Notice of Annual General Meeting continued 2.3. Special Resolution Number 3 – Loans to Related Companies Resolved that, as a special resolution, in terms of section 45 of the Companies Act, the Company be and is hereby authorised to provide , at any time and from time to time during the period of two years commencing on the date of this special resolution number 3, any direct or indirect financial assistance (which includes lending money, guaranteeing a loan or other obligation, and securing any debt or obligation) as contemplated in section 45 of the Companies Act to a related or inter-related company or corporation provided that: • The Board from time to time, determine: (i) The specific recipient or general category of potential recipients of such financial assistance; (ii) The form, nature and extent of such financial assistance; (iii) The terms and conditions under which such financial assistance is provided; and • The Board may not authorise the Company to provide any financial assistance pursuant to this special resolution number 3 unless the Board meets all those requirements of section 45 of the Companies Act which it is required to meet in order to authorise the Company to provide such financial assistance. AFRICAN DAWN 133 ANNUAL REPORT 2015 Explanation The reason for and effect of special resolution number 3 is to grant the Board the authority to authorise the Company to provide financial assistance as contemplated in section 45 of the Companies Act, 2008, to a related or inter-related company or corporation. This resolution is intended mainly to enable the Company to provide inter-company loans and guarantees within the Group. 3. Other Business To transact such other business as may be transacted at an annual general meeting of shareholders. Information relating to the special resolutions 1. The directors of the Company or its subsidiaries will only utilise the general authority to repurchase shares of the Company, as set out in special resolution number 2 above, to the extent that the directors, after considering the maximum number of shares to be repurchased, are of the opinion that the position of the Company would not be compromised as to the following: • the Company’s ability, in the ordinary course of business, to pay its debts for a period of 12 months after the date of this AGM and for a period of 12 months after the repurchase; • the consolidated assets of the Company will, at the time of the AGM and at the time of making such determination, be in excess of the consolidated liabilities of the Company. The assets and liabilities should be recognised and measured in accordance with the accounting policies used in the latest audited annual financial statements of the Company; • the ordinary capital and reserves of the Company, after the purchase, will remain adequate for the purpose of the business of the Company for a period of 12 months after the AGM and after the date of the share repurchase; and • the working capital available to the Company, after the repurchase, will be sufficient for the Company’s ordinary business purposes for a period of 12 months after the date of the notice of the AGM. General information in respect of major shareholders, material changes and the share capital of the Company is set out on page 87 and 128 of the annual financial statements that are available on the Company’s website at www.afdawn.co.za or which may be requested and obtained in person, at no charge, at the registered office of the Company during office hours. 2. The directors of the Company collectively and individually accept full responsibility for the accuracy of the information given and certify that, to the best of their knowledge and belief, there are no facts that have been omitted, which would make any statement false or misleading, and that all reasonable enquiries to ascertain such facts have been made and the notice contains all information required by the JSE Listings Requirements. 3. Special resolution numbers 2 and 3 are renewals of resolutions made at the previous annual general meeting on 12 December 2014.
AFRICAN DAWN 2015 Annual Report
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