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AFRICAN DAWN 2015 Annual Report

Notice of Annual General Meeting continued 1.2. Ordinary Resolution Number 2 – Appointment of Mrs. H Hickey to the Audit and Risk Committee Resolved that pursuant to the requirements of section 94(2) of the Companies Act, to appoint Mrs. H Hickey, a non-executive, independent director of the Company, as a member and Chairperson 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 of the Company. Summary curriculum vitae of Mrs H Hickey 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 a nonexecutive director of Cashbuild 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. 1.3. Ordinary Resolution Number 3 – Appointment of Ms. V Lessing to the Audit and Risk Committee Resolved that pursuant to the requirements of section 94(2) of the Companies Act, but subject to passing of ordinary resolution number 2 above, 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. 1.4. Ordinary Resolution Number 4 – Election of M.r S Roper to the Audit and Risk Committee Resolved that pursuant to the requirements of section 94(2) of the Companies Act, 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 of the Company, as recommended by the Board of Directors of the Company, until the next annual general meeting. Stephen holds an Hons BCompt, PG Dip Tax Law, PG Dip Financial Policy, and is a chartered accountant with 26 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. 1.5. Ordinary Resolution Number 5 – 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 2016, with Mr I 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. 1.6. Ordinary Resolution Number 6 – 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 14 to 15 of the annual financial statements. 1.7 Ordinary Resolution Number 7 – General Authority to Issue Ordinary Shares for Cash Resolved that the directors of the Company from time to time be and are hereby authorised, by way of a general authority, to 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, for cash, as and when they in their sole discretion deem fit, subject to the provisions of the Companies Act, the Memorandum of Incorporation of the Company and its subsidiaries and the JSE Listings Requirements as amended from time to time, such authority to remain in force until the next annual general meeting. AFRICAN DAWN 130 ANNUAL REPORT 2015


AFRICAN DAWN 2015 Annual Report
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