NAMIBIA Law and Practice Contributed by: Professor Michael Katz, Wolf Wohlers, Karin Malherbe and Stefanie Busch, ENS Namibia (incorporated as Lorentz Angula Inc.)
being reserved for shareholders or a special major - ity of shareholders. The shareholders of a company have a broad discretion to include such sharehold - er reserved matters in the company’s shareholders agreement. 4.3 Shareholder Meetings Annual General Meetings Every company must hold an annual general meeting within 18 months after incorporation and thereafter within not more than nine months after the end of every ensuing financial year, or within not more than 15 months after the last annual general meeting. The annual general meeting must, inter alia: • receive from the directors an account of the com - pany’s business for the past financial year; • consider the annual financial statements; • deal with the appointment and removal of the audi - tor; and • deal with resolutions of which notice has been given to members. Convening of General Meetings General meetings may be convened on requisition of: • 100 members of the company or of members hold - ing at the date of the lodging of the requisition not less than one-twentieth of such of the capital of the company as at the date of the lodgement car - ries the right of voting at general meetings of the company; or • in the case of a company not having a share capital, 100 members of the company or of mem - bers representing not less than one-twentieth of the total voting rights of all the members having at that date a right to vote at general meetings of the company, within 14 days of the lodging of the requisition issue a notice to members convening a general meeting of the company for a date not less than 21 and not more than 35 days from the date of the notice. Notice Requirements Other than if requisitioned as set out above, an annual general meeting and meetings called for passing a special resolution require not less than 21 days’ notice
in writing. Other general meetings require not less than 14 days’ notice. Quorum Unless the articles of association of a company pro - vide otherwise: • three members constitute a quorum for a public company; • two members constitute a quorum for a private company, unless it has only one member; and • in the case of a wholly owned subsidiary, the rep - resentative of the holding company constitutes a quorum. Voting Every member has the right to vote at meetings of the company in respect of each share held. Resolutions are generally passed on a simple majority. Special resolutions require the passing of a resolution by not less than three-fourths of the votes of members present in person or by proxy. Shareholders may appoint proxies to attend, speak and vote on their behalf. 4.4 Shareholder Claims Oppression Remedy Section 260 of the Companies Act, 2004 provides that any member who complains that any particular act or omission of a company is unreasonably prejudicial, unjust or inequitable, or that the affairs of the company are being conducted in a manner unreasonably preju - dicial to them or to some part of the members, may apply to the court for an order under Section 260 of the Companies Act, 2004. If the court considers it just and equitable, the court may, with a view to bringing to an end the matters complained of, make an appropri - ate order, whether for regulating the future conduct of the company’s affairs or for the purchase of the shares of any members of the company by other members
or by the company. Derivative Actions
Section 274 of the Companies Act, 2004 provides that where a company has suffered damages or loss or has been deprived of any benefit as a result of any
514 CHAMBERS.COM
Powered by FlippingBook