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AFRICAN DAWN ANNUAL REPORT 14

Notice of Annual General Meeting continued 1.4. SPECIAL RESOLUTION NUMBER 4 – FINANCIAL ASSISTANCE FOR ACQUISITION OF SHARES IN A RELATED OR INTERRELATED AFRICAN DAWN 8 2 ANNUAL REPORT 2014 COMPANY Resolved that in terms of section 44(3)(a)(ii) of the Companies Act of 2008 (Act 71 of 2008), as amended (“the Companies Act”), as a general approval, that the board of the Company be and is hereby authorised to approve that the Company provides any direct or indirect financial assistance (“financial assistance” will herein have the meaning attributed to it in section 44(1) and 44 (2) of the Companies Act), that the board of the Company may deem fit to any company or corporation that is related or inter-related to the Company (“related” or “inter-related” will herein have the meaning attributed to it in section 2 of the Companies Act) and/or to any financier who provides funding by subscribing for preference shares or other securities in any company or corporation that is related or inter-related to the Company, on the terms and conditions and for amounts that the board of the Company may determine for the purpose of, or in connection with the subscription of any option, or any shares or other securities, issued or to be issued by a related or inter-related company or corporation, or for the purchase of any shares or securities of a related or inter-related company or corporation, provided that the aforementioned approval shall be valid until the date of the next annual general meeting of the Company. Explanation The reason for and effect of special resolution number 4 is to grant the directors the authority until the next annual general meeting to provide financial assistance to any company or corporation which is related or inter-related to the Company for the purpose of or in connection with the subscription or purchase of options, shares or other securities in any such related or inter-related company or corporation. This means that the Company is authorised, inter alia, to grant loans to its subsidiaries and to guarantee and furnish security for the debt of its subsidiaries where any such financial assistance is directly or indirectly related to a party subscribing for options, shares or securities in its subsidiaries. 2. ORDINARY RESOLUTIONS To consider and, if deemed fit, to pass, with or without modification, the following ordinary resolutions. The percentage of voting rights that will be required for the adoption of each ordinary resolution is the support of more than 50% (fifty percent) of the voting rights exercised on the resolution. In the case of ordinary resolution number 12 the JSE Listings Requirements prescribe a 75% (seventy five percent) majority vote. 2.1 ORDINARY RESOLUTION NUMBER 1 – RE-ELECTION OF MR E VAN HEERDEN AS A DIRECTOR To re-elect, Mr E van Heerden who, in terms of Clause 30.2 of the Company’s Memorandum of Incorporation, retires by rotation at this annual general meeting but, being eligible to do so, offers himself for re-election. Note: The curriculum vitae of Mr E Van Heerden is provided on page 10 of the integrated annual report. 2.2 ORDINARY RESOLUTION NUMBER 2 – RE-ELECTION OF MS A BÖHMERT AS A DIRECTOR To re-elect, Ms A Böhmert who, in terms of Clause 30.2 of the Company’s Memorandum of Incorporation, retires by rotation at this annual general meeting but, being eligible to do so, offers herself for re-election. Note: The curriculum vitae of Ms A Böhmert is provided on page 10 of the integrated annual report. 2.3 ORDINARY RESOLUTION NUMBER 3 – RE-ELECTION OF MR S ROPER AS A DIRECTOR To re-elect, Mr S Roper who, in terms of Clause 30.2 of the Company’s Memorandum of Incorporation, retires by rotation at this annual general meeting but, being eligible to do so, offers himself for re-election. Note: The curriculum vitae of Mr S Roper is provided on page 10 of the integrated annual report. 2.4 ORDINARY RESOLUTION NUMBER 4 – RE-ELECTION OF MS H HICKEY AS A DIRECTOR To re-elect, Ms H Hickey who, in terms of Clause 29.3.6 of the Company’s Memorandum of Incorporation, retires by rotation at this annual general meeting but, being eligible to do so, offers herself for re-election. Note: The curriculum vitae of Ms H Hickey is provided on page 9 of the integrated annual report. 2.5 ORDINARY RESOLUTION NUMBER 5 – RE-ELECTION OF MR W GROENEWALD AS A DIRECTOR To re-elect, Mr W Groenewald who, in terms of Clause 29.3.6 of the Company’s Memorandum of Incorporation, retires by rotation at this annual general meeting but, being eligible to do so, offers himself for re-election. Note: The curriculum vitae of Mr W Groenewald is provided on page 9 of the integrated annual report.


AFRICAN DAWN ANNUAL REPORT 14
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