AFRICAN DAWN ANNUAL REPORT 2019 Notice of Annual General Meeting of Shareholders 96 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 “African Dawn”) to be held at the BDO Cape Town office, 6th Floor, 119 – 123 Hertzog Boulevard, Foreshore, Cape Town on Wednesday, 7 August 2019 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, 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, 21 June, 2019. 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, 2 August, 2019 with the last day to trade being Tuesday, 30 July, 2019. 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 2019. 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. 1. ORDINARY RESOLUTIONS 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 7 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 8 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 – APPOINTMENT OF MR J SLABBERT AS A DIRECTOR “Resolved that Mr J Slabbert’s appointment as director, in terms of the memorandum of incorporation of the Company, be and is hereby confirmed.” Summary curriculum vitae of Mr James Slabbert (“James”): James has over 30 years of experience in the banking, investments and financial services sectors, having been involved in major businesses and various corporate transactions locally and internationally. Prior to founding Gowin Proprietary Limited, which is the holding company of Arvesco 153 Proprietary Limited, James held the following positions: - executive director of Group Strategy at Absa Bank Limited; - managing executive of Absa Corporate & Business Bank at Barclays Africa Group Limited; - founder and chief executive officer of First South Financial Services (which later became Macquarie First South); and - co-head of research for Southern Africa & emerging markets and top-rated banks, insurance and financial services analyst at Merrill Lynch (which later became Bank of America Merrill Lynch). The reason for ordinary resolution number 1 is that the memorandum of incorporation of the Company and the Listings Requirements of the JSE Limited (“JSE”) require that any director appointed by the Board be confirmed by shareholders at the Annual General Meeting of the Company. 1.2 ORDINARY RESOLUTION NUMBER 2 – RE-ELECTION OF MS H HICKEY AS AN INDEPENDENT NON EXECUTIVE DIRECTOR
AFDAWN AR FINAL 2019
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