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AFRICAN DAWN ANNUAL REPORT 2020

Notice of Annual General Meeting of Shareholders continued

2.4 SPECIAL RESOLUTION NUMBER 4: FINANCIAL ASSISTANCE FOR THE SUBSCRIPTION AND/OR PURCHASE OF SHARES IN THE
COMPANY OR A RELATED OR INTER-RELATED COMPANY

“Resolved, in terms of section 44(3)(a)(ii) of the Companies Act, as a general approval, that the Board be and is hereby authorised to approve
that the Company provides any direct or indirect financial assistance (“financial assistance” will herein have the meaning attributed to it in
sections 44(1) and 44(2) of the Companies Act) that the Board may deem fit to any company or corporation that is related or inter-related to
the Company (“related” or “inter-related” will herein have the meanings attributed to such terms in section 2 of the Companies Act) and/or
to any financier who provides funding by subscribing for preference shares or other securities in the Company or any company or corporation
that is related or inter-related to the Company, on the terms and conditions and for amounts that the Board may determine for the purpose
of, or in connection with the subscription of any option, or any shares or other securities, issued or to be issued by the Company or a related or
inter-related company or corporation, or for the purchase of any shares or securities of the Company or a related or inter-related company or
corporation, provided that the aforementioned approval shall be valid until the date of the next annual general meeting of the Company.”
The reason for and effect, if passed, of special resolution number 4 is to grant the directors the authority, until the next annual general meeting
of the Company, to provide financial assistance to any person, including any company or corporation which is related or inter-related to the
Company and/or to any financier for the purpose of or in connection with the subscription or purchase of options, shares or other securities in
the Company or any related or inter-related company or corporation. This means that the Company is authorised, inter alia, to grant loans to
its subsidiaries and to guarantee and furnish security for the debt of its subsidiaries where any such financial assistance is directly or indirectly
related to a party subscribing for options, shares or securities in the Company or its subsidiaries. A typical example of where the Company may
rely on this authority is where a wholly-owned subsidiary raised funds by way of issuing preference shares and the third-party funder requires
the Company to furnish security, by way of a guarantee or otherwise, for the obligations of its wholly-owned subsidiary to the third-party funder
arising from the issue of the preference shares. The Company has no immediate plans to use this authority and is simply obtaining same in the
interests of prudence and good corporate governance should the unforeseen need arise to use the authority.

In terms of and pursuant to the provisions of sections 44 and 45 of the Companies Act, the directors of the Company confirm that the Board will
satisfy itself, after considering all reasonably foreseeable financial circumstances of the Company, that immediately after providing any financial
assistance as contemplated in special resolution numbers 3 and 4 above:

• the assets of the Company (fairly valued) will equal or exceed the liabilities of the Company (fairly valued) (taking into consideration the
reasonably foreseeable contingent assets and liabilities of the Company); and
• the Company will be able to pay its debts as they become due in the ordinary course of business for a period of 12 months.
In addition, the Board will only approve the provision of any financial assistance contemplated in special resolutions numbers 3 and 4
above, where:
• the Board is satisfied that the terms under which any financial assistance is proposed to be provided, will be fair and reasonable to the
Company; and
• all relevant conditions and restrictions (if any) relating to the granting of financial assistance by the Company as contained in the Company’s
memorandum of incorporation have been met.
3. OTHER BUSINESS
To transact such other business as may be transacted at an annual general meeting or raised by shareholders with or without advance notice to
the Company.
INFORMATION RELATING TO THE SPECIAL RESOLUTIONS

1. The directors of the Company or its subsidiaries will only utilise the general authority to repurchase shares of the Company as set out in
special resolution number 2 to the extent that the directors, after considering the maximum number of shares to be purchased, are of the
opinion that the position of the Group would not be compromised as to the following:
• the Group’s ability in the ordinary course of business to pay its debts for a period of 12 months after the date of the Annual General Meeting
and for a period of 12 months after the repurchase;
• the consolidated assets of the Group (fairly valued) will at the time of the Annual General Meeting and at the time of making such
determination be in excess of the consolidated liabilities of the Group (fairly valued). The assets and liabilities should be recognised and
measured in accordance with the accounting policies used in the latest audited annual financial statements of the Company;
• the ordinary capital and reserves of the Group after the repurchase will remain adequate for the purpose of the business of the Group for a
period of 12 months after the Annual General Meeting and after the date of the share repurchase; and
• the working capital available to the Group after the repurchase will be sufficient for the Group’s requirements for a period of 12 months after
the date of the notice of the Annual General Meeting and for a period of 12 months after the date of the share repurchase.

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