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NU-WORLD HOLDINGS LIMITED - Update on adoption on New MOI

Release Date: 26/04/2013 14:03
Code(s): NWL     PDF:  
Wrap Text
Update on adoption on New MOI

NU-WORLD HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1968/002490/06)
Share Code: NWL ISIN code: ZAE000005070
(“Nu-World” or “the company”)


NU-WORLD: UPDATE ON ADOPTION OF NEW MEMORANDUM OF
INCORPORATION RESOLUTION AT GENERAL MEETING TO BE HELD ON
10 MAY 2013


Nu-World shareholders (“shareholders”) are referred to the
circular dated 5 April 2013, which circular included a
notice convening a general meeting of shareholders, to be
held at 10:00 on Friday, 10 May 2013, at 35 Third Street,
Wynberg, Gauteng(“general meeting”) in order for
shareholders to approve, inter alia, a special resolution
adopting the Company’s new Memorandum of Incorporation
(“MOI”).


The proposed new MOI contains the following clause:
“25.3.2.1
At each Annual General Meeting referred to in clause
19.2.1, 1/3 (one-third) of the directors for the time
being, or if their number is not 3 (three) or a multiple of
3 (three), the number nearest to 1/3 (one-third), but not
less than 1/3 (one-third), shall retire from office,
provided that if a director is appointed as Managing
Director or as an employee of the Company in any other
capacity, he or she shall not, while he or she continues to
hold that position or office, be subject to retirement by
rotation and he or she shall not, in such case, be taken
into account in determining the rotation or retirement of
directors;”


The directors have resolved to remove the following wording
from the proposed new MOI at clause 25.3.2.1:


“provided that if a director is appointed as Managing
Director or as an employee of the Company in any other
capacity, he or she shall not, while he or she continues to
hold that position or office, be subject to retirement by
rotation and he or she shall not, in such case, be taken
into account in determining the rotation or retirement of
directors”


Shareholders will therefore be asked to vote at the general
meeting on the revised clause 25.3.2.1, which will read as
follows:


“25.3.2.1
At each Annual General Meeting referred to in clause
19.2.1, 1/3 (one-third) of the directors for the time
being, or if their number is not 3 (three) or a multiple of
3 (three), the number nearest to 1/3 (one-third), but not
less than 1/3 (one-third), shall retire from office.”


By the order of the Board
Johannesburg
26 April 2013


Sponsor
Sasfin Capital
A division of Sasfin Bank Limited

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