South African Express Act, 2007

2. The objects of this Act are to provide for— (a) (b) (c) (d) the transfer of SAX shares and SAX interests from Transnet to the State; the main objects and powers of SAX; the borrowing powers of SAX; and the conversion of South African Express (Proprietary) Limited into a public company with share capital. Transfer of SAX shares and SAX interests 3. (1) The Minister and Transnet, with the concurrence of the Minister of Finance, must determine by agreement— (a) which SAX claims and which assets, liabilities, rights or obligations of (b) Transnet in connection with SAX constitute SAX interests; and the consideration payable for the transfer of SAX shares and SAX interests to the State. (2) If the Minister and Transnet cannot agree on any matter referred to in subsection (1), that matter must be finally determined by the Minister, with the concurrence of the Minister of Finance. (3) With effect from the transfer date— (a) (b) the State becomes the sole shareholder and member of SAX; and the Minister exercises all the rights attaching to SAX shares and SAX interests on behalf of the State, including the rights as shareholder and member of SAX. Main objects and powers of SAX 4. (1) The main objects of SAX are to— (a) provide transportation of passengers, cargo and mail, air charters and other related aviation services; and (b) promote frequency of services on lower density routes and to expand regional air services capability in the Republic and to the African continent and surrounding islands. (2) For the purposes of section 33(1) of the Companies Act, none of the objects ancillary to the main objects of SAX are excluded. (3) The powers of SAX include the common powers contained in Schedule 2 to the Companies Act and none of those powers are excluded or qualified. Borrowing powers of SAX

5. Subject to the Public Finance Management Act, 1999 (Act No 1 of 1999), SAX may borrow money, issue a guarantee, indemnity or security or enter into any transaction necessary to achieve its objects referred to in section 4. Conversion of South African Express (Proprietary) Limited into public company 6. (1) After the transfer date, the Minister may on behalf of the State request the Registrar of Companies in writing to convert South African Express (Proprietary) Limited into a public company having a share capital in accordance with the Companies Act. (2) The request must be accompanied by the memorandum of association and articles of association of the intended public company that must be— (a) framed in accordance with the Companies Act, but subject to this Act; and (b) signed by the Minister on behalf of the State. Act No. 34, 2007 SOUTH AFRICAN EXPRESS ACT, 2007 (3) On receipt of the request and the memorandum and articles so signed, the Registrar of Companies must— (a) register the conversion of South African Express (Proprietary) Limited into a public company having a share capital, as well as the memorandum and articles; and issue an amended certificate of incorporation. (b) (4) The name of the public company referred to in subsection (3)(a) is South African Express Limited. (5) No additional fee referred to in section 63(2) of the Companies Act is payable in respect of the registration of the memorandum and articles referred to in subsection (3)(a). (6) The Registrar of Companies must issue such directives and authorise such deviations from the regulations in force in terms of the Companies Act and the documents prescribed in terms thereof as he or she may consider necessary in order to give effect to this section. (7) Sections 32, 44(1), 54(2), 66, 190 and 344(d) of the Companies Act do not apply to South African Express Limited for so long as the State holds 75 per cent or more of the total issued ordinary shares in the company. Effect of conversion

7. The conversion contemplated in section 6(1) does not affect— the continued corporate existence of SAX under the Companies Act; (a) (b) any rights, liabilities or obligations acquired or incurred by SAX before the conversion date; the terms and conditions of service of any employee of SAX; or the main objects and powers of SAX as provided for in section 4(1). (c) (d) Regulations

8. The Minister may, by notice in the Gazette, make regulations regarding any ancillary or incidental administrative or procedural matter that it is necessary to prescribe for the proper implementation or administration of this Act. Amendment of Laws

9. With effect from— (a) (b) the transfer date, the Public Finance Management Act is hereby amended by the insertion in Schedule 2 after item 16 of the following item: "16A. South African Express (Proprietary) Limited"; and the conversion date, the Public Finance Management Act is hereby amended by the substitution in Schedule 2 for item 11A of the following item: "16A South African Express (Proprietary) Limited". Short title and commencement

10. This Act is called the South African Express Act, 2007, and comes into operation on a date determined by the President by proclamation in the Gazette.