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Results of the annual general meeting
Nampak Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1968/008070/06
Share Code: NPK
ISIN: ZAE 000071676
(“Nampak”)
Results of the annual general meeting of Nampak Limited held on
1 February 2018
Nampak shareholders are advised that the results of the business
conducted at the annual general meeting held on Thursday, 1 February
2018 at The Forum at The Campus, Wanderers building, 57 Sloane Street,
Bryanston, South Africa, are as follows:
• On Friday, 26 January 2018, the record date of the annual general
meeting, the total number of Nampak shares in issue was 689 766 631
of which 644 695 777(excluding the treasury shares) were eligible to
vote.
• The total number of shares that were present in person or by proxy
at the annual general meeting was 581 710 020 being 90.23% of the
total number of Nampak shares that could have been voted at the
annual general meeting.
1. The audited annual financial statements of the Company and the
Group, including the reports of the directors, external auditors,
the audit committee and the social, ethics and transformation
committee for the financial year ended 30 September 2017 were
presented.
2. Ordinary resolution number 1: to re-elect RJ Khoza as a director of
the Company:
For Against Abstain Shares voted
530 319 711 49 968 521 1 421 788 580 288 232
91.39% 8.61% 0.22% 90.01%
3. Ordinary resolution number 2: to re-elect TT Mboweni as a director
of the Company:
For Against Abstain Shares voted
571 235 428 9 050 823 1 423 769 580 286 251
98.44% 1.56% 0.22% 90.01%
4. Ordinary resolution number 3: to re-elect IN Mkhari as a director
of the Company:
For Against Abstain Shares voted
580 253 696 33 786 1 422 538 580 287 482
99,99% 0.01% 0.22% 90.01%
5. Ordinary resolution number 4: to re-elect E Ikazoboh as a director
of the Company:
For Against Abstain Shares voted
579 728 224 559 258 1 422 538 580 287 482
99.90% 0.10% 0.22% 90.01%
6. Ordinary resolution number 5: to elect J John as a director of the
Company:
For Against Abstain Shares voted
579 842 687 445 545 1 421 788 580 288 232
99,92% 0.08% 0.22% 90.01%
7. Ordinary resolution number 6: to elect MMF Seleoane as a director
of the Company:
For Against Abstain Shares voted
578 315 235 1 972 247 1 422 538 580 287 482
99.66% 0.34% 0.22% 90.01%
8. Ordinary resolution number 7: to re-appoint Deloitte & Touche as
external auditors and to appoint T Kalan as the designated
individual registered auditor:
For Against Abstain Shares voted
562 595 105 17 706 327 1 408 588 580 301 432
96.95% 3.05% 0.22% 90.01%
9. Ordinary resolution number 8: to appoint RC Andersen as a member of
the audit committee:
For Against Abstain Shares voted
568 404 745 11 883 487 1 421 788 580 288 232
97.95% 2.05% 0.22% 90.01%
10. Ordinary resolution number 9: to appoint NV Lila as a member of the
audit committee:
For Against Abstain Shares voted
580 262 896 24 586 1 422 538 580 287 482
100% 0.00% 0.22% 90.01%
11. Ordinary resolution number 10: to appoint IN Mkhari as a member of
the audit committee:
For Against Abstain Shares voted
580 263 096 24 386 1 422 538 580 287 482
100% 0.00% 0.22% 90.01%
12. Ordinary resolution number 11: to appoint J John as a member of the
audit committee:
For Against Abstain Shares voted
579 381 663 906 569 1 421 788 580 288 232
99.84% 0.16% 0.22% 90.01%
13. To endorse on an advisory basis the company’s remuneration policy:
For Against Abstain Shares voted
362 973 652 213 352 199 5 384 169 576 325 851
62.98% 37.02% 0.84% 89.40%
14. To endorse on an advisory basis the implementation report of the
company’s remuneration policy:
For Against Abstain Shares voted
360 387 117 216 226 005 5 096 898 576 613 122
62.50% 37.50% 0.79% 89.44%
In order to give effect to the minimum measures referred to in King
IV, and given that the remuneration policy and the implementation
report were voted against by shareholders exercising 25% and more of
the voting rights exercised, Nampak invites all dissenting
shareholders to submit their reasons for voting against the policy
and the implementation report to Ms Kidd at Lynne.Kidd@nampak.com,
whereafter, depending on the number and nature of submissions
received, Nampak will contact such shareholders as soon as possible
to arrange further engagement as required.
15. Special resolution number 1: to approve the fees payable to the
non-executive directors with effect from 1 October 2017:
For Against Abstain Shares voted
579 222 361 1 059 490 1 428 169 580 281 851
99.82% 0.18% 0.22% 90.01%
16. Special resolution number 2: to authorise the board of directors of
the company to provide financial assistance in terms of sections 44
and 45 of the Companies Act:
For Against Abstain Shares voted
405 284 610 175 875 200 550 210 581 159 810
69.74% 30.26% 0.09% 90.14%
17. Special resolution number 3: to authorise the board of directors of
the company to approve the general repurchase by the company or
purchase by any of its subsidiaries of any of the company’s
ordinary shares on the JSE Limited:
For Against Abstain Shares voted
569 574 515 7 078 028 5 057 477 576 652 543
98.77% 1.23% 0.78% 89.45%
18. Special resolution number 4: to authorise the board of directors of
the company, when any general repurchase by the company takes
place, to approve the purchase by the company of its issued shares
from a director and/ or a prescribed officer of the company, and/or
person related to a director or prescribed officer of the company:
For Against Abstain Shares voted
555 436 942 21 217 582 5 055 496 576 654 524
96.32% 3.68% 0.78% 89.45%
Bryanston
1 February 2018
Sponsor:
UBS South Africa (Pty) Ltd
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