RE: Upcoming AGM20 Jul 2022 21:06
There are explanatory notes at the end that give greater clarity about the need for those resolutions 14 and 15:
“ Resolution 14:
As evidenced by the board changes that were announced to the market in March and May of this year, the Board, through the Nomination Committee, has been kept busy with the implementing of its succession planning endeavours. Through that process, it has become evident that certain of the articles within the Company’s Articles of Incorporation (Articles), which have not been amended since listing in 2012, and which relate to the residency of directors, are unnecessarily restrictive. Consequently, to allow for more flexibility when identifying and appointing suitable candidates to the Board in the future, it is being requested that shareholders approve the amending of the Articles as detailed in resolution 14. Similarly, it is requested that the restrictions in respect of where meetings are held and decisions made be removed, which is also included within resolution 14.
Resolution 15:
This resolution relates to the appointment of Tanya Chikanza in her capacity as an executive director of the Company. It has come to light that by appointing Tanya Chikanza as an executive, the Company inadvertently breached its Articles, which state that “The Directors may appoint one or more of their number (other than, at any time after Admission, a director resident in the United Kingdom) to an executive office on such terms as they think fit...”. Although Tanya’s appointment was contrary to Article 130, her appointment as a director is not invalidated. The breach relates only to the appointment of executive office, and not to her appointment as a director, and accordingly, the breach does not mean that any actions taken by Tanya would have been beyond her powers as a director, void or voidable, or not binding on Bushveld as intended. While resolution 14 amends Article 130, resolution 15 ratifies Tanya’s earlier appointment and the consequent breach of Article 130, so as to remedy the position.”