Agenda for Instant Web Pty Ltd 2021 meeting

MEETING RECORDING CAN BE ACCESSED HERE:

https://drive.google.com/file/d/1Q7vvhRprFgYQS9ZqdkDJiHnRSH8DS8iI/view?usp=sharing 

RESULT OF VOTING:

https://docs.google.com/spreadsheets/d/1kIjOKXKwuhLrIH8KnV2qM9tcdPHQUrTF1Um-WBxKuns/edit?usp=sharing

Total voting of meeting exceeded 75% and the process for the resolutions are implementing as planned.

 

2021 Yearly Shareholders Meeting of Instant Web (Pty) Ltd Agenda.

Documents related to this meeting can be downloaded here:

https://drive.google.com/drive/folders/1n761jzgcXA91OvkFGFrsKVxyGJJQLowV?usp=sharing 

Date of meeting: 22 April 2020

Time of meeting: 20h00

Director: P.S. Rubeus

Chairperson: P.S. Rubeus

Method of meeting: Online (meeting address will be send via Telegram to all of the investors 1 hour before the meeting start)

Attendance and voting will be recorded on the meet.google.com platform.

People that are not on the shareholders list will not be allowed in the meeting.

No person can vote when not present at the meeting. If you cannot or do not want to attend the meeting, please complete the voting form and send it to This email address is being protected from spambots. You need JavaScript enabled to view it. with your vote.

The following rules apply to this meeting:

1. Proxy voting will not be allowed. You need to vote on the voting form if you cannot attend the meeting. If you are under age, your parent must submit on your behalf.

2. Voting will happen directly after each resolution discussion and presented in as a polling.

3. Decisions are final and you will receive the minutes of the meeting with the resolutions that has been approved/disapproved.

Agenda for the yearly meeting:

Summary:

1. 2021 Financials

2. Deployment of bot platform

3. Implementation of OTC Platform

4. Registration and issuing of ordinary no par value shares

5. Dividend share percentages for preference shareholders

6. Selling of 51% to other companies 

7. Director salaries and appointment of a board of directors

 

1. 2020 Financial year

Financials has been prepared by Mr. Mohamed Omar, signed off by Mr. Paul Peens and are attached to the email send to you for review and under the download directory. No dividends are declared for the year 2020. 2020 posed severe challenges for any business to survive in the lockdown that was caused by the Covid pandemic and still poses a big threat for any small to medium sized business. Instant Web (Pty) Ltd is one of the businesses that survived this year but not without loss of income, clients and business. The pandemic caused that every aspect of the companies proposed implementation methods and proposals be revisited and taken back to the drawing board. This resulted in the severe change to adapt to online only technology that are in the hands of every user. 

From this decisions, the online bot platform realized our dreams and created the potential to become a big business driver worldwide and the solution it offers will set Instant Web (Pty) Ltd for success. With the partnerships reached with 5 major technological companies that are the driving force behind the newest inventions, Instant Web (Pty) Ltd was able to change our path with very little cost to build such innovative and easy to use solution that Instant Web (Pty) Ltd own the rights for now.

I am very positive that we, at last, found the way that will make Instant Web (Pty) Ltd a company that will drive innovation and business processes without having to ever fear pandemics or many other challenges most businesses must deal with every day. The form Instant Web (Pty) Ltd took can be changed with a few lines of code.
Instant Web Solutions you can Trust is the new kid on the block that will change the way people think and interact in the fourth industrial revolution.

No voting will be required for Point 1.

2. Implementation of the BOT Platform: IWAIA (Instant Web Artificial Intelligence Agent Platform)

The Bot Platform can be accessed here: https://app.instantweb.bot. It was deployed on the 1st of April 2021 and training commenced shortly thereafter. The completion of the training is 22nd April 2021. There are several manual tasks that require completion of which the most important is the integration to Instant Billing platform which will be completed by 10 May 2021 at the cost of R165 000. This will ensure that all work done is traced by the time and task manager, packages being billed automatically and interactions bought and topped up in real time. The marketing is however 1 month late due to some issues regarding the capacity integration, packages formation and other relevant information.

Advertising of the platform will commence on the 15th May 2021 to all businesses and invitations to build your own bot for free will commence.

The knowledgebase is still being integrated into the IWAIA bot: https://t.me/IWAIABOT due to the extend load of information that require data capturing. This will be completed by end of May 2021.

