AFRICAN DAWN ANNUAL REPORT 2017 NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS continued guarantee or otherwise, for the obligations of its subsidiary to the third-party funder arising from the issue of the preference shares. The Company has no immediate plans to use this authority and is simply obtaining same in the interests of prudence and good corporate governance should the unforeseen need arise to use the authority. In terms of and pursuant to the provisions of sections 44 and 45 of the Companies Act, the directors of the Company confirm that the board will satisfy itself, after considering all reasonably foreseeable financial circumstances of the Company, that immediately after providing any financial assistance as contemplated in special resolution numbers 3 and 4 above: • the assets of the Company (fairly valued) will equal or exceed the liabilities of the Company (fairly valued) (taking into consideration the reasonably foreseeable contingent assets and liabilities of the Company); • the Company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months; • the terms under which any financial assistance is proposed to be provided, will be fair and reasonable to the Company; and • all relevant conditions and restrictions (if any) relating to the granting of financial assistance by the Company as contained in the Company’s 95 memorandum of incorporation have been met. 3. OTHER BUSINESS To transact such other business as may be transacted at the Annual General Meeting of the 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 to the extent that the directors, after considering the maximum number of shares to be purchased, are of the opinion that the position of the Group 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 Annual General Meeting and for a period of 12 months after the repurchase; • the consolidated assets of the Company will at the time of the Annual General Meeting 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 repurchase will remain adequate for the purpose of the business of the Company for a period of 12 months after the Annual General Meeting 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 requirements for a period of 12 months after the date of the notice of the Annual General Meeting. General information in respect of major shareholders, material changes and the share capital of the Company is contained in the annual report of which this notice forms part, as well as the full set of annual financial statements, being 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, whose names appear on page 29 of the annual report of which this notice forms part, 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 that this notice of Annual General Meeting contains all information required by the Listings Requirements. ATTENDANCE AND VOTING BY SHAREHOLDERS OR PROXIES 1. Shareholders who have not dematerialised their shares or who have dematerialised their shares with “own name” registration are entitled to attend and vote at the Annual General Meeting and are entitled to appoint a proxy or proxies (for which purpose a form of proxy is attached hereto) to attend, speak and vote in their stead. The person so appointed as proxy need not be a shareholder of the Company. Forms of proxy must be lodged with the transfer secretaries of the Company, Computershare Investor Services Proprietary Limited, Rosebank Towers,15 Biermann Avenue, Sandton, 2196, South Africa, or posted to the transfer secretaries at PO Box 61051, Marshalltown, 2107, South Africa, to be received by no later than 09:00 on Monday, 16 October 2017 (or 48 (forty-eight) hours before any adjournment of the Annual General Meeting which date provided that any form of proxy not delivered to the transfer secretary by this time may be handed to the chairman of the Annual General Meeting at any time prior to the commencement of the Annual General Meeting, if necessary, will be notified on SENS). Forms of proxy must only be completed by shareholders who have not dematerialised their shares or who have dematerialised their shares with “own name” registration.
AFRICAN DAWN 2017
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