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AFRICAN DAWN ANNUAL REPORT 2020

Notice of Annual General Meeting of Shareholders continued

1.6 ORDINARY RESOLUTION NUMBER 6 – APPOINTMENT OF MR B STAGMAN TO THE AUDIT AND RISK COMMITTEE
“Resolved that, subject to his appointment in terms of ordinary resolution number 1 above, and pursuant to the requirements of section 94(2) of
the Companies Act, Mr Brett Stagman, an independent non-executive director of the Company, be and is hereby 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 Brett Stagman is included above.
The reason for ordinary resolutions numbers 4 to 6 (inclusive) is that the Company, being a public listed company, must appoint an audit
committee and the Companies Act requires that the members of such audit committee be appointed, or re-appointed, as the case may be, at
each annual general meeting of such company.

1.7 ORDINARY RESOLUTION NUMBER 7 – RE-APPOINTMENT OF THE INDEPENDENT REGISTERED AUDITOR

“Resolved that pursuant to the requirements of section 90(1) read with section 61(8)(c) of the Companies Act, and as nominated by the
Company’s audit and risk committee, Mazars be and is hereby re-appointed as the independent auditor of the Company for the financial year
ending 28 February 2021 or until the next annual general meeting of the Company, whichever is the later, with the designated auditor being
Mr Frederick Cronje, as registered auditor and partner in the firm, on the recommendation of the audit and risk committee of the Company.”
The reason for ordinary resolution number 7 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 may be, at each annual general meeting of the Company as required by the Companies
Act and the JSE Listings Requirements.

1.8 ORDINARY RESOLUTION NUMBER 8 – 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 page 9 of
the annual report to which this notice forms part.”

The reason for ordinary resolution number 8 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 8, if passed, will be to endorse the Company’s remuneration policy. Ordinary resolution
number 8 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.
Should 25% or more of the votes exercised in respect of ordinary resolution number 8 be against the resolution, the Company will issue an
invitation to those shareholders who voted against ordinary resolution number 8 to engage with the Company.
1.9 ORDINARY RESOLUTION NUMBER 9 – 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, 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)
months from the date that this authority is given;
• the ordinary shares 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 ordinary shares or rights that are convertible into a class already in issue;
• any such issue may only be made to “public shareholders” as defined in the JSE Listings Requirements and not to related parties;
• the ordinary shares which are the subject of a general issue for cash may not exceed 25% (twenty five percent) of the listed ordinary shares
in issue, excluding treasury shares, as at the date of this notice, being 13,963,614 ordinary shares. Any ordinary shares issued under this
authorisation during the period of 15 (fifteen) months from the date that this authorisation will be deducted from the aforementioned listed
ordinary shares. 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;

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