Dear NSTF Member

NEW COMPANIES ACT- NEW MEMORANDUM OF INCORPORATION

Notice of Voting on Special Resolution in terms of Section 60

As you may know, a new Companies Act has recently been made law. This new Act has created a new category of company- the Non Profit Company (NPC), which is what section 21 companies like ours have automatically become.

The new Act also offers organisations such us ours opportunities to simplify some of the ways we have been running. You may also know that we are required by SARS to amend our founding document, in order to comply with the requirements for our tax exempt status.

In order to achieve both of these things, we will adopt a new ‘Memorandum of Incorporation’ which will replace our previous Memorandum and Articles of Association and Constitution.

The Board has been through a process of seeking legal advice, and having a document drafted which we feel is true to the history of our organisation, reflects our current vision, suits how our organisation is administered, and also complies with both the new Companies Act and the Income Tax Act.

A copy of this document is enclosed for your perusal.

Attached is a voting form which will allow you to vote on this important special resolution to adopt the new Memorandum of Incorporation, without having to attend a meeting.

This letter serves as official notice under the Companies Act that the board of directors of the Company has resolved to submit the special resolutionset out in the voting form annexed to this notice (“the Resolution”) to you in your capacity as official representative of a member organisationof the Company, to be considered and voted on in writing in terms of the new procedure set out in section 60 of the Companies Act.

  1. The board of directors of the Company has resolved that the record date for the purpose of voting on the Special Resolution (being the date on which a member must be registered in the Company’s register of members in order to vote on the Special Resolution) shall be the date of this notice.
  1. In terms of section 65(2) of the Companies Act, the board of directors of a company may propose a resolution to be considered by members and may determine whether that resolution will be considered at a meeting, or by vote, or written consent, in terms of section 60 of the Companies Act.
  1. Section 60(1) of the Companies Act provides that a resolution that could be voted on at a members’ meeting may instead be submitted for consideration to the voting members, and voted on in writing by such members within 20 business days after the resolution was submitted to them.
  1. Section 60(2) of the Companies Act provides that a resolution contemplated in section 60(1) will have been adopted if it is supported by persons entitled to exercise sufficient voting rights for it to have been adopted as an ordinary or special resolution, as the case may be, at a properly constituted member’ meeting and, if adopted, has the same force and effect as if it had been approved by voting at a meeting.

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Please could you exercise your vote in this matter by completing and signing the voting form as indicated, and returning it to us, by email, post or hand delivery, atany of the following addresses:

a) Physical address: NSTF, Building 33, Room S140, c/o CSIR Campus, Meiring Naude Drive, Brummeria, Pretoria

b) Postal address: NSTF, P.O Box 9823, Pretoria, 0001

c) Email:

Please could you return the voting form within 20 business days of the date you received this Notice(excluding the date of receipthereof, and including the last day of the 20 business day period).

You will be informed of the outcome of the vote within 10 days of the receipt of all of the votes, or the expiry of 30 days from date of this notice, whichever occurs sooner.

We appreciate your time and attention given to this important matter, and look forward to receiving your votes.

Director: Jansie Niehaus

Date:1 October 2015

PS: Note the voting form on page 3

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Voting Form in terms of section 60 of the Companies Act, 71 of 2008, as amended(“Companies Act”)

I/We

______

(please print full names)

Of [NSTF Member Organisation]______

Of ______

______

(please state full address)

being a member ofNATIONAL SCIENCE AND TECHNOLOGY FORUM (RF) NPC, hereby vote as follows:

(insert an ‘X’ in the relevant column)

SPECIAL RESOLUTIONS: / AGAINST / ABSTAIN / APPROVE
  1. “That the memorandum and articles of the company and ‘constitution’ be substituted with the new memorandum of incorporation”;
  1. ”That the objects of the company be amended to those contained in the new memorandum of incorporation, which are the same objects as those in the document adopted as a ‘constitution’ and which are:
“To advance, promote and protect the common interests of its members relating to science and technology; to encourage and promote the general restructuring and advancement of science and technology, and to support the development of an integrated science and technology system which reflects the principles inherent in a free and democratic South Africa. ”
  1. “That the restrictions on powers of the company as contained in the new memorandum of incorporation be noted and registered in terms of s15(2)(b) of the Companies Act.”

ORDINARY RESOLUTIONS:
  1. That the removal of MDP SEKRETARIELE DIENSTE as company secretary is accepted and the change registered with the Companies and Intellectual Properties Commission CIPC;

Signed at ______on ______2015

Signature: ______

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