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AFRICAN DAWN Annual Report 2016

Notice of Annual General Meeting of Shareholders African Dawn Capital Limited Imcorporated in the Republic of South Africa Registration number: 1995/020520/06 ISIN: ZAE000060703 Notice is hereby given of the annual general meeting of shareholders of African Dawn Capital Limited (“the Company or “the Group”) to be held at 202 Waterfront Terraces 1, Tygerwaterfront, 7530, on Tuesday, 18 October 2016, at 10:00 (“the Annual General Meeting”). 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. The board of directors of the Company (“the Board”) has determined that, in terms of section 62(3)(a), as read with section 59 of the Companies Act, 2008 (Act 71 of 2008), as amended (“Companies Act”), the record date for shareholders to be recorded on the securities register of the Company in order to receive Notice of the Annual General Meeting is Friday, 26 August 2016. Further the record date determined by the Board for the purposes of determining which shareholders of the Company are entitled to participate in and vote at the Annual General Meeting is Friday, 7 October 2016. Accordingly, the last day to trade Company’s shares in order to be recorded in the Register to be entitled to vote will be Tuesday, 4 October 2016. 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 29 February 2016. The annual report, of which this notice forms part, contains the summarised group financial statements and the aforementioned reports. The annual financial statements, including the unmodified audit opinion, are available on the Company’s website at www.afdawn.co.za, or may be requested and obtained in person, at no charge, at the registered office of the Company during office hours. • To consider and, if deemed fit, approve, with or without modification, the following ordinary resolutions: Note: For any of the ordinary resolutions numbers 1 to 7 to be adopted, more than 50% of the voting rights exercised on each such ordinary resolution must be exercised in favour thereof. For ordinary resolution number 8 to be adopted, at least 75% of the voting rights exercised on such ordinary resolution must be exercised in favour thereof. 1.1 ORDINARY RESOLUTION NUMBER 1 – APPOINTMENT OF MR GB HOPE AS A DIRECTOR “Resolved that Mr GB Hope’s appointment as director, in terms of the Memorandum of Incorporation of the Company, be and is hereby confirmed.” Summary curriculum vitae of Mr GB Hope (“Graham”): Graham is a Chartered Accountant CA(SA). Graham has 20 years of experience in trading banking and private equity investments. He was appointed as African Dawn Capital’s Chief Financial Officer on 11 January 2016. The reason for ordinary resolution number 1 is that the memorandum of incorporation of the Company and the Listings requirements of the JSE Limited (“JSE”) require that any director appointed by the board of the Company be confirmed by shareholders at the Annual General Meeting of the Company. 1.2 ORDINARY RESOLUTION NUMBER 2 - RE-ELECTION OF MS H HICKEY AS A DIRECTOR “Resolved that Ms H Hickey who, in terms of Article 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 be and is hereby re-elected.” AFRICAN DAWN ANNUAL REPORT 2016 111


AFRICAN DAWN Annual Report 2016
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