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AFROCENTRIC GROUP
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Material change
Other than the facts and developments reported on in the 2017 Annual Financial Statements, there has been no material changes
in the financial or trading position of the Company or its subsidiaries since the Company’s financial year end and the signature date
of this Integrated Annual Report.
SPECIAL RESOLUTION NUMBER 3
Financial assistance to a related or inter-related company or companies
“
RESOLVED
that, in terms of section 45(3)(a)(ii) of the Companies Act, as a general approval, the Board of the Company be and
is hereby authorised to approve that the Company provides any direct or indirect financial assistance (“
financial assistance
” will
herein have the meaning attributed to it in section 45(1) of the Act) that the Board of the Company may deem fit to any company
or corporation that is related or inter-related (“
related
” or “
inter-related
” will herein have the meaning attributed to it in section 2
of the Act) to the Company, on the terms and conditions and for amounts that the Board of the Company may determine, provided
that the aforementioned approval shall be valid until the date of the next Annual General Meeting of the Company.”
Reason for and effect
The reason and effect of this special resolution number 3 is to grant the Board the authority to authorise the Company to provide
financial assistance as contemplated in section 45 of the Act to a related or inter-related company or corporation.
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.
SPECIAL RESOLUTION NUMBER 4
Financial assistance for subscription of shares to related or inter-related companies
“
RESOLVED
that, in terms of section 44(3)(a)(ii) of The Act, as a general approval, the Board of the Company be and is hereby
authorised to approve that the Company provides any direct or indirect financial assistance (“
financial assistance
” will herein
have the meaning attributed to it in sections 44(1) and 44(2) of the Act) that the Board of the Company may deem fit to any
company or corporation that is related or inter-related to the Company (“
related
” or “
inter-related
” will herein have the meaning
attributed to it in section 2 of the Act) and/or to any financier who provides funding by subscribing for preference shares or other
securities in the Company or any company or corporation that is related or inter-related to the Company, on the terms and
conditions and for amounts that the Board of the Company may determine for the purpose of, or in connection with the subscription
of any option, or any shares or other securities, issued or to be issued by the Company or a related or inter-related company or
corporation, or for the purchase of any shares or securities of the Company or a related or inter-related company or corporation,
provided that the aforementioned approval shall be valid for two years or until the date of the next Annual General Meeting of
the Company.”
Reason for and effect
The reason and effect of special resolution number 4 is to grant the directors the authority, in terms of section 44(3)(a)(ii) of the Act,
authority, to provide financial assistance to any company or corporation which is related or inter-related to the Company and/or to
any financier for the purpose of or in connection with the subscription or purchase of options, shares or other securities in the
Company or any related or inter-related company or corporation.
This means that the Company is authorised,
inter alia
, to grant loans to its subsidiaries and to guarantee and furnish security for
the debt of its subsidiaries where any such financial assistance is directly or indirectly related to a party subscribing for options,
shares or securities in the Company or its subsidiaries.
A typical example of where the Company may rely on this authority is where a subsidiary raised funds by way of issuing preference
shares and the third-party funder requires the Company to furnish security, by way of a guarantee or otherwise, for the obligations
of its subsidiary to the third-party funder arising from the issue of the preference shares. The Company has no immediate plans to
use this authority and is simply obtaining same in the interests of prudence and good corporate governance should the unforeseen
need arise to use the authority
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.
NOTICE OF ANNUAL GENERAL MEETING CONTINUED
SHAREHOLDER INFORMATION