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TRUWTHS:  5,040   +153 (+3.13%)  06/11/2026 14:11

TRUWORTHS INTERNATIONAL LIMITED - Results of annual general meeting

Release Date: 06/11/2026 12:00
Code(s): TRU     PDF:  
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Results of annual general meeting

TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/017491/06)
JSE and A2X code: TRU
NSX code: TRW
ISIN: ZAE000028296
LEI: 37890099AFD770037522
(“Truworths”, the “company” or the “group”)

RESULTS OF ANNUAL GENERAL MEETING

Truworths advises that at the annual general meeting (“AGM”) of the company’s shareholders
(“shareholders”) held on Thursday, 5 November 2026, all the ordinary resolutions and special
resolutions, as set out in the notice of the AGM dated 25 September 2026, were approved by the
requisite majority of shareholders.

Truworths has 398 779 332 total shares in issue (“shares in issue”). The number of shares eligible to
vote at the AGM was 361 887 021 (“voteable shares”), calculated as the total number of Truworths
shares in issue, less repurchased shares and shares held by the group under its share schemes, as at
the record date for the AGM.

A total of 299 480 906 Truworths shares were represented at the AGM, in person or by proxy,
representing 82.76% of the voteable shares.

Having regard to the notes below, details of the voting on the resolutions are as follows:

Item number 1: To receive and consider the group and company Audited Annual Financial Statements,
which include the Directors’ Report and the Audit Committee Report, for the period ended 28 June 2026

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 446 858             34 048                   299 445 307            1 551

     82.75%#                 0.01%#
                                                      100.00%                0.00%
     75.09%^                 0.01%^

Item number 2: Re-election and election of directors

To re-elect by way of separate resolutions the following retiring directors:

•    Mr MS Mark

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    295 083 492            4 390 378

     82.75%#                 0.00%#
                                                      98.53%                 1.47%
     75.10%^                 0.00%^

•    Ms D Earp

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    299 022 189            451 681

     82.75%#                 0.00%#
                                                      99.85%                 0.15%
     75.10%^                 0.00%^

•    Mr TF Mosololi

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    296 283 343            3 190 527

     82.75%#                 0.00%#
                                                      98.93%                 1.07%
     75.10%^                 0.00%^

•    Ms SJ Proudfoot

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    299 387 859            86 011

     82.75%#                 0.00%#
                                                      99.97%                 0.03%
     75.10%^                 0.00%^

To elect the following person who was appointed by the board as an independent non-executive director
of the company with effect from 26 June 2026:

•    Mr SJ Vilakazi

     Shares Voted            Shares Abstained         Shares For             Shares Against

     256 417 758             43 063 148               256 051 702            366 056

     70.86%#                 11.90%#
                                                      99.86%                 0.14%
     64.30%^                 10.80%^

Item number 3: To renew the directors’ limited and conditional general authority over the authorised
but unissued ordinary shares of the company and treasury shares, including the authority to issue or
dispose of such shares for cash

     Shares Voted            Shares Abstained         Shares For             Shares Against

     296 172 934             3 307 972                265 680 465            30 492 469

     81.84%#                 0.91%#
                                                      89.70%                 10.30%
     74.27%^                 0.83%^

Item number 4: To give a limited and conditional general authority and mandate for the company or its
subsidiaries to acquire the company’s shares

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 466 344             14 562                   292 103 387            7 362 957

     82.75%#                 0.00%#
                                                      97.54%                 2.46%
     75.10%^                 0.00%^

Item number 5: To re-appoint Deloitte & Touche as the external auditor in respect of the annual
financial statements to be prepared for the period to 27 June 2027 and to authorise the Audit Committee
to agree the terms and fees

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    299 439 340            34 530

     82.75%#                 0.00%#
                                                      99.99%                 0.01%
     75.10%^                 0.00%^


Item number 6*: To approve by way of separate resolutions the proposed annual fees of the non-
executive directors with effect from 1 January 2027:

•    Non-executive chairman

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    298 533 691            940 179

     82.75%#                 0.00%#
                                                      99.69%                 0.31%
     75.10%^                 0.00%^

•    Lead independent director

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    295 377 785            4 096 085

     82.75%#                 0.00%#
                                                      98.63%                 1.37%
     75.10%^                 0.00%^

•    Non-executive directors

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    295 341 915            4 131 955

     82.75%#                 0.00%#
                                                      98.62%                 1.38%
     75.10%^                 0.00%^

•    Audit Committee chairman

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    298 528 801            945 069

     82.75%#                 0.00%#
                                                      99.68%                 0.32%
     75.10%^                 0.00%^

•    Audit Committee member

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    298 528 801            945 069

     82.75%#                 0.00%#
                                                      99.68%                 0.32%
     75.10%^                 0.00%^

•    Remuneration Committee chairman

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    298 518 376            955 494

     82.75%#                 0.00%#
                                                      99.68%                 0.32%
     75.10%^                 0.00%^

•    Remuneration Committee member

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    298 518 376            955 494

     82.75%#                 0.00%#
                                                      99.68%                 0.32%
     75.10%^                 0.00%^

•    Risk Committee member (non-executive only)

