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Results of the General and Annual General Meeting of Shareholders
AFRICAN DAWN CAPITAL LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1998/020520/06)
Share code: ADW
ISIN Code: ZAE000060703
(“Afdawn” or “the Company”)
RESULTS OF GENERAL AND ANNUAL GENERAL MEETING OF SHAREHOLDERS
1. GENERAL MEETING RESULTS (“General Meeting”)
Shareholders are advised that at the General Meeting of the Company
held today, 18 October 2016 at 09:00 (convened in terms of the
notice of General Meeting annexed to the circular distributed to
shareholders on 16 September 2016), the special and ordinary
resolutions proposed thereat were passed by the requisite majority
of Afdawn shareholders.
Details of the results of voting at the General Meeting are as
follows:
- total number of Afdawn shares that could have been voted at the
General Meeting: 877 002 273.
- total number of Afdawn shares that were present/represented at
the General Meeting: 438 347 248 being 49.98% of the total number
of Afdawn shares that could have been voted at the General
Meeting.
Votes for as a Votes against Shares voted at the Shares abstained
percentage of as a percentage general meeting as a percentage
the total of the total (number and of total issued
number of number of percentage of total share capital
shares voted shares voted issued share (%)
(%) (%) capital)
Special Resolution Number 1 100% - 438 347 248 shares -
Approval of the Transactions in 49.98%
terms of the Companies Act
Ordinary Resolution Number 1 100% - 438 347 248 shares -
Authority to implement the 49.98%
Elite Transaction
Ordinary Resolution Number 2 100% - 438 347 248 shares -
Authority to implement the 49.98%
Candlestick Transaction
Special Resolution Number 2 98.72% 1.28% 438 347 248 shares -
Consolidation of Shares 49.98%
Special Resolution Number 3 99.87% 0.13% 438 347 248 shares -
Amendment of the Memorandum of 49.98%
Incorporation
2. ANNUAL GENERAL MEETING RESULTS (“Annual General Meeting”)
Shareholders are advised that at the Annual General Meeting of the
Company held today, 18 October 2016 at 10:00, the special and
ordinary resolutions proposed thereat were passed by the requisite
majority of Afdawn shareholders, with the exception of Ordinary
Resolution Number 8.
Details of the results of voting at the Annual General Meeting are
as follows:
- total number of Afdawn shares that could have been voted at the
Annual General Meeting: 877 002 273.
- total number of Afdawn shares that were present/represented at
the Annual General Meeting: 415 489 311 being 47.40% of the
total number of Afdawn shares that could have been voted at the
Annual General Meeting.
Votes for as a Votes against Shares voted at the Shares abstained
percentage of as a percentage general meeting as a percentage
the total of the total (number and of total issued
number of number of percentage of total share capital
shares voted shares voted issued share (%)
(%) (%) capital)
Ordinary Resolution Number 1 100% - 415 489 311 shares -
Appointment of Mr GB Hope as a 47.40%
director
Ordinary Resolution Number 2 100% - 415 489 311 shares -
Re-election of Ms H Hickey as a 47.40%
director
Ordinary Resolution Number 3 100% - 415 489 311 shares -
Appointment of Ms H Hickey to the 47.40%
audit and risk committee
Ordinary Resolution Number 4 100% - 415 489 311 shares -
Appointment of Ms V Lessing to 47.40%
the audit and risk committee
Ordinary Resolution Number 5 100% - 415 489 311 shares -
Appointment of Mr S Roper to the 47.40%
audit and risk committee
Ordinary Resolution Number 6 100% - 415 489 311 shares -
Re-appointment of the independent 47.40%
registered auditor
Ordinary Resolution Number 7 91.40% 0.80% 415 489 311 shares 7.80%
Endorsement of the remuneration 47.40%
policy
Ordinary Resolution Number 8 45.45% 54.55% 415 489 311 shares -
General authority to issue 47.40%
ordinary shares for cash
Special Resolution Number 1 91.40% 0.80% 415 489 311 shares 7.80%
Approval of the non-executive 47.40%
directors’ remuneration
Special Resolution Number 2 100% - 415 489 311 shares -
General approval to acquire own 47.40%
shares
Special Resolution Number 3 99.32% 0.68% 415 489 311 shares -
Inter-company financial assistance 47.40%
Special Resolution Number 4 99.32% 0.68% 415 489 311 shares -
Financial assistance for 47.40%
acquisition of shares in a
related or inter-related company
18 October 2016
Cape Town
Sponsor and Corporate Advisor
PSG Capital Proprietary Limited
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