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Results of annual general meeting
ROLFES HOLDINGS LIMITED
Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF & ISIN: ZAE000159836
("Rolfes" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are hereby advised that, at the annual general meeting
of shareholders of the Company held today, 27 November 2018 at First
Floor, The Oval West, Wanderers Office Park, 52 Corlett Drive,
Illovo, all the proposed ordinary and special resolutions, as set
out in the notice of annual general meeting contained in the
Integrated Report for the financial year ended 30 June 2018, which
was posted to shareholders on 29 October 2018, were passed by the
requisite majority of shareholders present and voting, in person or
by proxy.
Details of the results of voting at the annual general meeting are
as follows:
- Total number of issued ordinary shares: 161 942 800
- Total number of issued ordinary shares net of treasury shares
(“Total Votable Ordinary Shares”): 161 301 468
- Total number of issued ordinary shares which were
present/represented at the annual general meeting: 116 591 822
being 72.28% of the Total Votable Ordinary Shares.
Ordinary resolution number 1.1: Re-election of director, MS Teke
For Against Abstentions (2) Shares voted(3)
116 381 268, 33 700, being 176 854, being 116 414 968,
being 99.97% 0.03% 0.11% being 72.17%
Ordinary resolution number 1.2: Re-election of director, DM Mncube
For Against Abstentions (2) Shares voted(3)
116 381 268, 33 700, being 176 854, being 116 414 968,
being 99.97% 0.03% 0.11% being 72.17%
Ordinary resolution number 1.3: Re-election of director, MM Dyasi
For Against Abstentions (2) Shares voted(3)
116 381 268, 33 700, being 176 854, being 116 414 968,
being 99.97% 0.03% 0.11% being 72.17%
Ordinary resolution number 2.1: Election of Audit and Risk Committee
member, MG Mokoka
For Against Abstentions (2) Shares voted(3)
116 381 268, 33 700, being 176 854, being 116 414 968,
being 99.97% 0.03% 0.11% being 72.17%
Ordinary resolution number 2.2: Election of Audit and Risk Committee
member, MM Dyasi
For Against Abstentions (2) Shares voted(3)
116 381 268, 33 700, being 176 854, being 116 414 968,
being 99.97% 0.03% 0.11% being 72.17%
Ordinary resolution number 2.3: Election of Audit and Risk Committee
member, DM Mncube
For Against Abstentions (2) Shares voted(3)
116 381 268, 33 700, being 176 854, being 116 414 968,
being 99.97% 0.03% 0.11% being 72.17%
Ordinary resolution number 2.4: Election of Audit and Risk Committee
member, SS Mafoyane
For Against Abstentions (2) Shares voted(3)
116 381 268, 33 700, being 176 854, being 116 414 968,
being 99.97% 0.03% 0.11% being 72.17%
Ordinary resolution number 3: Re-appointment of external auditors
and Henning Opperman as lead audit partner
For Against Abstentions (2) Shares voted(3)
116 416 268, 42 700, being 132 854, being 116 458 968,
being 99.96% 0.04% 0.08% being 72.20%
Ordinary resolution number 4: General authority to allot and issue
ordinary shares
For Against Abstentions (2) Shares voted(3)
111 982 038, 4 481 280, being 128 504, being 116 463 318,
being 96.15% 3.85% 0.08% being 72.20%
Ordinary resolution number 5: Authority to implement resolutions
For Against Abstentions (2) Shares voted(3)
116 425 838, 37 480, being 128 504, being 116 463 318,
being 99.97% 0.03% 0.08% being 72.20%
Non-binding ordinary resolution number 1: Advisory vote on
remuneration policy
For Against Abstentions (2) Shares voted(3)
116 324 503, 79 315, being 188 004, being 116 403 818,
being 99.93% 0.07% 0.12% being 72.17%
Non-binding ordinary resolution number 2: Advisory vote on
remuneration implementation report
For Against Abstentions (2) Shares voted(3)
116 324 503, 78 315, being 189 004, being 116 402 818,
being 99.93% 0.07% 0.12% being 72.16%
Special resolution number 1: Remuneration payable to non-executive
directors
For Against Abstentions (2) Shares voted(3)
116 228 503, 90 315, being 273 004, being 116 318 818,
being 99.92% 0.08% 0.17% being 72.11%
Special resolution number 2: General authority to issue shares for
cash
For Against Abstentions (2) Shares voted(3)
115 722 706, 759 612, being 109 504, being 116 482 318,
being 99.35% 0.65% 0.07% being 72.21%
Special resolution number 3: General authority to repurchase shares
For Against Abstentions (2) Shares voted(3)
116 476 618, 5 700, being 109 504, being 116 482 318,
being 100.00% 0.00% 0.07% being 72.21%
Special resolution number 4: General authority to provided financial
assistance to related or inter-related entities
For Against Abstentions (2) Shares voted(3)
116 405 353, 60 715, being 125 754, being 116 466 068,
being 99.95% 0.05% 0.08% being 72.20%
Notes:
(1) The votes carried for and against each individual resolution are
disclosed as a percentage in relation to the total number of ordinary
shares voted (whether in person or by proxy) in respect of such
individual resolution at the annual general meeting.
(2)The total number of ordinary shares abstained in respect of each
individual resolution (whether in person or by proxy) is disclosed as
a percentage in relation to the Total Votable Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person or
by proxy) at the annual general meeting in respect of each individual
resolution is disclosed as a percentage in relation to the Total
Votable Ordinary Shares.
Johannesburg
27 November 2018
Sponsor: Grindrod Bank Limited
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