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AFROCENTRIC GROUP
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NOTES TO THE FORM OF PROXY
SHAREHOLDER INFORMATION
1. A shareholder may insert the name of a proxy or the names of two alternative proxies of the shareholder’s choice in the
space(s) provided. The person whose name appears first on this form of proxy and who is present at the Annual General
Meeting will be entitled to act as proxy to the exclusion of those whose names follow.
2. A proxy appointed by a shareholder in terms hereof may not delegate his authority to act on behalf of the shareholder to any
other person.
3. A shareholder’s instructions to the proxy must be indicated by the insertion of the relevant number of votes exercisable by the
shareholder in the appropriate box provided. Failure to comply with the above will be deemed to authorise the proxy to vote
or abstain from voting at the Annual General Meeting as he deems fit in respect of the entire shareholder’s votes exercisable
thereat.
4. Forms of proxy must be lodged at or posted to Computershare Investor Services Proprietary Limited, Rosebank Towers,
15 Biermann Avenue, Rosebank, 2196 (PO Box 61051, Marshalltown, 2107) to be received by not later than 10h00 on
Monday, 6 November 2017 or not less than 48 hours before the recommencement of any adjourned or postponed meeting,
or 10 minutes before the Annual General Meeting is due to commence or recommence.
5. The completion and lodging of this form of proxy will not preclude the relevant shareholder from attending the Annual General
Meeting and speaking and voting in person thereat to the exclusion of any proxy appointed in terms hereof, should such
shareholder wish to do so. In addition to the foregoing, a shareholder may revoke the proxy appointment by:
(i)
cancelling it in writing, or making a later inconsistent appointment of a proxy; and
(ii)
delivering a copy of the revocation instrument to the proxy, and to AfroCentric. The revocation of a proxy appointment
constitutes a complete and final cancellation of the proxy’s authority to act on behalf of the shareholder as at the later of
the date stated in the revocation instrument, if any; or the date on which the revocation instrument was delivered in the
required manner.
6. The chairman of the Annual General Meeting may reject or accept any form of proxy which is completed and/or received,
otherwise than in accordance with these notes, provided that, in respect of acceptances, the chairman is satisfied as to the
manner in which the shareholder (s) concerned wish (es) to vote.
7. Each shareholder is entitled to appoint one or more proxies (none of whom need be a shareholder) to attend, speak and vote
in place of that shareholder at the Annual General Meeting.
8. Documentary evidence establishing the authority of a person signing this form of proxy in a representative capacity must be
attached to this form of proxy unless previously recorded by AfroCentric or the transfer secretaries or waived by the chairman
of the Annual General Meeting.
9. Any alteration or correction made to this form of proxy must be initialled by the signatory(ies).
10. Where there are joint holders of shares:
10.1 any one holder may sign this form of proxy; and
10.2 the vote of the senior (for that purpose seniority will be determined by the order in which the names of shareholders
appear in the Register) who tenders a vote (whether in person or by proxy) will be accepted to the exclusion of the vote(s)
of the other joint holder(s) of shares.
11. The form of proxy may be used at any adjournment or postponement of the Annual General Meeting, including any
postponement due to a lack of quorum, unless withdrawn by the shareholder.
12. An extract from the Act reflecting the provisions of section 58 of the Act is attached as an appendix to this form of proxy.
13. Unlisted securities (If applicable) and shares held as treasury shares may not vote.