Companies Third Amendment Act, 1998

2 December 1998 No. 1555.

1 Desember IYYX It I.\ hcrchy notified Act which follo\viny illfol.ln~llioii.--- that the President has assented is hereby published to the for general Hierhy ~vor-d bekend gemaak dat die Pxsident keurinF geheg het aan die onderslaandr Wet XII hicrby al~e~wnc lnllgling gepubliseer word:- sy goe(l- ICI No. I25 of I Y9S: Companies Third Amendment Act, 1998 No. 125 van 1998: Derde Maatskappywysifingswct, 19%. 2 No. 19541 GOVERNMENT GAZETTE,

2 DECEMBER 1998 Act No. 125,1998 COMPANIES THIRD AMENDMENT ACT. 1998 GENERAL EXPLANATORY NOTE: Words underlined with a solid existing enactments. line indicate insertions in (English text signed by the President.) to 20 November 1998.) (Assented ACT To amend the Companies Act, 1973, so as to provide for a further category of offers of shares not being offers to the public, namely employee share schemes; and to provide for matters connected therewith. B E IT ENACTED follows:- by the Parliament of the Republic of South Africa, as Amendment of 1998 of section 144 of Act 61 of 1973, as substituted by section 8 of Act 35

1. Section 144 of the Companies Act, 1973, is hereby amended by the addition of the 5 following paragraph: L‘ h) if it is an employee share scheme as contemplated in section 144A.“. Insertion of section 144A in Act 61 of 1973

2. The following section is hereby inserted in the Companies Act, 1973, after section 144: “Employee share scheme 144A. (1) In this section, unless the context indicates otherwise- ta) (b) therein by means of the sale of shares in the company; or to bona fide employees of the company or of its subsidiary, share scheme’ means a scheme established by a company] to employees of the ‘employee for the purpose of offering participation company or of its subsidiary, either- (i) (ii) by the grant of options on shares in the company, solely whether by means of a trust or otherwise; ‘compliance officer’ means company subsection ‘specified shares’ means shares, including options on shares, which are offered to employees of the company share scheme. by a in accordance with in respect of its employee share scheme in terms of an employee officer appointed a compliance (2); and (2) Every company which establishes an employee share scheme shall- (a) appoint a compliance officer who shall be accountable of the company; to the directors 10 15 20 25 4 No. 19541 GOVERNMENT GAZETTE. 2 DECEMBER 1998 ACI No. 125, 1998 COMPANIES THIRD AMENDMENT ACT. 199X B 5 (h) financial statements state in its annual which it has allotted during that financial yex share scheme. (3) A compliance share scheme shall- ((1) (0) fat- [he administration to be furnished officer who is appointed in writing an off‘er of specified shares in be responsible furnish or cause receives scheme- (i) the number of specified shares in terms of its employee in respcc~ of any employee of that scheme; to any employee who terms of that employee (ii) therefrom; full particulars of the nature of the transaction, arising information financial profit history over the last three years: and relating statements, to the company, its latest annual including the general nature of its business and its including the risks 10 (iii) full particulars of any material respect of any information or (ii); furnished changes which take place in terms of subparagraph I5 in (i) the containing that copies of to in paragraph information the documents ensure referred (b)(i) and (ii) are lodged with the Registrar within 30 days after the employee share scheme has been established; lodge a certificate with the Registrar within 60 days after the end of each financial year to the effect that he or she has complied with the in terms of this section during such year and attach thereto obligations any documents in paragraph (D)(iii). issued during such year.“. conlemplated particulars containing 20 25 Short title

3. This Act is called the Companies Third Amendment Act. 1998.