AFRICAN DAWN ANNUAL REPORT 2017 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS 91 African Dawn Capital Limited Imcorporated in the Republic of South Africa Registration number: 1995/020520/06 ISIN: ZAE000223194 Notice is hereby given of the annual general meeting of shareholders of African Dawn Capital Limited (“the Company or “the Group”) to be held in the boardroom at Statucor, 2nd Floor, Block D, The Boulevard, Searle Street, Woodstock, on 18 October 2017, at 10h00 (“the Annual General Meeting”). 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. 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, 25 August 2017. 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 Friday, 13 October 2017. Accordingly, the last day to trade Company’s shares in order to be recorded in the Register to be entitled to vote will be Tuesday, 10 October 2017. 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 and risk committee for the year ended 28 February 2017. The annual report, of which this notice forms part, contains the summarised group financial statements and the aforementioned reports. The annual financial statements, including the unmodified audit opinion, are available on the Company’s website at www.afdawn.co.za, or may be requested and obtained in person, at no charge, at the registered office of the Company during office hours. • To consider and, if deemed fit, approve, with or without modification, the following ordinary resolutions: Note: For any of the ordinary resolutions numbers 1 to 6 to be adopted, more than 50% of the voting rights exercised on each such ordinary resolution must be exercised in favour thereof. For ordinary resolution number 7 to be adopted, at least 75% of the voting rights exercised on such ordinary resolution must be exercised in favour thereof. 1.1 ORDINARY RESOLUTION NUMBER 1 - RE-ELECTION OF MR S ROPER AS A INDEPENDENT NON EXECUTIVE DIRECTOR “Resolved that Mr S Roper 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 himself for re-election be and is hereby re-elected.” Summary curriculum vitae of Mr S Roper (“Stephen”): Stephen holds a Hons BCompt, PG Dip Tax Law, PG Dip Financial Policy, and is a chartered accountant with 28 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. The reason for ordinary resolution numbers 1 is that the memorandum of incorporation of the Company, the Listings Requirements of the JSE Ltd and, to the extent applicable, the South African Companies Act, 71 of 2008, as amended (“the Companies Act”), require that a component of the non-executive directors rotate at every annual general meeting of the Company and, being eligible, may offer themselves for re-election as directors. 1.2 ORDINARY RESOLUTION NUMBER 2 – RE-APPOINTMENT OF MS H HICKEY TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Companies Act, Ms H Hickey, a non-executive, independent director of the Company, be and is hereby re-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.” Summary curriculum vitae of Ms H Hickey (“Hester”).
AFRICAN DAWN 2017
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