is suspended at any
time and to the extent that the shareholder who
appointed that proxy chooses to act directly and in
person in the exercise of any rights as a shareholder
of the relevant company; and
4.2.should the instrument used to appoint a proxy be
revocable, a shareholder may revoke the proxy
appointment by cancelling it in writing, or making
a later inconsistent appointment of a proxy, and
delivering a copy of the revocation instrument to the
proxy and the relevant company.
5. The revocation of a proxy appointment constitutes
a complete and final cancellation of the proxy’s
authority to act on behalf of the relevant
shareholder as of the later of the date:
5.1.stated in the revocation instrument, if any; or
5.2.upon which the revocation instrument is delivered to
the proxy and the relevant company as required in
section 58(4)(c)(ii) of the Act.
6. Should the instrument appointing a proxy or proxies
have been delivered to the relevant company, as
long as that appointment remains in effect, any
notice that is required by the Act or the relevant
company’s memorandum of incorporation to be
delivered by such company to the shareholder must
be delivered by such company to:
6.1. the shareholder, or
6.2. the proxy or proxies if the shareholder has in writing
directed the relevant company to do so and has
paid any reasonable fee charged by the company
for doing so.
7. A proxy is entitled to exercise, or abstain from
exercising, any voting right of the relevant
shareholder without direction, except to the extent
that the memorandum of incorporation of the
relevant company or the instrument appointing the
proxy provide otherwise.
8. If a company issues an invitation to shareholders
to appoint one or more persons named by
such company as a proxy, or supplies a form of
instrument for appointing a proxy:
8.1.such invitation must be sent to every shareholder
who is entitled to receive notice of the meeting at
which the proxy is intended to be exercised;
8.2. the company must not require that the proxy
appointment be made irrevocable; and
8.3 the proxy appointment remains valid only until the
end of the relevant meeting at which it was intended
to be used, unless revoked as contemplated in
section 58(5) of the Act.
Form of proxy for
annual general meeting
– continued