,LML4806 Assignment 2 (COMPLETE ANSWERS) Semester 1
2025 – DUE March 2025; 100% TRUSTED Complete, trusted
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Question: You are approached by Zelda, the chairperson of the
board of directors of TMT Ltd for legal advice. She informs you
that TMT Ltd will be holding its annual general meeting (AGM)
in person next month. She further informs you that some of the
company’s shareholders and their proxies have indicated that
they will not be able to attend the AGM in person at the time it
is to be held, although they would want to participate at the
AGM and to vote on the resolutions that will be tabled for
shareholder vote.
To provide legal advice to Zelda, the chairperson of the board of
directors of TMT Ltd, regarding shareholders and their proxies
who wish to participate in and vote at the Annual General
Meeting (AGM) but are unable to attend in person, I will
outline the relevant provisions of the Companies Act 71 of
2008, possible alternatives for participation in the meeting, and
practical considerations for the board to ensure compliance with
the law and facilitate shareholder participation.
1. Overview of the Companies Act 71 of 2008 – Shareholder
Rights and AGM Procedures
Under the Companies Act 71 of 2008, shareholders have the
right to attend, participate in, and vote at shareholder
meetings, including AGMs. However, the Act also provides
, mechanisms for shareholders who cannot physically attend the
meeting to participate and vote. The key sections of the Act that
address this situation include:
Section 58: Voting by Proxy
Section 63: Right to Participate in Meetings
Section 63(1)(b): Use of Electronic Means for
Participation
These provisions provide a framework for both in-person and
non-in-person participation in AGMs. Below, I will explore the
relevant sections of the Companies Act in greater detail and
provide advice on how the board can accommodate shareholders
who cannot attend the AGM in person.
2. Key Provisions and Alternatives for Shareholder
Participation
2.1 Proxy Voting (Section 58)
Right to Appoint a Proxy: Section 58(1) of the
Companies Act 71 of 2008 states that a shareholder is
entitled to appoint any individual (including another
shareholder) as a proxy to attend, participate in, and vote at
the AGM on their behalf. The proxy does not need to be a
shareholder of the company.
Written and Signed Appointment: The proxy
appointment must be in writing and signed by the
shareholder. This document must specify the manner in
which the shareholder instructs the proxy to vote, unless the
proxy is authorized to vote at their discretion.
