The shareholding of Sunday Morning (Pty) Ltd is a follows:

Armin:             50% Class A Ordinary Shares with a par value of N$1 each

Bella:               30% Class A Ordinary Shares with a par value of N$1 each

Charles:           9% Class A Ordinary Shares with a par value of N$1 each

Dodo:               6% Class A Ordinary Shares with a par value of N$1 each

Ella:                 5% Class A Ordinary Shares with a par value of N$1 each

Frits:                100% Class B Redeemable Preference Shares with a par value of N$1 each

The directors are Armin, Bella, and Charles. Armin is the Chairperson of the Board of Directors. All dividends due to the preference shareholder have been fully paid to date.

In each of the following instances indicate whether the resolution described therein has been properly adopted at a general meeting of members:

1. Notice of the AGM was delivered to the shareholders on 1 May 2021. The meeting took place on 23 May 2021. At the meeting the shareholders all vote in favour of replacing the company’s external auditors.  NO or YES 
2. Dodo and Ella call a meeting in terms of Section 188 of the Companies Act, 2004. Charles, Dodo and Ella are present at the meeting. Dodo and Ella vote in favour of an ordinary resolution instructing the Board of Directors to provide them with certain information concerning an intended transaction by the Board.  NO or YES 
3. The Board of Directors convene a Special General Meeting at short notice. Dodo objects to the short notice, but the meeting goes ahead. All the other members vote in favour of the resolution tabled.  NO or YES 
4. A meeting is convened to adopt a special resolution amending the percentage dividends payable to the preference shareholders. All the Class A shareholders are present and vote in favour of the resolution. Frits was not invited to the meeting.  NO or YES 
5. A meeting is convened to adopt a resolution amending the company’s constitution to allow the company to buy back shares in terms of Section 89 of the Company’s Act, 2004. Bella, Charles, Dodo and Ella are present. Voting takes place by show of hands. Charles, Dodo and Ella vote in favour of the resolution.  NO or YES