AFRICAN DAWN ANNUAL REPORT 2019 Notice of Annual General Meeting of Shareholders continued The reason for ordinary resolution number 6 is that the Company, being a public-listed company, must have its financial results audited and such auditor must be appointed or re-appointed, as the case maybe, at each Annual General Meeting of the Company as required by the Companies Act. 1.7 ORDINARY RESOLUTION NUMBER 7 – NON-BINDING ADVISORY VOTE ON 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 9 and 12 of the annual report.” The reason for ordinary resolution number 7 is that the King IV Report on Corporate Governance™ for South Africa, 2016 (“King IV™”) recommends and the JSE Listings Requirements require, that the remuneration policy of the Company be tabled for a non-binding advisory vote by shareholders at each annual general meeting of the Company. This enables shareholders to express their views on the remuneration policy adopted. The effect of ordinary resolution number 7, if passed, will be to endorse the Company's remuneration policy. Ordinary resolution number 7 is of an advisory nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing remuneration agreements. However, the Board will take the outcome of the vote into consideration when considering amendment to the Company’s remuneration policy. 1.8 ORDINARY RESOLUTION NUMBER 8 – 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) 98 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; • any such issue may only be made to “public shareholders” as defined in paragraph 4.25 to 4.27 of the JSE Listings Requirements and not to related parties; • the securities which are the subject of a general issue for cash may not exceed, in the aggregate, 10% (ten percent) of the number of listed securities, excluding treasury shares, as at the date of this notice, being 4,986,792 securities. Any securities issued under this authorisation during the period of 15 (fifteen) months from the date that this authorisation will be deducted from the aforementioned listed securities. In the event of a sub-division or a consolidation during the period contemplated above the authority will be adjusted to represent the same allocation ratio; • in determining the price at which securities may be issued in terms of this authority, the maximum discount permitted will be 10% (ten percent) of the weighted average traded price of such securities measured over the 30 (thirty) business days prior to the date that the price of the issue is agreed in writing between the Company and the party/ies subscribing for the securities; • an announcement giving full details, including the number of securities issued, the average discount to the weighted average traded price of the securities over 30 (thirty) business days prior to the date that the issue is agreed in writing between the Company and the parties subscribing for the securities and the impact on net asset value per share, net tangible asset value per share, earnings per share and headline earnings per share and, if applicable, diluted earnings and headline earnings per share, will be published on the Stock Exchange News Service of the JSE when the Company has issued securities representing, on a cumulative basis within 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, 10% (ten percent) or more of the number of securities in issue prior to the issue; and • whenever the Company wishes to use repurchased shares, held as treasury stock by a subsidiary of the Company, such use must comply with the JSE Listings Requirements as if such use was a fresh issue of ordinary shares. For listed entities wishing to issue shares for cash (other than issues by way of rights offers, in consideration for acquisitions and/or to duly approved share incentive schemes, it is necessary for the Board to obtain the prior authority of the shareholders in accordance with the JSE Listings Requirements and the memorandum of incorporation of the Company. Accordingly, the reason for ordinary resolution number 8 is to obtain a general authority from shareholders to issue shares for cash in compliance with the JSE Listings Requirements and the memorandum of incorporation of the Company. For this resolution to be adopted, at least 75% (seventy five percent) of the shareholders present in person or by proxy and entitled to vote on this resolution at the Annual General Meeting must cast their vote in favour of this resolution: 2. SPECIAL RESOLUTIONS To consider and if deemed fit, to pass, with or without modification, the following special resolutions:
AFDAWN AR FINAL 2019
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