Reference no: EM133855243

Question

Strada (Pty) Ltd will be holding its first annual general meeting at its registered office. The company's memorandum of incorporation allows shareholders to appoint proxies to represent them at shareholders' meetings, subject to clause 10.3 of the Memorandum of Incorporation, which provides as follows: "An instrument appointing a proxy must be submitted to the Transfer Secretaries or the Chairperson of the Company not less than 48 (FORTY-EIGHT) hours before the commencement of the Annual General Meeting or Shareholders' Meeting at which the proxy is to participate." One of the shareholders, Busi, feels strongly about some of the proposed resolutions set out in the notice of the annual general meeting, and wants to express her views on these matters to theoard of directors. About two hours before the meeting, Busi has an emergency to which she must attend, which makes it impossible for her to attend the annual general meeting. With reference to the Companies Act 71 of 2008, case law and the facts above, advise Busi whether she can validly appoint a proxy to exercise her right to vote and to express her views at the annual general meeting of Strada (Pty) Ltd. Also consider in your answer whether clause 10.3 of the company's Memorandum of Incorporation is a valid clause.