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    298 528 801            945 069

     82.75%#                 0.00%#
                                                      99.68%                 0.32%
     75.10%^                 0.00%^

•    Nomination Committee chairman

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    298 528 801            945 069

     82.75%#                 0.00%#
                                                      99.68%                 0.32%
     75.10%^                 0.00%^

•    Nomination Committee member

     Shares Voted            Shares Abstained         Shares For             Shares Against

     299 473 870             7 036                    298 528 801            945 069

     82.75%#                 0.00%#
                                                      99.68%                 0.32%
     75.10%^                 0.00%^

•    Social and Ethics Committee chairman

    Shares Voted             Shares Abstained         Shares For             Shares Against

    299 473 870              7 036                    298 528 801            945 069

    82.75%#                  0.00%#
                                                      99.68%                 0.32%
    75.10%^                  0.00%^

•   Social and Ethics Committee member (non-executive only)

    Shares Voted             Shares Abstained         Shares For             Shares Against

    299 473 870              7 036                    298 528 801            945 069

    82.75%#                  0.00%#
                                                      99.68%                 0.32%
    75.10%^                  0.00%^

Item number 7: To confirm by way of separate resolutions the appointment of the following qualifying
independent non-executive directors to the company’s Audit Committee for the period until the next
AGM (subject where necessary to their appointment or re-appointment as directors of the company):

•   Mr BM Deegan

    Shares Voted             Shares Abstained         Shares For             Shares Against

    299 473 870              7 036                    293 683 835            5 790 035

    82.75%#                  0.00%#
                                                      98.07%                 1.93%
    75.10%^                  0.00%^

•   Ms D Earp

    Shares Voted             Shares Abstained         Shares For             Shares Against

    299 473 870              7 036                    299 048 580            425 290

    82.75%#                  0.00%#
                                                      99.86%                 0.14%
    75.10%^                  0.00%^

•   Ms AMSS Mokgabudi

    Shares Voted             Shares Abstained         Shares For             Shares Against

    299 473 870              7 036                    298 355 069            1 118 801
 
    82.75%#                  0.00%#
                                                      99.63%                 0.37%
    75.10%^                  0.00%^

Item number 8: To approve by way of separate resolutions the group’s remuneration policy and
remuneration report as set out in the company’s Remuneration Committee Report included in the
group’s Integrated Report 2026:

•   Remuneration policy

    Shares Voted             Shares Abstained         Shares For             Shares Against

    299 473 870              7 036                    230 981 811            68 492 059

    82.75%#                  0.00%#
                                                      77.13%                 22.87%
    75.10%^                  0.00%^


•   Remuneration report

    Shares Voted             Shares Abstained         Shares For             Shares Against

    299 473 870              7 036                    226 236 392            73 237 478

    82.75%#                  0.00%#
                                                      75.54%                 24.46%
    75.10%^                  0.00%^


Item number 9: To consider and adopt the report of the Social and Ethics Committee for the period
ended 28 June 2026

    Shares Voted             Shares Abstained         Shares For             Shares Against

    299 446 858              34 048                   299 244 682            202 176

    82.75%#                  0.01%#
                                                      99.93%                 0.07%
    75.09%^                  0.01%^


Item number 10: To confirm, by way of separate resolutions, the appointment of the following qualifying
directors to the company’s Social and Ethics Committee for the period until the next AGM (subject
where necessary to their appointment or re-appointment as directors of the company):

•   Mr TF Mosololi

    Shares Voted             Shares Abstained         Shares For             Shares Against

    299 473 870               7 036                   296 283 433            3 190 437

    82.75%#                   0.00%#
                                                      98.93%                 1.07%
    75.10%^                   0.00%^

•   Mr JHW Hawinkels

    Shares Voted              Shares Abstained        Shares For             Shares Against

    299 473 870               7 036                   298 574 533            899 337

    82.75%#                   0.00%#
                                                      99.70%                 0.30%
    75.10%^                   0.00%^

•   Mr EFPM Cristaudo

    Shares Voted              Shares Abstained        Shares For             Shares Against

    299 473 870               7 036                   299 370 516            103 354

    82.75%#                   0.00%#
                                                      99.97%                 0.03%
    75.10%^                   0.00%^


Item number 11*: To approve the provision of financial assistance by the company, as authorised by
the board, to group entities that are not subsidiaries as defined, in accordance with the Companies Act
(No. 71 of 2008, as amended)

    Shares Voted              Shares Abstained        Shares For             Shares Against

    299 475 470               5 436                   299 369 067            106 403

    82.75%#                   0.00%#
                                                      99.96%                 0.04%
    75.10%^                   0.00%^


Notes:

1. * denotes a special resolution

2. The percentages of shares voted, as well as those abstained, are calculated in relation to the voteable
shares (#) and the total number of shares in issue (^), respectively.

3. The percentage of shares voted for and against are calculated in relation to the number of shares
voted in respect of the relevant resolution (excluding shares abstained).


Cape Town
6 November 2026

Sponsor in South Africa
One Capital

Sponsor in Namibia
Merchantec Capital
Date: 06/11/2026 12:00:00
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