| (1) | A company may issue options for the allotment or subscription of authorised shares or other securities of the company. |
| (2) | The board of a company must determine the consideration or other benefit for which, and the terms upon which— |
| (a) | any options are issued; and |
| (b) | the related shares or other securities are to be issued. |
| (3) | A decision by the board that the company may issue— |
| (a) | any options, constitutes also the decision of the board to issue any authorised shares or other securities for which the options may be exercised; or |
| (b) | any securities convertible into shares of any class, constitutes also the decision of the board to issue the authorised shares into which the securities may be converted. |
| (a) | was present at a meeting when the board approved the granting of an option or a right as contemplated in this section, or participated in the making of such a decision in terms of section 74; and |
| (b) | failed to vote against the granting of the option or right, despite knowing that any shares— |
| (i) | for which the options could be exercised; or |
| (ii) | into which any securities could be converted, |
had not been authorised in terms of section 36.
