Page 86

AFRICAN DAWN ANNUAL REPORT 14

Notice of Annual General Meeting continued 2.6 ORDINARY RESOLUTION NUMBER 6 – APPOINTMENT OF MR H HICKEY TO THE AUDIT AND RISK COMMITTEE Pursuant to the requirements of section 94(2) of the Companies Act, but subject to the passing of ordinary resolution number 4 above, to appoint Mr H Hickey, a non-executive, independent director of the Company, as a member and Chairperson of the Audit and Risk Committee until the next annual general meeting. Note: The curriculum vitae of Ms H Hickey is provided on page 9 of the integrated annual report. 2.7 ORDINARY RESOLUTION NUMBER 7 – APPOINTMENT OF MS V LESSING TO THE AUDIT AND RISK COMMITTEE Pursuant to the requirements of section 94(2) of the Companies Act to appoint Ms V Lessing, a non-executive independent director of the Company, as a member of the Audit and Risk Committee until the next annual general meeting. Note: The curriculum vitae of Ms V Lessing is provided on page 9 of the integrated annual report. 2.8 ORDINARY RESOLUTION NUMBER 8 – APPOINTMENT OF MR J VAN ZYL TO THE AUDIT AND RISK COMMITTEE Pursuant to the requirements of section 94(2) of the Companies Act to appoint Mr J van Zyl, a non-executive independent director of the Company, as a member of the Audit and Risk Committee until the next annual general meeting. Note: The curriculum vitae of Mr J Van Zyl is provided on page 9 of the integrated annual report. 2.9 ORDINARY RESOLUTION NUMBER 9 – APPOINTMENT OF THE INDEPENDENT REGISTERED AUDITOR Pursuant to the requirements of section 90(1) read with section 61(8)(c) of the Companies Act, and as nominated by the Company’s Audit and Risk Committee, to confirm the re-appointment of Grant Thornton as independent auditors of the Company for the financial year ending 28 February 2015, with Mr E Dreyer being the individual registered auditor who has undertaken the audit of the Company for the ensuing financial year and to authorise the Audit and Risk Committee to determine the auditor’s remuneration. 2.10ORDINARY RESOLUTION NUMBER 10 – ENDORSEMENT OF THE REMUNERATION POLICY Resolved that the shareholders endorse, on a non-binding advisory basis, the Remuneration Policy of the Company. Note: King III recommends that the Company’s remuneration policy (which appears on pages 14 to 15 of the integrated annual report) be tabled to shareholders for a non-binding advisory vote at each annual general meeting. 2.11ORDINARY RESOLUTION NUMBER 11 – CONTROL OF AUTHORISED BUT UNISSUED ORDINARY SHARES Resolved that the authorised but unissued ordinary shares in the capital of the Company be and are hereby placed under the control and authority of the directors of the Company (“directors”) and that the directors be and are hereby authorised and empowered to allot/issue and otherwise dispose of all or any of such ordinary shares, or to issue any options in respect of all or any of such ordinary shares, to such person/s on such terms and conditions and at such times as the directors may from time to time and in their discretion deem fit, subject to the provisions of sections 38 and 41 of the Companies Act, the Memorandum of Incorporation of the Company and the JSE Listings Requirements as amended from time to time, such authority to remain in force until the next annual general meeting. 2.12ORDINARY RESOLUTION NUMBER 12 – APPROVAL TO ISSUE ORDINARY SHARES, AND TO SELL TREASURY SHARES, FOR CASH Resolved that the directors of the Company and/or any of its subsidiaries from time to time be and are hereby authorised, by way of a general authority, to: 2.12.1 Issue all or any of the authorised but unissued ordinary shares in the capital of the Company, or to allot, issue and grant options to subscribe for, all or any of the authorised but unissued ordinary shares in the capital of the Company; and/or 2.12.2 Sell or otherwise dispose of or transfer, or issue any options in respect of, ordinary shares in the capital of the Company purchased by subsidiaries of the Company, for cash, to such person/s on such terms and conditions and at such times as the directors may from time to time in their discretion deem fit, subject to the Companies Act, the Memorandum of Incorporation of the Company and its subsidiaries and the JSE Listings Requirements from time to time. Note: The JSE Listings Requirements currently provide, inter alia, that: • the securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue; • any such issue may only be made to “public shareholders” as defined in the JSE Listings Requirements and not to AFRICAN DAWN 8 3 ANNUAL REPORT 2014 related parties;


AFRICAN DAWN ANNUAL REPORT 14
To see the actual publication please follow the link above