Assistant Company Secretary

**2. Background**

ENGIE's Hub for the Asia Middle East and Africa (AMEA) region is headquartered in Dubai. The region has activities in large scale power generation, water desalination, district cooling, energy solutions and renewables including green hydrogen, wind and solar. We act throughout the value chain: strategy, design, engineering, energy-efficient asset construction, digital platforms, operations management, financing syndication and outcome assurance. And, by using globally leading technologies, we create innovative energy and smart solutions that help to make the world a better place.

ENGIE is a substantial shareholder of entities building, owning and operating power stations in South Africa, including Aurora Wind Power (Pty) (RF) Ltd, Xina Solar One (Pty) (RF) Ltd, Kathu Solar Park (Pty) (RF) Ltd, Avon Peaking Power (Pty) (RF) Ltd and Dedisa Peaking Power (Pty) (RF) Ltd (the “Project Companies”). ENGIE, in its capacity as shareholder, provides support, including legal assistance, to such entities during the projects’ operational phase.

**3. Job Purpose**

The Assistant Company Secretary is accountable for supporting the Company secretary to ensure effective Company y Secretarial services to ENGIE Southern Africa, ENGIE Operating Companies, and other ENGIE entities, in accordance with the relevant regulations, through carrying out all corporate secretarial services required, guiding the Board members about the day-to-day management of their organizations, providing advice and support on all governance matters, legal and statutory requirements (from the company secretarial and corporate governance perspective).

The role will primarily report to the Company Secretary, under the supervision of the ENGIE Southern Africa General Counsel, who will act as the Assistant Company Secretary’s manager. Primary focus will be Southern Africa. However, it could include other countries across Africa.

**4. Key Responsibilities**

The Assistant Company Secretary will assist and support the Company Secretary in relation to the following key
responsibilities:
**Meetings Management**
- Development of the annual meeting plan
- Contributing to the setting of Board Meetings.
- Convening and servicing of Annual General Meetings.
- Preparation of notices for Board meetings, agendas and circulation thereof, liaising with management in that

respect.
- Preparation of notices for Shareholder meetings, agendas, proxies, and circulation thereof, liaising with

management in that respect.
- Ensuring that meetings are properly constituted.
- Attend meetings; prepare minutes and resolutions; prepare round robins as required.
- Implementation of board decisions and instructions.
- providing legal/financial advice during and outside of meetings.
- Stay abreast of industry developments, regulatory and legislative changes in relation to corporate governance

and provide proactive guidance inside and outside of meetings.

**Corporate Administration**
- Ensure that the Company’s statutory registers and other official related records/ documents are correct and up to

date.
- implementing procedural/administrative systems.
- Drafting of all company resolutions, obtain signatures and filing.
- Annual Returns submissions to CIPC.
- Registration of companies and filing of all changes with the CIPC (Appointments, Resignations and Change of

addresses and etc.).
- Preparation of share certificates and maintenance of share registers for all project companies.
- Administration for various committees and trusts.
- E-sec Administration.
- Prepare affidavits or other documents and maintain document file.
- Support for transactions (particularly M&A) in terms of due diligence and preparing documents for signing and

completion.

**Corporate Governance**
- Provide Corporate Governance Best Practice.
- Compliance with regulations and other governance codes.
- Ensure the correct constitution of the governance structures of the Company including the Executive Committee

and other Management Committees.
- Draft and update Delegation of Authority.
- Identify directors' development needs and ensure that there is an ongoing programme to keep directors well

informed of developments in the Companies Act, King IV and in respect of matters relevant to their responsibilities.
- Assisting with governance-related matters, including, but not limited to, King IV.
- Provide technical expertise, conduct research and provide guidance on standard company secretarial practices.
- Monitor and proactively research and advise on the impact of relevant legislation on the business and possible

impact on the business.
- Ensure compliance by company and Board with relevant legislation, internal policies and processes and ensuring

that failure to comply with relevant legislation are reported as required.

**General**
- Assist ENGIE Southern Africa General Counsel with legal admin when required for smooth running of the Legal

Department.
- Manage Stakeholder