Fire & Ice Ltd (the company) Memorandum of Incorporation (MOI) sets out the company's

authorised ordinary shares as being 1000 000 000 of which 250 000 000 have been issued.

At the company's AGM (annual general meeting) 120 000 000 exercisable voting rights are

represented either in person or by proxy.

Unless otherwise stated the provisions of the MOI are the same as that of the Companies Act 71

of 2008 (the Act).

Please consult the sections identified in the Companies Act 71 of 2008 to find the relevant

percentages required.

PLEASE NOTE - where a question contains an assumption the assumption is applicable to that

question only unless the context indicates otherwise.

Q.3.1 What is the number of unissued shares of the company? (2)

Q.3.2 Calculate the quorum of a shareholders' meeting.

HINT: see section 64 (1) of the Act for the definition/ required percentage of a

quorum.

(2)

Q.3.3 A motion is tabled at the AGM to appoint Fair Weather Accountants Inc. as the

new auditing firm of the company. This motion must be passed by means of an

ordinary resolution. Calculate the total number of exercisable voting rights that

must vote in favour of the motion to carry.

HINT: See section 65(7) of the Act for required percentage of an ordinary

resolution.

(2)

Q.3.4 A motion is tabled at the AGM to amend the MOI. This motion must be passed by

means of a special resolution. What is the total number of exercisable voting

rights that must vote in favour of the motion to carry?

HINT: See section 65(9) of the Act for required percentage of an ordinary

resolution.

Q.3.5 Assume that the company's Board of Directors (the Board) wants to table a

motion to reduce the percentage of the total exercisable voting rights at a

shareholders' meeting for a special resolution. Calculate the total number of

votes that need to be exercised at a shareholders' meeting in order to pass a

special resolution after the Board's motion was passed as contemplated in

s 61(3)(b) of the Act.

HINT: See section 61(3)(b) of the Act for relevant percentage when this type of

demand is made.

Remember - this question does NOT refer to the AGM. Therefore, the quorum

has to be taken into account in your calculation.