Cost of the bot platform:

1. International license fee:

Paid in Dollar quarterly: $2490 (Includes unlimited bandwidth and storage on AWS EC1 Nodes as well as the server maintenance administrators which in fact are far less as to appoint and train our own server administrators. Engati is appointed as server and bot platform administrators and the signed contract can be obtained from the Head Office.

2. Interaction fees:

Paid monthly: $0.002c (R0.03c) up to 500 000 interactions and $0.001 (R0.01.5c) over the 500000 interactions.
This include the hosting fees and bandwidth usage for an unlimited bot deployments. In simple terms, this make it possible to host a billion bots with no extra cost.

3. WhatsApp number fee: $100 (This is charged by WhatsApp per verified number issued)

4. WhatsApp template fee: $0.045 after 24 hour reply window

5. Developer fee: $32 We currently have available 550 bot developers at our exposal. We can increase this to 1500 within 1 month. It enables Instant Web (Pty) Ltd to not have to train and appoint our own developer teams and make it possible to deploy worldwide.

Save for the international license fees to operate in 148 countries, there is no other expense for the platform which is a huge benefit at a minimalistic fee.

Special Resolution 1/4/21: Approval of license fees for the Bot Platform.

VOTING ARE POLLING 1
VOTE OPTIONS: YES / NO / STAY OUT OF VOTE

 

3. Implementation of the OTC Platform

Special Resolution number 2/4/21 require voting to approve the cost to the shareholders and the cost to Instant Web (Pty) Ltd including the acceptance to deploy an online trading platform to enable shareholders to trade in their shares at any time.

Download the proposed contract with changes requested, including the cost of the platform here.

Cost of the OTC Platform:

1. Implementation, branding and deployment: R34500

2. Monthly base cost: R6900 (This includes the team that will handle telephonic inquiries, taking of instructions, FICA, RICA, etc.)

3. Monthly shareholder cost: R57.50 (there are other cost such as sms, emails, re-issuing of certificates, etc)

The platform will enable shareholders to buy or sell shares from Instant Web (Pty) Ltd, between themselves and for new investors and will legalize public trade of shares. It will ensure that Instant Web (Pty) Ltd is compliant by the time that the company list on the open exchange EESE (Easy Equities) for shareholder shares to become a listed share.

Both preference and ordinary shares can be traded on the OTC platform.

What entails OTC: Trading of shares on a permitted over the counter trade platform for unlisted shares as per the Financial Services Board and the Company Act 2008.
Cost of using this service and appointing Singular Systems as the company secretary: See Contract
OTC Listing dates: Implementation start 1 May 2021, official trading starts on 1 June 2021.
Listing officially on an trade exchange: 1 May 2023 on the EESE Exchange or known as easyequities.co.za
How to buy/sell shares: This will be provided by Singular Systems to every shareholder.
A dedicated team of consultants will be available for shareholders to call/email instructions.

Cost of listing per user: It is proposed that every shareholder pay a monthly fee of R99 to cover the cost of the OTC.

Special Resolution 2/4/21: Approval of OTC Platform

VOTING ARE POLLING 2
VOTE OPTIONS: YES / NO / STAY OUT OF VOTE

 

4. Issuing of ordinary no par value shares

Instant Web (Pty) Ltd will register an additional 2000 Million ordinary par value shares. Existing shareholders will be issued equal ordinary shares for the quantity of preference shares hold. It simply means that if you hold 1000 preference shares you will receive 1000 ordinary shares. It ensure that your current shares do not loose value.

The ordinary shares will take over the voting rights as per Companies Act 2008. Thus, the quantity of ordinary shares will then determine your number of votes you have in Instant Web (Pty) Ltd.

The preference shares you hold in Instant Web (Pty) Ltd currently hold your voting right as per the memorandum of incorporation. The preference shares can be converted into ordinary shares but you will lose the same percentage of monthly income derived from your preference shares.

Ordinary shares will not earn monthly payments and only earn yearly dividends if declared by Instant Web (Pty) Ltd.

The change will be added to the Memorandum of Incorporation and will include the ordinary no par value shares which will hold the voting rights as well. Changes will be amended at CIPC with the resolution approval.

