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AFRICAN DAWN 2015 Annual Report

Notice of Annual General Meeting continued 2. Special Resolutions (continued) AFRICAN DAWN 132 ANNUAL REPORT 2015 Explanatory note Section 66(9) of the Companies Act requires that a company may pay remuneration to its directors for their services as directors for only in accordance with a special resolution approved by the shareholders of the Company within the previous two years. 2.2. Special Resolution Number 2 – General Approval to Acquire Own Shares Resolved that, as a general approval by special resolution, the Company and/or any of its subsidiaries from time to time be and are hereby authorised to acquire ordinary shares of the Company in terms of, and subject to, the Companies Act, the Memorandum of Incorporation of the Company and its subsidiaries and the JSE Requirements, as amended from time to time. The JSE Listings Requirements currently provide, inter alia, that: • the acquisition of the ordinary shares must be effected through the order book operated by the JSE Limited (“JSE”) trading system and done without any prior understanding or arrangement between the Company and the counter party; • this general authority shall only 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 of passing of this special resolution; • in determining the price at which the Company’s ordinary shares are acquired in terms of this general authority, the maximum premium at which such ordinary shares may be acquired will be 10% (ten percent) of the weighted average of the market value at which such ordinary shares are traded on the JSE, as determined over the 5 (five) business days immediately preceding the date on which the transaction is effected; • at any point in time, the Company may only appoint one agent to effect any acquisition/s on its behalf; • the acquisitions of ordinary shares in the aggregate in any one financial year may not exceed 10% (ten percent) of the Company’s issued ordinary share capital; • the Company may only effect the repurchase once a resolution has been passed by the board of directors of the Company (“the Board”) confirming that the Board has authorised the repurchase, that the Company has passed the solvency and liquidity test (“test”) and that since the test was done there have been no material changes to the financial position of the Group; • the Company or its subsidiaries may not acquire ordinary shares during a prohibited period as defined in paragraph 3.67 of the JSE Listings Requirements unless they have in place a repurchase programme where the dates and quantities of securities to be traded during the relevant period are fixed (not subject to any variation) and has been submitted to the JSE in writing prior to the commencement of the prohibited period; • an announcement will be published once the Company has cumulatively repurchased 3% (three percent) of the number of the ordinary shares in issue at the time this general authority is granted (“initial number”), and for each 3% (three percent) in aggregate of the initial number acquired thereafter.” Explanatory note Special resolution number 2 is to grant the Company a general authority for the Company and the Company’s subsidiaries to acquire the Company’s issued ordinary shares. There is no requirement in the Companies Act for shareholder approval unless the acquisition by the Company of any particular class of securities exceeds 5% of the issued shares of that class, either alone or together with other transactions in an integrated series of transactions, per section 48(8), 115 and 116 of the Companies Act, 2008. It is the intention of the directors of the Company to use such authority should prevailing circumstances (including tax dispensations and market conditions) in their opinion warrant it but subject at all times to the requirements of the Companies Act, the JSE Listings Requirements and the Memorandum of Incorporation of the Company.


AFRICAN DAWN 2015 Annual Report
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