NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting (“AGM”) of members of THE TAX FACULTY NPC (“TTF”) will be held (subject to any adjournment, postponement or cancellation) by ELECTRONIC COMMUNICATION from TTFs office in Pretoria on Thursday, 13 January 2022 at 15h00.
Please note that, in terms of section 59(1) (a) and (b) of the Companies Act, 71 of 2008, as amended (the “Companies Act”), the record dates for the purposes of determining which members are entitled to receive notice, participate in, vote and decide on any matter written by consent or electronic communication are the following:
• Record date to receive the notice of the AGM: Wednesday, 15 December 2021;
• Record date to be eligible to participate in, and vote at, the AGM: Thursday, 13 January 2022, by no later than 23h00;
• Last date for logging forms and proxy with TTF: Monday, 10 January 2022, by no later than 23h00.
At the AGM the resolutions set out below will be proposed, considered, and if deemed fit, passed with or without amendment, and such other business will be conducted as is required to be dealt with at the AGM in terms of the Companies Act. Copies of the documents referred to under the resolutions set out herein under can be downloaded via a link, which will be made available on Monday, 3 January 2022. The process for members to access the meeting will be made available on Thursday, 13 January 2022 at 12h00. The preliminary agenda for the meeting is as follows:
1. Welcome
2. Notice and quorum
3. Presentation of the Directors’ report
4. Presentation of the Annual Financial Statements for the years ending 31 December 2019 and 2020
5. Member Feedback
6. Ordinary resolution number 1 – election of new non-executive director:
To elect by separate resolution, the following non-executive director: Professor Walter Geach. The Board of Directors has assessed the performance of the current directors in office, as the case may be, and has found them suitable to continue in office. Proposed ordinary resolution: “Resolved that Professor Walter Geach be and is hereby elected as a director of TTF with effect from 13 January 2022”
7. Special resolution number 1 – adoption of new MOI
To consider and adopt the amended MOI for the company. Proposed special resolution: “Resolved that the amended MOI be and is hereby approved.”
8. To transact such other business as may be transacted at an AGM.
PLEASE TAKE NOTE THAT:
Members are entitled to attend, speak and vote at the AGM. In terms of section 63(1) of the Companies Act, meeting participants (including proxies) will be required to provide reasonably satisfactory identification before being entitled to participate in, or vote at, the AGM. Forms of identification that will be accepted include original and valid identity documents, drivers’ licences and passports.
A member is entitled to appoint a proxy to attend, participate in and vote at the meeting in his/her place and the proxy must also be a member of the company.
The proxy must be submitted to TTF via e-mail (compliance@taxfaculty.ac.za) and should be received by the company by Wednesday, 12 January 2022 by no later than 23h00.
Ordinary resolutions numbers, contained in this Notice of AGM, require the approval of 50.1% of the total votes cast on the resolutions by members present or represented by proxy at the AGM. The special resolution require the approval of 75% of the total votes cast on the resolutions by members present or represented by proxy at the AGM. Members are requested to RSVP to compliance@taxfaculty.ac.za on Monday, 10 January 2022 by no later than 23h00.
Signed at Pretoria on 15 December 2021.
Ms Alicia Chabalala
Compliance Officer