Under the Companies Act 71 of 2008, there is an exception to the requirement of voting on

shareholders resolutions at properly constituted meetings. This exception is known as the

written resolution process.

The written resolution process allows shareholders to pass resolutions without physically
gathering for a meeting. Shareholders can instead submit their votes in writing, typically via
email or postal mail. This provides a more efficient and convenient way for shareholders to
participate in decision-making processes.

However, certain conditions must be met for a written resolution to be valid under the Companies
Act. These conditions include:

1. Unanimous consent: All shareholders eligible to vote on the resolution must give their written
consent. If any shareholder does not provide consent, the written resolution process cannot be
used.

2. Time period: The written resolution must be circulated to all eligible shareholders, who should
have at least 20 business days to review and respond to the resolution.

3. Voting period: The written resolution should specify a period within which shareholders must
provide their consent. This period cannot be less than 10 business days from the date of
circulation of the resolution.

4. Record keeping: The company must keep a record of each written resolution, including the
text of the resolution, the date of circulation, and the response or consent received from each
shareholder. This record must be kept for at least 7 years.

It is important to note that certain specific resolutions may still require a physical meeting of
shareholders, as mandated by the Companies Act or the company's Memorandum of
Incorporation. Examples of such resolutions include those relating to changes in the company's
share capital, the amendment of the Memorandum of Incorporation or company's constitution, or
the voluntary winding up of the company.

Overall, the exception provided by the Companies Act 71 of 2008 allows for greater flexibility in
the decision-making process for shareholders by enabling them to vote on resolutions without
physically attending meetings.