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Results of annual general meeting and details of engagement with shareholders
York Timber Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1916/004890/06
JSE share code: YRK
ISIN: ZAE000133450
(“York” or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING AND DETAILS OF ENGAGEMENT WITH
SHAREHOLDERS
York shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of
Shareholders held on Wednesday, 14 November 2018, all the ordinary and special resolutions, were
approved by the requisite majority of Shareholders present or represented by proxy.
All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the
percentage of votes carried for and against each resolution, are as follows:
Ordinary resolution number 1: Adoption of the annual financial statements
Shares Voted Abstained For Against
256 888 202 0.06% 100.00% 0.00%
77.55%
Ordinary resolution number 2: Re-election of directors who retire by rotation (by separate
resolutions)
Ordinary resolution number 2.1: Shakeel Meer
Shares Voted Abstained For Against
256 868 202 0.07% 100.00% 0.00%
77.55%
Ordinary resolution number 2.2: Dinga Mncube
Shares Voted Abstained For Against
256 972 454 0.03% 100.00% 0.00%
77.58%
Ordinary resolution number 2.3: Thabo Mokgatlha
Shares Voted Abstained For Against
256 888 202 0.06% 82.79% 17.21%
77.55%
Ordinary resolution number 2.4: Gavin Tipper
Shares Voted Abstained For Against
212 680 034 13.41% 100% 0.00%
64.21%
Ordinary resolution number 2.5: To ratify the appointment of Gerald Stoltz who was appointed by
the Board as an executive director of the Company with effect from 1 December 2017
Shares Voted Abstained For Against
256 888 202 0.06% 100% 0.00%
77.55%
Ordinary resolution number 3: Appointment of external auditor
Shares Voted Abstained For Against
256 888 202 0.06% 100.00% 0.00%
77.55%
Ordinary resolution number 4: Election of Audit Committee members (by separate resolutions)
Ordinary resolution number 4.1: Gavin Tipper
Shares Voted Abstained For Against
212 680 034 13.41% 100.00% 0.00%
64.21%
Ordinary resolution number 4.2: Dr Azar Jammine
Shares Voted Abstained For Against
256 868 202 0.07% 100.00% 0.00%
77.55%
Ordinary resolution number 4.3: Thabo Mokgatlha
Shares Voted Abstained For Against
256 888 202 0.06% 82.79% 17.21%
77.55%
Ordinary resolution number 5.1: Endorsement of York’s remuneration policy
Shares Voted Abstained For Against
256 962 454 0.04% 40.56% 59.44%
77.58%
Ordinary resolution number 5.2: Endorsement of York’s remuneration implementation report
Shares Voted Abstained For Against
256 972 454 0.03% 40.56% 59.44%
77.58%
*As a result of more than 25% of the votes cast against ordinary resolutions number 5.1 and 5.2, York
invites those Shareholders who voted against either of these resolutions to engage with the
Company. Further details of the method of engagement are set out at the end of this announcement.
Ordinary resolution number 6: General authority to issue shares for cash
Shares Voted Abstained For Against
256 888 202 0.06% 94.56% 5.44%
77.55%
Ordinary resolution number 7: Placing authorised but unissued shares under the control of the
Board
Shares Voted Abstained For Against
256 888 202 0.06% 94.56% 5.44%
77.55%
Special resolution number 1: General authority to acquire (repurchase) shares
Shares Voted Abstained For Against
256 888 202 0.06% 99.32% 0.68%
77.55%
Special resolution number 2: Remuneration of non-executive directors for the period January 2019
to December 2019 (by separate resolutions)
Special resolution number 2.1: Chairman of the Board
Shares Voted Abstained For Against
256 887 202 0.06% 99.99% 0.01%
77.55%
Special resolution number 2.2: Non-executive directors
Shares Voted Abstained For Against
256 887 202 0.06% 99.99% 0.01%
77.55%
Special resolution number 2.3**: Chairman and member of the Audit Committee
Shares Voted Abstained For Against
230 002 010 0.06% 91.90% 8.10%
69.44%
Special resolution number 2.4**: Chairman and member of the Social and Ethics Committee
Shares Voted Abstained For Against
227 795 942 0.06% 92.79% 7.21%
68.77%
Special resolution number 2.5**: Chairman and member of the Risk and Opportunity Committee
Shares Voted Abstained For Against
227 795 942 0.06% 92.79% 7.21%
68.77%
Special resolution number 2.6**: Chairman and member of the Remuneration and Nomination
Committee
Shares Voted Abstained For Against
227 805 942 0.06% 92.79% 7.21%
68.77%
** A modification to special resolutions number 2.3, 2.4, 2.5 and 2.6 was tabled at the AGM prior to
proposing the resolutions. In terms of the modifications, the Company will pay the non-executive
directors for their services as the respective chairpersons and members of the Company’s
committees, the fees previously paid in the 2018 calendar year, for the period January 2019 to
December 2019.
Special resolution number 2.7: Increase in the fees payable to non-executive directors for the
period January 2020 to December 2020
Shares Voted Abstained For Against
256 887 202 0.06% 99.99% 0.01%
77.55%
Notes
- Percentages of shares voted are calculated in relation to the total issued share capital of York.
- Percentages of shares for and against are calculated in relation to the total number of shares
voted for each resolution.
- Abstentions are calculated as a percentage in relation to the total issued share capital of York.
*As required in terms of the King IV Report on Corporate Governance for South Africa, 2016 and
paragraph 3.84(k) of the JSE Limited Listings Requirements, York invites those Shareholders who
voted against ordinary resolutions number 5.1 and 5.2 (“Dissenting Shareholders”) to engage with
the Company regarding their views on York’s remuneration policy and remuneration implementation
report. Dissenting Shareholders may forward their concerns / questions regarding York’s
remuneration policy and the implementation thereof to the company secretary via email at
shsieh@york.co.za by 9am on Wednesday, 21 November 2018. Following receipt of written
communication by the company secretary, such Dissenting Shareholders will be invited to attend a
meeting (and for those who are unable to attend, participate via teleconference) with the Chairman of
the Remuneration Committee, Dr Azar Jammine, at 9am on Monday, 26 November 2018 (“Meeting”),
to discuss the concerns / questions raised. The venue of the Meeting will be communicated to
Dissenting Shareholders who have forwarded their concerns / questions to the company secretary.
Sabie, Mpumalanga
15 November 2018
Sponsor
One Capital
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