AFRICAN DAWN ANNUAL REPORT 2017 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS continued 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 – RE-APPOINTMENT OF MS V LESSING TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Act, Ms V Lessing, 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.”. 92 Summary curriculum vitae of Ms V Lessing (“Vanya”): Vanya was appointed as an independent non-executive director of the Company on 29 May 2013. Vanya is the CEO of the Sure Travel Group, responsible for managing the interests of shareholders, licensees and suppliers. The Sure Travel Group manages the interests of 100 travel companies in South Africa and Namibia. Vanya is the former CEO of ASATA (Association of Southern African Travel Agents). During her tenure there (2001 - 2005), she led the travel industry through change and a series of sensitive negotiations, resulting in a new industry business model. Vanya has extensive experience in collaboration and interaction with SME’s, expediting turnaround strategies. Her strong negotiating skills brings ‘on the ground’ expertise to the Board. Vanya is also a Board member of Sure Holdings (Pty) Ltd, ASATA and Worldwide Independent Travel Network Ltd (WIN). 1.4 ORDINARY RESOLUTION NUMBER 4 – RE-APPOINTMENT OF MR S ROPER TO THE AUDIT AND RISK COMMITTEE “Resolved that pursuant to the requirements of section 94(2) of the Act to appoint Mr S Roper, 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.” Note: The curriculum vitae of Mr S Roper has been included in paragraph 1.1 above. The reason for ordinary resolutions numbers 2 to 4 (inclusive) is that the Company, being a public listed company, must appoint an audit committee and the Companies Act requires that the members of such audit committee be appointed, or re-appointed, as the case may be, at each annual general meeting of a company. 1.5 ORDINARY RESOLUTION NUMBER 5 – RE-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 2018, with Mr Imtiaaz 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.” The reason for ordinary resolution number 5 is that the Company, being a public listed company, must have its financial results audited and such auditor must be appointed or re-appointed each year at the annual general meeting of the Company as required by the Companies Act. 1.6 ORDINARY RESOLUTION NUMBER 6 – NON-BINDING ENDORSEMENT OF AFDAWN’S REMUNERATION POLICY “Resolved that the shareholders endorse, by way of on a non-binding advisory vote, the Company’s remuneration policy as set out on pages 10 to 12 of this Annual Report.” The reason for ordinary resolution number 6 is that the King Code of Governance Principles (“King III”) recommends that the remuneration policy of the Company be endorsed through a non-binding advisory vote by shareholders 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 the JSE Listings Requirements as amended from time to time, provided 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;
AFRICAN DAWN 2017
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