MEMORANDUM OF ASSOCIATION

1. Name
   The name of the Company is the Audit Bureau of Circulations of South Africa. It is incorporated under section 21 of the Companies Act [Act No 61 of 1973] as a company limited by guarantee. The shortened name of the Company is: A B C.
2. Objects
   1. Purpose Describing Main Business
      The main object of the A B C is to promote the interests of the bipartite grouping (of advertisers and advertising agencies, on the one hand and media owners, on the other) in the buying and selling of advertising and promotional material, by providing accurate and comparable circulation figures, fully and fairly disclosed. This is achieved through agreement on auditing standards, on the certificates and on the reports submitted.
   2. Main Object
      The main business of the A B C is to promote the interests of the bipartite grouping in the buying and selling of advertising and promotional material, by providing accurate and comparable circulation figures, fully and fairly disclosed. This is achieved through agreement on auditing standards, on the certificates and on the reports submitted.
   3. Ancillary Objects Excluded
      In terms of Section 33 (1) of the Act, the specific ancillary objects, which are not in accordance with the main objects of the company, including trading of any nature whatsoever, are excluded.
3. Subscribers to the Memorandum
   The subscribers to the memorandum of association shall be the Guarantors, who will be appointed by the Constituent Bodies representing the interest of the Bipartite Grouping. The purpose of this is to give proportional and fair representation to all stakeholders.
4. Powers
   1. Special Limitation on Powers
      Powers (a), (b) and (c) as set out in Schedule 2 to the Act shall be exercised only in accordance with the main object of the Company.
   2. Specific Powers

      The specific powers or part of any powers of the Company, which are excluded from the plenary powers set out in Schedule 2 to the Act, are Powers (p), (q) and (s)

      The specific powers or part of any specific power of the Company set out in Schedule 2 of the Act, if any, which are qualified:

      Power (k) to be modified to read as follows: -“To form and to have an interest in any company or companies provided such company or companies have objects similar to the objects of the Company and that such company or companies are also exempt from the payment of Income Tax in terms of Section 10 (1) (cB) (I) (cc) of the Income Tax Act, for the purpose of acquiring the undertaking or all or any of the assets or liabilities of that company or companies or for any other purpose which may seem, directly or indirectly, calculated to benefit the Company, and to transfer to any such company or companies the undertaking, or all, or any assets or liabilities of the Company.”

      Power (1) to be modified to read as follows: -"To amalgamate with other companies provided such other companies have objects similar to the objects of the Company and that such companies are also exempt from the payment of income tax in terms of Section 10(l)(cB)(I)(cc) of the Income Tax Act, 1962."

      Power (m) to be modified to read as follows: -"To take part in the management, supervision and control of the business or operation of any other company or business and to enter into partnerships provided such company, business or partnership has objects similar to the objects of the Company and that such company, business of partnership is also exempt from the payment of income tax in terms of Section 10(1)(cB)(I)(cc)."

      Power (n) to be modified to read as follows: - "To remunerate any person or persons in cash for services rendered in its formation or in the development of its business."

      Power (o) to be modified to read as follows: - “To make donations except to Guarantors or Directors, only in accordance with the main object of the Company.” Power (r) to be modified to read as follows: -"To pay gratuities and pensions and establish pension schemes, in respect of its employees."

5. Conditions
   The following special conditions shall apply to the Company: -
   1. Income and Property
      The income and property of the Company, howsoever derived, shall be applied solely towards the promotion of its main object, and no portion thereof shall be paid or transferred directly, or indirectly, by way of dividend, bonus, or otherwise whatsoever; to the Guarantors of the Company or to its controlling or controlled company: Provided that nothing herein contained shall prevent the payment in good faith of reasonable remuneration to any officer or servant of the Company or to any Member thereof in return for any services actually rendered to the Company.
   2. Investments
      The funds of the Company shall be invested: • With a financial institution as defined in Section 1 of the Financial Institutions (Investment of Funds) Act, 1984; • In such other financial instruments as the Commissioner of Inland Revenue may approve.
   3. Winding Up
      Upon its winding up, deregistration or dissolution, the assets of the Company remaining after the satisfaction of all its liabilities, shall be given or transferred to some other association(s) or institution(s), which has objects the same, or similar to its main object, to be determined by the Guarantors of the Company at or before the time of its dissolution or, failing such determination, by a court. Such other associations or institutions must itself be exempt from income tax in terms of Section 10(l), (cB)(I)(cc) of the Income Tax Act, 1962.
   4. Activities
      The activities of the Company shall be directed wholly or mainly to the furtherance of its main object, as set out in clause 1.2.1.1 of this Memorandum.
      The Company shall not have the power to carry on any business, including, interalia, ordinary trading operations, dividend stripping activities as well as the letting of property on a systematic or regular basis.
6. Guarantee
   Liability of Guarantors is limited to a contribution to the assets of the Company, in the event of its being wound-up, while he is a Guarantor, or within one year after he has ceased to be a Guarantor, for payment of the debts and liabilities of the Company contracted before he ceased to be a Guarantor, to the amount of Rl-00 (one rand only).
7. Amendments and Changes
   No amendment of the Company's memorandum or articles shall be of any force or effect unless such amendment has been submitted to the Commissioner of Inland Revenue.