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results of annual general meeting
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE code: TRU; NSX code: TRW
ISIN: ZAE000028296
(“Truworths” or 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, 7 November 2019, all the ordinary and
special resolutions, as set out in the notice of AGM dated Monday, 23 September 2019,
were approved by the requisite majority of shareholders present or represented. The
required special resolutions are not required to be lodged with the Companies and
Intellectual Property Commission.
The Truworths’ shares in issue eligible to vote at the AGM were 422 672 740 (“voteable
shares”). This number is calculated as the total number of Truworths shares in issue, less
repurchased shares and share scheme shares. The number of Truworths’ shares
represented at the AGM either by shareholders personally present, or through letters of
representation and by proxy, was 341 470 662, representing 81% of the voteable shares.
Details of the voting on the resolutions are as follows:
Item number 1: To receive and adopt the group and the company Annual Financial
Statements, which include the Directors’ Report and the Audit Committee Report, for the
period ended 30 June 2019
Shares Voted Shares Abstained Shares For Shares Against
339 252 428 1 376 095 339 252 128 300
% Voted % Abstained % For % Against
80.26 0.33 100.00 0.00
Item number 2: Election and re-election of directors
To re-elect the following retiring directors:
Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
340 300 884 327 639 292 483 337 47 817 547
% Voted % Abstained % For % Against
80.51 0.08 85.95 14.05
Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
340 300 884 327 639 300 040 484 40 260 400
% Voted % Abstained % For % Against
80.51 0.08 88.17 11.83
Mr DN Dare
Shares Voted Shares Abstained Shares For Shares Against
340 300 884 327 639 338 196 232 2 104 652
% Voted % Abstained % For % Against
80.51 0.08 99.38 0.62
Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
340 300 884 327 639 339 224 467 1 076 417
% Voted % Abstained % For % Against
80.51 0.08 99.68 0.32
To elect the following persons who were appointed to the board during the period ended
30 June 2019:
Ms SJ Proudfoot (as an executive director):
Shares Voted Shares Abstained Shares For Shares Against
340 217 843 410 680 338 114 383 2 103 460
% Voted % Abstained % For % Against
80.49 0.10 99.38 0.62
Ms CJ Hess (as an independent non-executive director):
Shares Voted Shares Abstained Shares For Shares Against
340 298 484 330 039 340 298 158 326
% Voted % Abstained % For % Against
80.51 0.08 100.00 0.00
Item number 3: To give the directors a limited and conditional general authority over the
unissued and repurchased shares, including the authority to issue or dispose of such shares
for cash
Shares Voted Shares Abstained Shares For Shares Against
340 298 782 329 741 312 745 835 27 552 947
% Voted % Abstained % For % Against
80.51 0.08 91.90 8.10
Item number 4*: To give a limited and conditional general authority for the company or its
subsidiaries to acquire the company’s shares in issue
Shares Voted Shares Abstained Shares For Shares Against
340 259 750 368 773 333 634 459 6 625 291
% Voted % Abstained % For % Against
80.50 0.09 98.05 1.95
Item number 5: To re-elect Ernst & Young Inc. as auditor of the group and company for the
period ending 28 June 2020 and to authorise the Audit Committee to determine the terms
and fees
Shares Voted Shares Abstained Shares For Shares Against
340 301 182 327 341 259 561 526 80 739 656
% Voted % Abstained % For % Against
80.51 0.08 76.27 23.73
Item number 6*: To approve the proposed fees of the non-executive directors for the
12 month period from 1 January 2020 to 31 December 2020:
Non-executive chairman
Shares Voted Shares Abstained Shares For Shares Against
340 294 289 334 234 339 297 691 996 598
% Voted % Abstained % For % Against
80.51 0.08 99.71 0.29
Non-executive directors
Shares Voted Shares Abstained Shares For Shares Against
340 294 289 334 234 338 838 947 1 455 342
% Voted % Abstained % For % Against
80.51 0.08 99.57 0.43
Audit Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
340 293 081 335 442 339 288 151 1 004 930
% Voted % Abstained % For % Against
80.51 0.08 99.70 0.30
Audit Committee member
Shares Voted Shares Abstained Shares For Shares Against
340 293 081 335 442 340 280 321 12 760
% Voted % Abstained % For % Against
80.51 0.08 100.00 0.00
Remuneration Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
340 293 081 335 442 340 286 410 6 671
% Voted % Abstained % For % Against
80.51 0.08 100.00 0.00
Remuneration Committee member
Shares Voted Shares Abstained Shares For Shares Against
340 293 081 335 442 340 286 410 6 671
% Voted % Abstained % For % Against
80.51 0.08 100.00 0.00
Risk Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
340 293 081 335 442 339 288 151 1 004 930
% Voted % Abstained % For % Against
80.51 0.08 99.70 0.30
Nomination Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
340 293 081 335 442 340 286 410 6 671
% Voted % Abstained % For % Against
80.51 0.08 100.00 0.00
Nomination Committee member
Shares Voted Shares Abstained Shares For Shares Against
340 293 081 335 442 340 280 321 12 760
% Voted % Abstained % For % Against
80.51 0.08 100.00 0.00
