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INTEGRATED REPORT 2017
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1988/000570/06
JSE Share Code: ACT
ISIN: ZAE000078416
(“AfroCentric” or “the Company” or “the Group”)
All terms defined in the 2017 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 11th Annual General Meeting of shareholders for the year ended 30 June 2017 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
Wednesday, 8 November 2017
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 Limited (“JSE”) Listings Requirements, as amended from
time to time (“
Listings Requirements
”).
The Board of Directors of the Company (“the Board”) 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, 29 September 2017;
• trade in order to be eligible to participate in and vote at the Annual General Meeting as Tuesday, 31 October 2017; and
• participate in and vote at the Annual General Meeting being the voting record date as Friday, 3 November 2017.
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 2017, will be presented to shareholders as
required in terms of section 30(3)(d) of the Act. The complete set of audited consolidated annual financial statements, together with
the report of the directors and the independent auditors’ report are set out on pages 4 to 10 and pages 13 to 17 of the 2017 Annual
Financial Statements. The Audit and Risk Committee report is set out on pages 2 and 3 of the 2017 Annual Financial Statements.
The Integrated Annual Report is also available on the Company’s website:
www.afrocentric.za.comRESOLUTIONS
To consider and if deemed fit, approve, with or without modification the following ordinary and special resolutions:
ORDINARY RESOLUTIONS
The Board 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 SE Mmakau and Ms HG Motau were appointed by the Board during the year under review, and
shareholders are hereby requested to confirm such appointments:
Accordingly, shareholders are requested to consider and, if deemed fit, to elect the directors named above by way of passing the
separate ordinary resolution numbers 1.1 and 1.2. set out below as required under section 68(2) of the Act.
Ordinary Resolution Number 1.1
Election of Mr SE Mmakau as an Independent Non-executive Director
“
RESOLVED
that Mr SE Mmakau, being a new appointment to the Board be and is hereby elected as an independent
Non-executive Director of the Company.”
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.