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AFROCENTRIC GROUP
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SHAREHOLDER INFORMATION
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
Reason for and effect
The reason and effect of this ordinary resolution number 5 is to seek a general authority and approval for the directors to allot and
issue ordinary shares in the authorised but unissued share capital of the Company (excluding shares issued pursuant to the
Company’s share incentive scheme), up to 15% (82 628 808 shares) of the number of ordinary shares of the Company in issue at
the date of passing of this resolution, in order to enable the Company to take advantage of business opportunities which might
arise in the future.
For this resolution to be passed, votes in favour must represent at least 75% of all votes cast and/or exercised at the meeting.
At present, the directors have no specific intention to use this authority and the authority will thus only be used if circumstances
are appropriate.
ORDINARY RESOLUTION NUMBER 6
Approval of the remuneration policy
“RESOLVED
that by a non-binding advisory vote, the Company’s remuneration policy as set out in the remuneration report on
pages 96 to 103 of the 2017 Integrated Annual Report be and is hereby endorsed.”
Reason for and effect
The King Code on Governance for South Africa recommends that the remuneration policy of a company be tabled for a
non-binding advisory vote by shareholders at each AGM.
This enables shareholders to express their views on the remuneration policies adopted. Ordinary Resolution 6 is of an advisory
nature only and failure to pass this resolution will therefore not have any legal consequences relating to existing remuneration
arrangements.
However, the Board will take the outcome of the vote into consideration when considering amendments to the Company’s
remuneration policy.
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.
ORDINARY RESOLUTION NUMBER 7
Approval of the remuneration implementation report
“RESOLVED
that by a non-binding advisory vote, the Company’s remuneration implementation report as set out on pages 96 to
103 of the 2017 Integrated Annual Report be and is hereby endorsed.”
Reason for and effect
The King Code on Governance for South Africa recommends that the implementation of a company’s remuneration policy be
tabled for a non-binding advisory vote by shareholders at each AGM.
This enables shareholders to express their views on the implementation of the Company’s remuneration policies. Ordinary
Resolution 7 is of an advisory nature only, and failure to pass this resolution will therefore not have any legal consequences relating
to existing remuneration arrangements.
However, the Board will take the outcome of the vote into consideration when considering amendments to the Company’s
remuneration policy.
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
ORDINARY RESOLUTION NUMBER 8
Adoption of the AfroCentric Group Long-Term Incentive Plan
“Resolved as an ordinary resolution, that the adoption by the Company of the AfroCentric Group Long-Term Incentive Plan (“Plan”)
in terms of Schedule 14 of the JSE Listings Requirements, the salient terms (“Salient Features”) of which are included in Annexure A
of this Integrated Annual Report (“Report”) and the complete document recording the terms of the Plan having been made available
for inspection by shareholders at least 14 days prior to the date of this meeting and having been initialled by the chairman of this
meeting for identification purposes, and tabled at this meeting, be and is hereby ratified and approved.