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AFRICAN DAWN 2015 Annual Report

Notice of Annual General Meeting AFRICAN DAWN 129 ANNUAL REPORT 2015 African Dawn Capital Limited Incorporated in the Republic of South Africa Registration number 1998/020520/06 ISIN: ZAE000060703 Notice of the Annual General Meeting of Shareholders 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. Notice is hereby given that the annual general meeting of shareholders of African Dawn Capital Limited (“the Company” or “the Group”) will be held on Friday, 15 January 2015 at 10:00 at the Company’s offices at 202 Waterfront Terraces, Waterfront Road, Tygervalley Waterfront, Bellville, 7530, Western Cape, for the purpose of considering, and, if deemed fit, passing, with or without modification, the resolutions set out hereafter. 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, 27 November 2015. 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 Thursday, 31 December 2015. Accordingly, the last day to trade the Company’s shares in order to be recorded in the Register to be entitled to vote will be Friday, 8 January 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 committee for the year ended 28 February 2015, the audited annual consolidated financial statements are available on the Company’s website at www.afdawn.co.za: and • To consider and, if deemed fit, approve, without modification, the following special and ordinary resolutions: 1. 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 the special resolutions and the ordinary resolution number 7 the Listings Requirements of the JSE Limited (“JSE Listing Requirements”) prescribe a 75% (seventy five percent) majority vote. 1.1. Ordinary Resolution Number 1 – Re-Election of Ms. V Lessing As A Director Resolved that Ms. V Lessing 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. Summary curriculum vitae of Ms. V Lessing 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).


AFRICAN DAWN 2015 Annual Report
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