AfroCentric Group Integrated Annual Report 2016

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AfroCentric INTEGRATED ANNUAL REPORT 2016 107
Shareholder information
All terms defined in the 2016 Annual Financial Statements,
to which this Notice of Annual General Meeting is attached,
shall bear the same meanings when used in this Notice of
Annual General Meeting.
Notice is hereby given that the tenth Annual General
Meeting of shareholders for the year ended 30 June
2016 will be held at the AfroCentric Distribution Services
Offices, the Greens Office Park, Building L, 26 Charles De
Gaulle Crescent, Highveld Ext 12, Centurion on Tuesday,
1 November 2016 at 10h00 to conduct such business as
may lawfully be dealt with at the Annual General Meeting
and to consider, and if deemed fit, to pass with or without
modification, the special and ordinary resolutions set out
hereunder in the manner required by the Act, as read with
the JSE (“JSE”) Limited Listings Requirements, as amended
from time to time (“Listings Requirements ”).
The Board of Directors of the Company has determined, in
accordance with section 62(3)(a), read with section 59(1)(a)
and (b) of the Act, that the record dates for the purposes of
determining which shareholders are entitled to:
 receive notice of the Annual General Meeting being the
notice record date as Friday, 23 September 2016; and
 participate in and vote at the Annual General Meeting
being the voting record date as Friday, 21 October 2016.
AGENDA
The purpose of the Annual General Meeting is to transact the
business set out in the agenda below.
PRESENTATION OF AUDITED ANNUAL
FINANCIAL STATEMENTS
The audited consolidated annual financial statements of
the Company and the Group, including the reports of
the Directors, Group Audit and Risk Committee and the
independent auditors, for the year ended 30 June 2016,
will be presented to shareholders as required in terms of
section 30(3)(d) of the Act. The complete set of audited
consolidated Group Annual Financial Statements, together
with the report of the Directors and the independent
auditors’ report are set out in the 2016 Group Annual
Financial Statements (supplementary information). The
Audit and Risk Committee report is set out on page 3 of the
2016 Group Annual Financial Statements (supplementary
information). The Integrated Annual Report is also available
on the Company’s website: .
PRESENTATION OF GROUP SOCIAL AND
ETHICS COMMITTEE REPORT
A report, through the members of the Group social and
ethics committee for the year ended 30 June 2016, as
included in the Integrated Annual Report, will be presented
to shareholders as required in terms of regulation 43(5)(c) of
the Act.
RESOLUTIONS to consider and if deemed fit, approve, with
or without modification the following ordinary and special
resolutions:
ORDINARY RESOLUTIONS
The Board of Directors has assessed the performance of
the Directors standing for re-election and has found them
suitable for re-appointment.
ORDINARY RESOLUTION NUMBER 1
ELECTION OF DIRECTORS APPOINTED DURING THE
YEAR UNDER REVIEW
In terms of the Company’s Memorandum of Incorporation
(“MOI”), any Board appointments made by the Board during
a year under review must be confirmed by shareholders at
the next Annual General Meeting of the Company, following
such an appointment. Accordingly, Mr AV Van Buuren,
Mr A Banderker, Mr IM Kirk and Dr ND Munisi were
appointed by the Board during the year under review
and shareholders are hereby requested to confirm such
appointments:
ORDINARY RESOLUTION NUMBER 1.1
Election of Mr AV Van Buuren as an Executive Director
“RESOLVED that Mr AV Van Buuren, being a new
appointment to the Board be and is hereby elected as an
Executive Director of the Company.”
The election of the abovementioned Executive Director will
be conducted by a series of votes, each of which is on the
candidacy of a single individual to fill a single vacancy as
required under section 68(2) of the Act.
For the above resolution to be passed, votes in favour must
represent at least 50% +1 of all votes cast and/or exercised
at the meeting.
ORDINARY RESOLUTION NUMBER 1.2
Election of Mr A Banderker as a Non-executive Director
“RESOLVED that Mr A Banderker, being a new appointment
to the Board be and is hereby elected as a Non-executive
Director of the Company.”
The election of the abovementioned Non-executive Director
will be conducted by a series of votes, each of which is on
the candidacy of a single individual to fill a single vacancy as
required under section 68(2) of the Act.
For the above resolution to be passed, votes in favour must
represent at least 50% +1 of all votes cast and/or exercised
at the meeting.
ORDINARY RESOLUTION NUMBER 1.3
Election of Mr IM Kirk as a Non-executive Director
“RESOLVED that Mr IM Kirk, being a new appointment
to the Board be and is hereby elected as a Non-executive
Director of the Company.”
The election of the abovementioned Non-executive Director
will be conducted by a series of votes, each of which is on
the candidacy of a single individual to fill a single vacancy as
required under section 68(2) of the Act.