Notice of Annual General Meeting continued 1.7 Ordinary Resolution Number 7 – General Authority to Issue Ordinary Shares for Cash (continued) Note: The JSE Listings Requirements currently provide, inter alia, that: • this general authority will be valid until the earlier of the Company’s next Annual General Meeting or the expiry of a period of 15 (fifteen) months from the date that this authority is given; • the securities which are the subject of the issue for cash must be of a class already in issue, or where this is not the case, must be limited to such securities or rights that are convertible into a class already in issue; • any such issue may only be made to “public shareholders” as defined in the JSE Listings Requirements and not to related AFRICAN DAWN 131 ANNUAL REPORT 2015 parties; • the securities which are the subject of a general issue for cash may not exceed 5% (five percent) of the number of listed securities, excluding treasury shares, as at the date of this notice, being 43 850 113 securities. Any securities issued under this authorisation during the period of 15 (fifteen) months from the date that this authorisation will be deducted from the aforementioned 43 850 113 listed securities. In the event of a sub-division or a consolidation during the period contemplated above the authority will be adjusted to represent the same allocation ratio; • in determining the price at which securities may be issued in terms of this authority, the maximum discount permitted will be 10% (ten percent) of the weighted average traded price of such securities measured over the 30 (thirty) business days prior to the date that the price of the issue is agreed in writing between the issuer and the party/ies subscribing for the securities; • an announcement giving full details, including the number of securities issued, the average discount to the weighted average traded price of the securities over 30 (thirty) business days prior to the date that the issue is agreed in writing between the issuer and the parties subscribing for the securities and the impact on net asset value per share, net tangible asset value per share, earnings per share and headline earnings per share and, if applicable, diluted earnings and headline earnings per share, will be published when the Company has issued securities representing, on a cumulative basis within the earlier of the Company’s next Annual General Meeting or the expiry of a period of 15 (fifteen) months from the date that this authority is given, 5% (five percent) or more of the number of securities in issue prior to the issue; and • whenever the Company wishes to use repurchased shares, held as treasury stock by a subsidiary of the Company, such use must comply with the JSE Listings Requirements as if such use was a fresh issue of ordinary shares. 2. Special Resolutions To consider and, if deemed fit, to pass, with or without modification, the following special resolutions. The percentage of voting rights that will be required for the adoption of each special resolution is the support of at least 75% of the voting rights exercised on the resolution. 2.1. Special Resolution Number 1 – Non-Executive Directors’ Fees Resolved that, as a special resolution, unless otherwise determined by the Company in general meeting, the following annual fees payable by the Company to its non-executive directors for their service as directors, with effect from 1 March 2015, be and hereby approved: Non-executive Director’s fees are increased from R120000.00 to R144000.00 due to the additional time required of them by the Company.
AFRICAN DAWN 2015 Annual Report
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