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AFRICAN DAWN ANNUAL REPORT 2020

Notice of Annual General Meeting of Shareholders continued

1.2 ORDINARY RESOLUTION NUMBER 2 – CONFIRMATION OF APPOINTMENT OF MR D DANKER AS AN EXECUTIVE DIRECTOR
“Resolved that Mr David Danker’s appointment as an executive director of the Company, in terms of the memorandum of incorporation of the
Company, be and is hereby confirmed.”
Summary curriculum vitae of Mr David Danker (“David”):
David is a Chartered Accountant (SA) with private equity and corporate finance experience. David currently serves as an executive director of
Clear Group. Prior to joining Clear Group, David was the founder and chief executive officer of a ride-sharing business and also worked for Ernst &
Young Inc.

The reason for ordinary resolutions numbers 1 and 2 is that the memorandum of incorporation of the Company and the JSE Limited (“JSE”)
Listings Requirements (“JSE Listings Requirements”) require that any director appointed by the board of directors of the Company (“the Board”)
be confirmed by shareholders at the next annual general meeting of the Company.

1.3 ORDINARY RESOLUTION NUMBER 3 - RE-ELECTION OF MR S ROPER AS AN INDEPENDENT NON EXECUTIVE DIRECTOR
“Resolved that Mr Stephen Roper who, in terms of Article 29.3.6 of the Company’s memorandum of incorporation, retires by rotation at the
Annual General Meeting and, being eligible to do so, offers himself for re-election, be and is hereby re-elected as an independent non-executive
director of the Company.”

Summary curriculum vitae of Mr Stephen Roper (“Stephen”):
Stephen holds a Hons BCompt, PG Dip Tax Law, PG Dip Financial Policy, and is a chartered accountant with 28 years’ experience. He has
extensive experience in investments having served in the research team of one of South Africa’s largest fund managers. During this time he had
responsibility for investment research of industrial companies in South Africa. He has also served on the private equity investment committee of
that fund manager and has corporate finance and business rescue experience. He currently practices in the area of strategic management.
The reason for ordinary resolution number 3 is that the memorandum of incorporation of the Company, the JSE Listings Requirements 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.

1.4 ORDINARY RESOLUTION NUMBER 4 – RE-APPOINTMENT OF MS V LESSING TO THE AUDIT AND RISK COMMITTEE
“Resolved that pursuant to the requirements of section 94(2) of the Companies Act, Ms Vanya Lessing, an independent non-executive director of
the Company, be and is hereby re-appointed as a member of the audit and risk committee as recommended by the Board until the next annual
general meeting of the Company.”

Summary curriculum vitae of Ms Vanya 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 (Proprietary) Limited, ASATA and Worldwide Independent
Travel Network Limited.

1.5 ORDINARY RESOLUTION NUMBER 5 – RE-APPOINTMENT OF MR S ROPER TO THE AUDIT AND RISK COMMITTEE

“Resolved that, subject to his re-election in terms of ordinary resolution number 3 above, and pursuant to the requirements of section 94(2) of
the Companies Act, Mr Stephen Roper, an independent non-executive director of the Company, be and is hereby re-appointed as a member of the
audit and risk committee as recommended by the Board until the next annual general meeting of the Company.”
Summary curriculum vitae of Mr Stephen Roper is included above.

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