1. Introduction
This Shareholders' Agreement ("Agreement") governs the terms and conditions applicable to any person who acquires ordinary shares in FreshSource Dairy (Pty) Ltd ("the Company").
By selecting "I Agree" during the online share subscription process, the shareholder confirms that they have read, understood and agree to be bound by this Agreement, the Company's Memorandum of Incorporation (MOI), and all applicable laws of the Republic of South Africa.
2. About the Company
FreshSource Dairy (Pty) Ltd is a South African dairy processing company established to produce quality dairy products while creating long-term value through responsible business growth.
The Company is professionally managed by EquityHub Partners (Pty) Ltd, an Authorised Financial Services Provider (FSP No. 55889), which provides investment administration, corporate governance support and strategic management services.
3. Share Subscription
3.1 Shares are offered at the subscription price published on the Company's official website or approved subscription documentation.
3.2 Shares are issued only after the Company confirms receipt of payment or approves an agreed payment arrangement.
3.3 The Company will maintain an electronic share register reflecting each shareholder's holdings.
3.4 Share ownership becomes effective only after the Company has accepted the subscription and issued the relevant shares.
4. Shareholder Rights
Subject to the Companies Act, the Company's MOI and this Agreement, shareholders are entitled to:
• Own ordinary shares issued by the Company.
• Participate in shareholder meetings where applicable.
• Vote on matters reserved for shareholders under applicable law.
• Receive dividends if declared by the Board.
• Receive communications relating to their investment.
• Share in distributions on liquidation according to their shareholding and applicable law.
5. Dividends
5.1 Dividends are not guaranteed.
5.2 Any dividend will be declared solely at the discretion of the Board of Directors and only where permitted by the Companies Act and supported by the Company's financial position.
5.3 Future business performance, profitability and cash flow will determine whether dividends are declared.
6. Transfer of Shares
6.1 Any proposed transfer of shares shall comply with the Company's MOI and applicable law.
6.2 The Company may have a right of first refusal to purchase shares before they are transferred to another person, where provided for in the MOI or other applicable agreements.
6.3 No transfer is effective until recorded in the Company's share register.
7. Management and Governance
7.1 The Company is managed by its Board of Directors.
7.2 EquityHub Partners provides professional management, financial administration and corporate governance support under separate management arrangements.
7.3 Shareholders acknowledge that day-to-day operational decisions are made by management and the Board.
8. Shareholder Obligations
Each shareholder agrees to:
• Comply with this Agreement and the Company's MOI.
• Provide accurate and complete information.
• Notify the Company of changes to their contact details.
• Act in good faith towards the Company.
• Refrain from conduct that materially prejudices the Company.
9. Confidentiality
Shareholders shall keep confidential all non-public information relating to the Company's business, finances, operations, customers and commercial strategies unless disclosure is required by law or authorised by the Company.
10. Electronic Communication
The shareholder agrees that notices, reports, statements and other communications may be delivered electronically using the email address or mobile number supplied during the subscription process.
Electronic records shall be deemed received once successfully transmitted.
11. POPIA Consent
The shareholder consents to the Company collecting, processing, storing and using personal information for purposes including:
• Share administration.
• Regulatory compliance.
• Communication with shareholders.
• Dividend administration, where applicable.
• Verification of identity.
• Record keeping.
Personal information will be processed in accordance with the Protection of Personal Information Act, 2013 (POPIA).
12. Risk Disclosure
The shareholder acknowledges that:
• An investment in a private company involves commercial and financial risk.
• The value of shares may increase or decrease over time.
• Past performance does not guarantee future performance.
• Dividends are not guaranteed and depend on the Company's financial performance and Board approval.
• The shareholder has had an opportunity to seek independent legal, tax and financial advice before investing.
13. Default
Where a shareholder fails to comply with this Agreement or applicable law, the Company may exercise any rights available under the MOI, this Agreement or South African law after following any required notice procedures.
14. Limitation of Liability
Except where prohibited by law, the Company, its directors, officers and authorised service providers shall not be liable for losses arising from normal commercial risks associated with operating the business.
Nothing in this Agreement limits liability arising from fraud, wilful misconduct or any liability that cannot lawfully be excluded.
15. Amendments
The Company may amend this Agreement from time to time where permitted by law.
The latest version published on the Company's official website will apply to future subscriptions. Existing shareholders will be notified of material amendments where required by law.
16. Dispute Resolution
The Parties will first attempt to resolve any dispute through good-faith negotiations.
If the dispute cannot be resolved, it may be referred to mediation and, if necessary, arbitration in accordance with the rules of the Arbitration Foundation of Southern Africa (AFSA), unless the Parties agree otherwise.
17. Governing Law
This Agreement shall be governed by the laws of the Republic of South Africa.
18. Acceptance
By selecting "I have read and agree to the Shareholders' Agreement" and submitting the online subscription application, the shareholder confirms that:
• They have read and understood this Agreement.
• They agree to be legally bound by its terms.
• The information provided in their application is true and correct.
• They understand the risks associated with investing in the Company.
• They consent to the electronic execution of this Agreement and acknowledge that their electronic acceptance constitutes a legally binding agreement to the extent permitted by applicable law.