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AFROCENTRIC GROUP
124
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
“
RESOLVED
as a special resolution in terms of the Act that the remuneration of Non-executive Directors for the period 1 January 2018
until 31 December 2018 be and is hereby approved as follows:
Position
Current (2017)
(R)
Recommended
Increase
(%)
Proposed (2018)
(R)
Main Board (annualised fee)
Chairman
833 000
Benchmarked
1 200 000
Deputy
861 000
Benchmarked
900 700
Member
209 400
6.5
223 000
Subsidiary Board
Chairman
19 155
6.5
20 400
(Per meeting fee)
Member
14 047
6.5
15 000
Audit and Risk Committee
Chairman
25 539
6.5
27 200
(Per meeting fee)
Member
18 574
6.5
20 000
Remuneration Committee
Chairman
19 155
6.5
20 400
(Per meeting fee)
Member
14 047
6.5
15 000
Nomination Committee
Chairman
19 155
6.5
20 400
(Per meeting fee)
Member
14 047
6.5
15 000
Social and Ethics Committee
Chairman
19 155
6.5
20 400
(Per meeting fee)
Member
14 047
6.5
15 000
Investment Committee
Chairman
19 155
6.5
20 400
(Per meeting fee)
Member
14 047
6.5
15 000
ICT Steering Committee
(Per meeting fee)
Member
14 047
6.5
15 000
Reason for and effect
The reason and effect of this special resolution number 1 is to approve the remuneration of Non-executive Directors for the next
12 months, [payable quarterly in arrears], with effect from 1 January 2018 until 31 December 2018.
For this resolution to be passed, votes in favour of the resolution must represent at least 75% of all votes cast and/or exercised at
the meeting.
The decision to include subsidiary Board and Committee meeting fees had been introduced at the Group level resulting from a
change in the Company’s internal structures, primarily relating to AfroCentric Health. Therefore as a result of rationalisation and
amalgamation requirements between the two companies, this resulted in the fees reflected in the table above.
SPECIAL RESOLUTION NUMBER 2
General authority to repurchase shares
“
RESOLVED
that as a special resolution that the Company and/or any subsidiary of the Company (“the Group”) be and is hereby
authorised by way of a general approval as contemplated in section 48 of the Act to acquire from time to time issued ordinary
shares of the Company, upon such terms and conditions and in such amounts as the directors of the Company may from time to
time determine, but subject to the MOI of the Company and the provisions of the Act and provided:
1 any repurchase of shares must be effected through the order book operated by the JSE trading system and done without any
prior understanding or arrangement between the Company and the counterparty;
2 at any point in time, the Company may only appoint one agent to effect any repurchases on its behalf;
3 the number of shares which may be repurchased pursuant to this authority in any financial year may not in the aggregate
exceed 5% (five per cent) of the Company’s issued share capital as at the date of passing of this general resolution or 10%
(ten per cent) of the Company’s issued share capital in the case of an acquisition of shares in the Company by a wholly owned
subsidiary of the Company;
4 repurchases of shares may not be made at a price greater than 10% (ten per cent) above the weighted average of the market
value of the shares for the 5 (five) business days immediately preceding the date on which the transaction was effected;
SHAREHOLDER INFORMATION