AFRICAN DAWN ANNUAL REPORT 2018 Notice of Annual General Meeting of Shareholders 98 African Dawn Capital Limited Incorporated in the Republic of South Africa (Registration number: 1998/020520/06) Share code: ADW 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 at the BDO Offices, 9th Floor, 119 – 123 Hertzog Boulevard, Foreshore, Cape Town, on Tuesday, 4 September 2018 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, 20 July 2018. 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, 24 August 2018. Accordingly, with the last day to trade being Tuesday, 21 August 2018. 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 2018. 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. ORDINARY RESOLUTION 1.1 ORDINARY RESOLUTION NUMBER 1 - RE-ELECTION OF MS V LESSING AS AN INDEPENDENT NON EXECUTIVE DIRECTOR “Resolved that Ms V Lessing 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 herself for re-election be and is hereby re-elected.” Summary of the 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). 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 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.
AFRICAN DAWN 2018 Annual Report
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