Social and Ethics Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
340 293 081 335 442 339 288 151 1 004 930
% Voted % Abstained % For % Against
80.51 0.08 99.70 0.30
Social and Ethics Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
340 293 081 335 442 339 288 151 1 004 930
% Voted % Abstained % For % Against
80.51 0.08 99.70 0.30
Item number 7: To confirm the appointment of the following qualifying independent
non-executive directors to the company’s Audit Committee for the period until the next AGM:
Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
340 299 581 328 942 338 582 993 1 716 588
% Voted % Abstained % For % Against
80.51 0.08 99.50 0.50
Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
340 299 676 328 847 244 178 735 96 120 941
% Voted % Abstained % For % Against
80.51 0.08 71.75 28.25
Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
340 299 676 328 847 238 600 596 101 699 080
% Voted % Abstained % For % Against
80.51 0.08 70.11 29.89
Item number 8: To approve by way of non-binding advisory votes the group’s remuneration
policy and implementation report as set out in the group’s 2019 Integrated Annual Report:
Remuneration policy
Shares Voted Shares Abstained Shares For Shares Against
340 294 384 334 139 228 972 250 111 322 134
% Voted % Abstained % For % Against
80.51 0.08 67.29 32.71
Implementation report
Shares Voted Shares Abstained Shares For Shares Against
340 300 384 328 139 275 430 842 64 869 542
% Voted % Abstained % For % Against
80.51 0.08 80.94 19.06
Item number 9: To consider the report of the Social and Ethics Committee for the period
ended 30 June 2019 as published on the group’s website
Shares Voted Shares Abstained Shares For Shares Against
338 053 983 2 574 540 338 042 523 11 460
% Voted % Abstained % For % Against
79.98 0.61 100.00 0.00
Item number 10: To confirm the appointment of the following qualifying directors to the
company’s Social and Ethics Committee for the period until the next AGM:
Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
340 304 484 324 039 318 970 033 21 334 451
% Voted % Abstained % For % Against
80.51 0.08 93.73 6.27
Ms M Makanjee
Shares Voted Shares Abstained Shares For Shares Against
340 304 484 324 039 339 282 843 1 021 641
% Voted % Abstained % For % Against
80.51 0.08 99.70 0.30
Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
340 304 484 324 039 339 099 212 1 205 272
% Voted % Abstained % For % Against
80.51 0.08 99.65 0.35
Item number 11*: To approve the provision of financial assistance by the company, as
authorised by the board, to group entities in accordance with the Companies Act (No. 71 of
2008, as amended)
Shares Voted Shares Abstained Shares For Shares Against
340 300 884 327 639 338 282 023 2 018 861
% Voted % Abstained % For % Against
80.51 0.08 99.41 0.59
Notes
* denotes a special resolution
- The percentage of shares voted is calculated by dividing the number of shares
represented at the AGM (excluding shares abstained) by the voteable shares.
- The percentages of shares voted for and against are calculated in relation to the
number of shares represented at the AGM, (excluding shares abstained).
- The percentage of shares abstained is calculated in relation to the number of
voteable shares.
Remuneration Policy and Implementation Report
The company advises that notwithstanding that both its remuneration policy and the
implementation report in respect of such policy were approved at its 2018 AGM held in
October 2018, with votes of 75.00% and 79.66% in favour respectively, the company
continued its engagement with shareholders regarding their concerns and suggestions for
improvement.
During the course of 2019 the company undertook a comprehensive review of its
remuneration policies and practices in consultation with independent professional
remuneration advisers, and brought about a number of material changes thereto.
Engagement thereon was thereafter conducted with shareholder advisory firms and key
shareholders regarding the enhanced remuneration policy and its implementation.
Therefore the company is pleased with the 80.94% non-binding advisory vote achieved at
the 2019 AGM held yesterday in favour of the implementation report. However in respect of
its remuneration policy, the company received an unexpected result of 67.29% on the non-
binding advisory vote in favour of its remuneration policy.
The company has established communication channels with shareholder advisory firms and
with shareholders, and will continue with its constructive engagement process. It will
endeavour on an ongoing basis to align its remuneration policy with changing shareholder
expectations, good governance principles, and domestic and international remuneration
trends. At the same time it will ensure that it has in place a policy that will attract, reward and
retain top retail talent with a view to generating sustainable wealth for shareholders over the
long term.
Shareholders are therefore invited to inform the company of their reasons for voting against
its remuneration policy at the AGM by corresponding by email with the company secretary,
Chris Durham (cdurham@truworths.co.za) by 22 November 2019.
Cape Town
8 November 2019
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
Date: 08/11/2019 03:26:00
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