Page 115

AFRICAN DAWN Annual Report 2016

Notice of Annual General Meeting continued 1.6 ORDINARY RESOLUTION NUMBER 6 – RE-APPOINTMENT OF THE INDEPENDENT REGISTERED AUDITOR “Resolved that 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, Grant Thornton be and is hereby re-appointed as the independent auditors of the Company for the financial year ending 28 February 2017, with Mr Imtiaaz Hashim 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.” The reason for ordinary resolution number 6 is that the Company, being a public listed company, must have its financial results audited and such auditor must be appointed or re-appointed each year at the annual general meeting of the Company as required by the Companies Act. 1.7 ORDINARY RESOLUTION NUMBER 7 – ENDORSEMENT OF THE REMUNERATION POLICY “Resolved that the shareholders endorse, on a non-binding advisory basis, the Remuneration Policy of the Company.” Note: In terms of principle 2.27 of the King Report on Corporate Governance for South Africa (“King lll”), the Company’s remuneration policy should be tabled to shareholders for a non-binding advisory vote at each Annual General Meeting. The remuneration policy is included in the Remuneration Report on pages 12 to 13 of the Integrated Annual Report. The reason for ordinary resolution number 7 is that King III recommends that the remuneration policy of the Company be endorsed through a non-binding advisory vote by shareholders 1.8 ORDINARY RESOLUTION NUMBER 8 – GENERAL AUTHORITY TO ISSUE ORDINARY SHARES FOR CASH “Resolved that the directors of the Company be and are hereby authorised, by way of a general authority, to allot and issue any of the Company’s unissued shares for cash as they in their discretion may deem fit, without restriction, subject to the provisions of the Company’s memorandum of incorporation, the Companies Act and the Listings Requirements of the JSE (“Listings Requirements”), provided that: • the approval shall be valid until the date of the next annual general meeting of the Company, provided it shall not extend beyond fifteen months from the date of this resolution; • the general issues of shares for cash under this authority may not exceed, in the aggregate, 10% of the Company’s issued share capital (number of securities) of that class as at the date of this notice of Annual General Meeting, it being recorded that ordinary shares issued pursuant to a rights offer to shareholders or shares issued pursuant to an acquisition, shall not diminish the number of ordinary shares that comprise the 10% of the ordinary shares that can be issued in terms of this ordinary resolution. As at the date of this notice of AGM, 10% of the Company’s issued ordinary share capital (net of treasury shares) amounts to 87,700,000 ordinary shares; • in determining the price at which an issue of shares will be made in terms of this authority, the maximum discount permitted will be 10% of the weighted average traded price of such shares, as determined over the 30 business days prior to the date that the price of the issue is agreed between the Company and the party subscribing for the securities. The JSE will be consulted for a ruling if the securities have not traded in such 30 business day period; • any such issue will only be made to public shareholders as defined in paragraphs 4.25 to 4.27 of the Listings Requirements and not to related parties; • any such issue will only be comprised of securities of a class already in issue or, if this is not the case, will be limited to such securities or rights that are convertible into a class already in issue; and • in the event that the securities issued represent, on a cumulative basis, 10% or more of the number of securities in issue prior to that issue, an announcement containing the full details of such issue shall be published on SENS.” For listed entities wishing to issue shares for cash (other than issues by way of rights offers, in consideration for acquisitions and/or to duly approved share incentive schemes, it is necessary for the board of the Company to obtain the prior authority of the shareholders in accordance with the Listings Requirements and the memorandum of incorporation of the Company. Accordingly, the reason for ordinary resolution number 8 is to obtain a general authority from shareholders to issue shares for cash in compliance with the Listings Requirements and the memorandum of incorporation of the Company. For this resolution to be adopted, at least 75% of the shareholders present in person or by proxy and entitled to vote on this resolution at the AGM must cast their vote in favour of this resolution. AFRICAN DAWN ANNUAL REPORT 2016 113


AFRICAN DAWN Annual Report 2016
To see the actual publication please follow the link above