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AFRICAN DAWN ANNUAL REPORT 2020

Audit and Risk Committee Report

Annual Financial Statements For the year ended 29 February 2020 continued

Member / Invitee 24 May 2019 20 November 2019 14 February 2020
Ms. HH Hickey* Yes No No
Ms. V Lessing Yes Yes Yes
Mr. SM Roper (Chair)** Yes Yes Yes
Mr. B Stagman*** No Yes Yes
*Ms HH Hickey was chair until she resigned as a member on 31 August 2019.
**Mr. SM Roper was appointed chair of the Committee on 20 November 2019.
***Mr. B Stagman was appointed as a member on 30 October 2019.

4. External auditor
The Committee was satisfied to continue with Mazars who were appointed in the prior year and has satisfied itself that the external auditor
is independent of the Group, as set out in section 94(8) of the Companies Act, and suitable for reappointment by considering, inter alia, the
information stated in paragraph 22.15(h) of the JSE Ltd Listings Requirements. The information obtained included the latest inspection reports,
decisions letters and remedial actions to address IRBA’s findings on Mazars and the individual audit partner as well as a summary as approved by
the audit firm’s head of risk, of internal monitoring review procedures performed, conclusions drawn, together with a description of significant
deficiencies and steps taken to resolve or amend them. Based on the review of these documents the audit committee is satisfied with the quality
of the work performed by the external auditors.

The audit partner and designated auditor, Mr Frederik Cronje, and the firm are independent as defined by the Companies Act and as per the
standards stipulated by the auditing profession. The Committee in consultation with executive management, agreed to the terms of the
engagement. The audit fee for the external audit has been considered and approved for the 2020 financial year end, taking into consideration
such factors as the timing of the audit, the extent of the work required and the scope. The Committee has a non-audit services policy which
determines the nature and extent of any non-audit services which Mazars may provide to the Company. The policy allows for limited tax and
corporate governance advice. Mazars has performed the audit for last 2 years.

The appointment of Mazars as auditor will be tabled as a resolution at the annual general meeting of African Dawn pursuant to Section 61(8) of
the Companies Act.

5. Financial statements
The Committee has evaluated the group financial statements for the year ended 29 February 2020 and, based on the information provided,
considers that the Group complies in all material respects, with the requirements of the Companies Act, International Financial Reporting
Standards (IFRS) and the JSE Ltd Listing Requirements. The principles and recommendations of King IV are continuously being assessed and
compliance therewith being improved on. The Group substantially complies with the principles of King IV unless otherwise stated in the
Application of principles in King IV report. The principles and recommendations of King IV will be reviewed in the coming year.

The disruptions caused by COVID-19 and the resultant lock down had the effect that the preparation and audit of the financial results had to
be delayed. Extension was accordingly granted by the JSE to finalise and publish the summarised results by 31 August 2020 and the Notice of
AGM and AFS to be distributed to shareholders by 30 September 2020.

6. Accounting practices and internal control
Based on the available and communicated information, together with discussions with the independent external auditor, the Committee is
satisfied that there was no material breakdown in the internal accounting controls during the financial year under review. The Committee reviewed
the auditor’s management letter and can report that there are no material issues requiring immediate additional attention. The value added issues
raised are receiving the appropriate attention to ensure increased effectiveness in all areas of financial and business systems and controls.

The Committee ensured that appropriate financial reporting procedures exist and are operating as contemplated in paragraph 3.84(g)(ii) of the
JSE Ltd Listings Requirements.

7. Financial director
The Committee satisfied itself in terms of paragraph 3.84(g)(i) of the JSE Ltd Listings Requirements that the financial director has the appropriate
expertise and experience.

The Committee has also evaluated the financial capability of the finance team and believes that the appropriate skill, expertise and experience
resides in the financial function.

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