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AFRICAN DAWN ANNUAL REPORT 2020

Notice of Annual General Meeting of Shareholders continued

• in determining the price at which ordinary shares 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 ordinary shares 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 ordinary shares. The JSE will be
consulted for a ruling if the ordinary shares have not traded in such 30-business-day period;
• in the event that the ordinary shares issued represent, on a cumulative basis, 5% or more of the number of ordinary shares in issue prior
to that issue, an announcement containing the full details of such issue shall be published on the Stock Exchange News Service of the JSE
(“SENS”); 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 9 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.

Shareholders should note that it is the intention of the Company to issue 7,792,459 ordinary shares, which form part of the ordinary shares
that are the subject of this general authority to issue ordinary shares for cash resolution, to Caleo Private Equity Proprietary Limited (“Caleo”) in
settlement of its outstanding obligations to Caleo in terms of the funding transaction announced on SENS on 9 June 2020. Accordingly, Caleo will
not be permitted to vote on Ordinary Resolution Number 9.

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:
Note:
For special resolutions numbers 1 to 4 (inclusive) to be adopted, at least 75% of the voting rights exercised on the applicable special resolution must
be exercised in favour thereof.

2.1 SPECIAL RESOLUTION NUMBER 1 – APPROVAL OF THE NON-EXECUTIVE DIRECTORS’ REMUNERATION

“Resolved, in terms of section 66(9) of the Companies Act, that the Company be and is hereby authorised to remunerate its non-executive
directors for their services as directors (plus any value-added tax, to the extent applicable), provided that this authority will be valid until the next
annual general meeting of the Company:

Position Proposed fee for the year ended
28 February 2021
R
Committee and Board Member 144,000

The reason for special resolution number 1 is for the Company to obtain the approval of shareholders by way of a special resolution for the
payment of remuneration to its non-executive directors in accordance with the requirements of the Companies Act.

The effect of special resolution number 1, if passed, is that the Company will be able to pay its non-executive directors for the services they
render to the Company as directors without requiring further shareholder approval until the next annual general meeting of the Company.

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