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AfroCentric INTEGRATED ANNUAL REPORT 2016
108
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 1.4
Election of Dr ND Munisi as a Non-Executive Director
“
RESOLVED
that Dr ND Munisi, 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.
Brief résumés for these Directors appears on page 18 of the
2016 Integrated Annual Report.
ORDINARY RESOLUTION NUMBER 2
RETIREMENT AND RE-ELECTION OF DIRECTORS
In terms of the Company’s MOI, one third of the Non-
executive Directors of the Company must retire by rotation
every year at the Company’s Annual General Meeting.
Accordingly, the following Directors retire by rotation at the
Annual General Meeting,
Mr JG Appelgryn;
Mr GL Napier; and
Dr NB Bam.
ORDINARY RESOLUTION NUMBER 2.1
Re-election of Mr JG Appelgryn as a Non-executive
Director
“
RESOLVED
that Mr JG Appelgryn, who retires by rotation
in terms of the MOI of the Company, being eligible and
offering himself for re-election, be and is hereby re-elected
as a Non-executive Director of the Company.”
ORDINARY RESOLUTION NUMBER 2.2
Re-election of Mr GL Napier as a Non-executive Director
“
RESOLVED
that Mr GL Napier, who retires by rotation
in terms of the MOI of the Company, being eligible and
offering himself for re-election, be and is hereby re-elected
as a Non-executive Director of the Company.”
ORDINARY RESOLUTION NUMBER 2.3
Re-election of Dr NB Bam as a Non-executive Director
“
RESOLVED
that Dr NB Bam, who retires by rotation in terms
of the MOI of the Company, being eligible and offering
herself for re-election, be and is hereby re-elected as a Non-
executive Director of the Company.”
Brief résumés for these Directors appear on page 18 of the
2016 Integrated Annual Report.
For the above resolutions 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 3
APPOINTMENT OF GROUP AUDIT AND RISK
COMMITTEE MEMBERS
“
RESOLVED
that an Audit and Risk Committee comprising
Independent Non-executive Directors, as provided in Section
94(4) of the Act, set out below be and is hereby appointed
in terms of Section 94(2) of the Act to hold office until the
next Annual General Meeting and to perform the duties and
responsibilities stipulated in section 94(7) of the Act and King
III Report on Governance for South Africa 2009.
The Board of Directors has assessed the performance of
the Group Audit and Risk Committee members standing for
election and has found them suitable for appointment. Brief
résumés for these Directors appear on page 18 of the 2016
Integrated Annual Report.”
ORDINARY RESOLUTION 3.1
“
RESOLVED
that, Ms LL Dhlamini, is elected as a member
and chairperson of the Audit and Risk Committee.”
ORDINARY RESOLUTION 3.2
“
RESOLVED
that, subject to the passing of Ordinary
Resolution Number 2.2, Mr GL Napier, is elected as a
member of the Audit and Risk Committee.”
ORDINARY RESOLUTION 3.3
“
RESOLVED
that, Mr A Banderker, is elected as a member of
the Audit and Risk Committee.”
For the above resolutions 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 4
RE-APPOINTMENT OF INDEPENDENT AUDITOR AND
DESIGNATED AUDIT PARTNER
The Group Audit and Risk Committee has assessed
PricewaterhouseCoopers Incorporated’s performance,
independence and suitability and has nominated them for
reappointment as the independent auditor of the Group, to
hold office until the next Annual General Meeting.
“
RESOLVED
that PricewaterhouseCoopers Incorporated,
with the designated audit partner being Mr V Muguto, be
and is hereby re-appointed as the independent auditor of the
Group for the ensuing year.”
For this resolution to be passed, votes in favour must
represent at least 50% +1 of all votes cast and/or exercised
at the meeting.
NOTICE OF ANNUAL GENERAL MEETING (continued)