Notice of Annual General Meeting AFRICAN DAWN 7 9 ANNUAL REPORT 2014 AFRICAN DAWN CAPITAL LIMITED Incorporated in the Republic of South Africa Registration number 1998/020520/06 ISIN: ZAE000060703 NOTICE OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS If you are in any doubt as to what action you should take in respect of the following resolutions, please consult your Central Securities Depository Participant (“CSDP”), broker, banker, attorney, accountant or other professional adviser immediately. Notice is hereby given that the annual general meeting of shareholders of African Dawn Capital Limited (“the Company” or “the Group”) will be held on Friday, 12 December 2014, at 09:00 at the Company’s offices at 202 Waterfront Terraces, Waterfront Road, Tygervalley Waterfront, Bellville, 7530, Western Cape, for the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions set out hereafter. PURPOSE The purpose of the annual general meeting is to transact the business set out in the agenda below. AGENDA • Presentation of the audited annual financial statements of the Company, including the reports of the directors and the audit and risk committee for the year ended 28 February 2014; and • To consider and, if deemed fit, approve, with or without modification, the following special and ordinary resolutions: 1. SPECIAL RESOLUTIONS To consider and, if deemed fit, to pass, with or without modification, the following special resolutions. The percentage of voting rights that will be required for the adoption of each special resolution is the support of at least 75% of the voting rights exercised on the resolution. 1.1 SPECIAL RESOLUTION NUMBER 1 – NON-EXECUTIVE DIRECTORS’ FEES Resolved as a special resolution that, unless otherwise determined by the Company in general meeting, the following annual fees payable by the Company to its non-executive directors for their service as directors, with effect from 1 March 2014, are approved: Fee for the year Proposed for the year ended 28 February 2014 ending 28 February 2015 R R HH Hickey 150 000 120 000 WJ Groenewald 150 000 - JK van Zyl 90 000 - V Lessing 80 000 120 000 WN Luhabe 40 000 - L Taylor 60 000 - CF Wiese 70 000 - SM Roper - 100 000 Explanation Section 66(9) of the Companies Act, Act 71 of 2008, as amended (“the Companies Act”), requires that a company may pay remuneration to its directors for their services as directors only in accordance with a special resolution approved by the shareholders within the previous two years. The reason for, and effect of, special resolution number 1 is to grant the Company the authority to pay fees to its non-executive directors for their services as directors. The non-executive directors’ fees have been increased to align with similar sized companies listed on the JSE Limited (“JSE”).
AFRICAN DAWN ANNUAL REPORT 14
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