In terms of section 41(3) of the South African Companies Act, 2008 (the Act), a special resolution is mandatory when issuing shares, convertible securities, or rights exercisable for shares, if the resultant voting power of the class of shares will be equal to or will exceed 30% of the total voting power of that class of shares.
It appears that the 30% threshold is calculated with reference to a particular class of shares rather than all of the issued shares in a company and does not apply to non-voting equity shares.
Section 41(3) safeguards against potential shifts in company control. Directors should take note that they may incur personal liability for breaches of section 41(3) in terms of s77 of the Act.