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AFRICAN DAWN Annual Report 2016

Notice of Annual General Meeting continued 1.2 ORDINARY RESOLUTION NUMBER 2 - RE-ELECTION OF MS H HICKEY AS A DIRECTOR (continued) Summary curriculum vitae of Ms H Hickey (“Hester”): Hester was appointed as a non-executive director on 21 February 2011. She is a chartered accountant and consults to various companies specializing in risk and governance. She also performs the Board evaluation processes for the Institute of Directors. She is currently non-executive director and audit committee Chair for Omnia Holdings Limited, Pan African Resources Plc and she is a non-executive director of Northam Platinum Limited. She is a past Chairman of the South African Institute of Chartered Accountants and has worked in senior positions for a number of listed companies and serves on several audit committees. Hester lectured auditing at the University of the Witwatersrand and was a member of the King II task team. The reason for ordinary resolution number 2 is that the memorandum of incorporation of the Company, the Listings Requirements of the JSE Ltd and, to the extent applicable, the South African Companies Act, 71 of 2008, as amended (“the Companies Act”), require that a component of the non-executive directors rotate at every annual general meeting of the Company and, being eligible, may offer themselves for re-election as directors. 1.3 ORDINARY RESOLUTION NUMBER 3 – APPOINTMENT OF MS H HICKEY TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Companies Act, but subject to the passing of ordinary resolution number 2 above, to appoint Ms H Hickey, a non-executive, independent director of the Company, as a member of the Audit and Risk Committee be and is hereby appointed, as recommended by the Board of directors of the Company until the next Annual General Meeting.” A summary of Ms H Hickey’s curriculum vitae has been included in paragraph 1.2 above. 1.4 ORDINARY RESOLUTION NUMBER 4 – APPOINTMENT OF MS V LESSING TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Act, to appoint Ms V Lessing, a non-executive independent director of the Company, be and is hereby appointed as a member of the Audit and Risk Committee as recommended by the Board of directors of the Company until the next Annual General Meeting.”. Summary curriculum vitae of Ms V Lessing (“Vanya”): Vanya was appointed as an independent non-executive director of the Company on 29 May 2013. Vanya is the CEO of the Sure Travel Group, responsible for managing the interests of shareholders, licensees and suppliers. The Sure Travel Group manages the interests of 100 travel companies in South Africa and Namibia. Vanya is the former CEO of ASATA (Association of Southern African Travel Agents). During her tenure there (2001 - 2005), she led the travel industry through change and a series of sensitive negotiations, resulting in a new industry business model. Vanya has extensive experience in collaboration and interaction with SME’s, expediting turnaround strategies. Her strong negotiating skills brings ‘on the ground’ expertise to the Board. Vanya is also a Board member of Sure Holdings (Pty) Ltd, ASATA and Worldwide Independent Travel Network Ltd (WIN). 1.5 ORDINARY RESOLUTION NUMBER 5 – APPOINTMENT OF MR S ROPER TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Act to appoint Mr S Roper, a non-executive independent director of the Company, be and is hereby appointed as a member of the Audit and Risk Committee as recommended by the Board of directors of the Company until the next Annual General Meeting.” Summary curriculum vitae of Mr S Roper (“Stephen”): Stephen holds a Hons BCompt, PG Dip Tax Law, PG Dip Financial Policy, and is a chartered accountant with 28 years’ experience. He has extensive experience in investments having served in the research team of one of South Africa’s largest fund managers. During this time he had responsibility for investment research of industrial companies in South Africa. He has also served on the private equity investment committee of that fund manager and has corporate finance and business rescue experience. He currently practices in the area of strategic management. The reason for ordinary resolutions numbers 3 to 5 (inclusive) is that the Company, being a public listed company, must appoint an audit committee and the Companies Act requires that the members of such audit committee be appointed, or re-appointed, as the case may be, at each annual general meeting of a company. 112 AFRICAN DAWN ANNUAL REPORT 2016


AFRICAN DAWN Annual Report 2016
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