Special Resolution 3/4/21: Approval for issuing of ordinary no par value shares

VOTING ARE POLLING 3
VOTE OPTIONS: YES / NO / STAY OUT OF VOTE

 

5.  Dividend share percentages for preference shareholders

Shareholders will receive preference ranking according to the time of investment. This is implemented due to the fact that some of the shareholders invested a long time ago and before the company were actually able to deploy and generate enough income to afford its operations and remunerate shareholders. This means if you invested in 2018 you will get preference over shareholders that invested in 2021.

The proposal at table is that the existing shareholders prior to 2020's percentage of monthly dividend would be calculated at 3% of the total monthly turnover and paid every month on the 15th of the following month. Shareholders joining Instant Web after December 2020 monthly dividend to be set at 2% of the total monthly turnover and paid every month on the 15th of the following month.


Furthermore, the existing referral system will be deactivated and only existing affiliates will earn money for referrals. No new Affiliates will be accepted and the function will be disabled for affiliates. This function will become the shareholders earning and withdrawal platform.

The percentage of income sharing will be reviewed every year.

The company plan to start its first payout calculation at the end of November 2021 with the first payments to shareholders 15 December 2021 and every month thereafter.

Tax will be deducted from payments exceeding the tax threshold of R83000. It will be your duty to declare any income to SARS.

Normal Resolution 4/4/21: Approval of dividend payments

VOTING ARE POLLING 4
VOTE OPTIONS: YES / NO / STAY OUT OF VOTE

 

6. Selling of 51% to outside companies 

In the download section an offer has been made by Total GEO Spatial Information Systems (Pty) Ltd (TGIS) to purchase 51% ownership of Instant Web (Pty) Ltd and its shareholders.

There is a small change in this offer which split the offer between UsoKhumalo (Pty) Ltd who want to acquire 49% (980 million shares) and Total GEO Spatial Information Systems (Pty) Ltd (TGIS) who want to acquire 2% (40 Million shares).

This require that all of the shareholders are informed and given a chance to vote on this.

What it means is that Instant Web (Pty) Ltd effectively will be owned by UsoKhumalo and TGIS and no longer by MC Heritage Trust.

The amount proposed is at R0.10c per share that equals R100 Million Rand paid over a six month period.

This offer was not accepted by the major shareholders who hold more than 75% of the voting rights, neither by me as the director of the company of Instant Web (Pty) Ltd and it is now placed before all shareholders to vote for or against it.

The fact of the matter is that the money can excel the company deployment by 1000 fold, enable us to appoint a complete board of directors and the necessary personnel to handle all of the services of Instant Web (Pty) Ltd. If not accepted, the company will deploy as per the 5 year financial forecast.

It also bring the necessary Level 2 BBEEE component that will enable Instant Web (Pty) Ltd to render services to any government section.

It will effectively change the share price to be over R10 per share.

Although the major part of this vote are in the hands of Mr. Rubeus and Mrs. Cooper, major shareholders and Trustees of MC Heritage Trust, whos combined vote exceeds 75% of the total vote, the decision is placed in your hands to influence the decision.

Special Resolution 5/4/21: Selling of a combined 51% of Instant Web (Pty) Ltd

VOTING ARE POLLING 5
VOTE OPTIONS: YES / NO / STAY OUT OF VOTE

 

7. Director salaries and appointment of a board of directors

Mrs. C Cooper was acting director until 13/03/2018

Mr. Paul Peens who was acting director of Instant Web (Pty) Ltd until 1 March 2020

Mr. Rubeus who is current acting director of Instant Web (Pty) Ltd.

Since the inception of Instant Web (Pty) Ltd June 2017, none of the directors received remuneration for services rendered and with the deployment of the bot platform this require that the directors receive the owed salaries at market price. The current salary scale of directors in South Africa can be reviewed here:

https://www.payscale.com/research/ZA/Job=Managing_Director/Salary 

and for the time that the directors was in service the minimum salaries are owed and paid from the available pool of investor funds.

With this resolution, a board of directors will be appointed to take over all tasks from Mr. Rubeus before the end of July 2021 and the task of this board of directors will be to implement and deploy Instant Web (Pty) Ltd as a public company, including, but not limited to what drive Instant Web (Pty) Ltd to a highly profitable company of the future. Directors are already being identified and will be communicated to the existing shareholders.

Thank you for your time and patience.

This meeting is adjourned and the approved resolutions will be made available on the link provided above.

 

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