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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, 9 January 2020 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 distributed on 19
November 2019, 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: 127 953 838
being 79.33% of the Total Votable Ordinary Shares.
Ordinary resolution number 1.1: Re-election of director, MG Mokoka
For Against Abstentions (2) Shares voted(3)
127 451 401 20 000, being 482 437, being 127 471 401,
being 99.98% 0.02% 0.30% being 79.03%
Ordinary resolution number 1.2: Re-election of director, JR Winer
For Against Abstentions (2) Shares voted(3)
127 480 401, Zero 473 437, being 127 480 401,
being 100% 0.29% being 79.03%
Ordinary resolution number 1.3: Re-election of director, CS Seabrooke
For Against Abstentions (2) Shares voted(3)
127 480 401, Zero 473 437, being 127 480 401,
being 100% 0.29% being 79.03%
Ordinary resolution number 2.1: Election of Audit and Risk Committee
member, MG Mokoka
For Against Abstentions (2) Shares voted(3)
127 451 401 20 000, being 482 437, being 127 471 401,
being 99.98% 0.02% 0.30% being 79.03%
Ordinary resolution number 2.2: Election of Audit and Risk Committee
member, MM Dyasi
For Against Abstentions (2) Shares voted(3)
127 451 401 20 000, being 482 437, being 127 471 401,
being 99.98% 0.02% 0.30% being 79.03%
Ordinary resolution number 2.3: Election of Audit and Risk Committee
member, DM Mncube
For Against Abstentions (2) Shares voted(3)
127 469 151 20 000, being 473 437, being 127 471 401,
being 99.99% 0.02% 0.30% being 79.03%
Ordinary resolution number 2.4: Election of Audit and Risk Committee
member, SS Mafoyane
For Against Abstentions (2) Shares voted(3)
127 451 401 20 000, being 482 437, being 127 471 401,
being 99.98% 0.02% 0.30% being 79.03%
Ordinary resolution number 3: Re-appointment of external auditors
and Henning Opperman as lead audit partner
For Against Abstentions (2) Shares voted(3)
127 469 151, 11 250, being 473 437, being 127 480 401,
being 99.99% 0.01% 0.29% being 79.03%
Ordinary resolution number 4: General authority to allot and issue
ordinary shares
For Against Abstentions (2) Shares voted(3)
109 699 446, 17 784 455, 469 937, being 127 483 901,
being 86.05% being 13.95% 0.29% being 79.03%
Ordinary resolution number 5: Authority to implement resolutions
For Against Abstentions (2) Shares voted(3)
127 483 901, Zero 469 937, being 127 483 901,
being 100%% 0.29% being 79.03%
Non-binding ordinary resolution number 1: Advisory vote on
remuneration policy
For Against Abstentions (2) Shares voted(3)
126 940 072, 510 829, being 502 937, being 127 450 901,
being 99.60% 0.40% 0.31% being 79.01%
Non-binding ordinary resolution number 2: Advisory vote on
remuneration implementation report
For Against Abstentions (2) Shares voted(3)
126 940 072, 510 829, being 502 937, being 127 450 901,
being 99.60% 0.40% 0.31% being 79.01%
Special resolution number 1: Remuneration payable to non-executive
directors
For Against Abstentions (2) Shares voted(3)
126 943 572, 33 994, being 976 272, being 126 977 566,
being 99.97% 0.03% 0.61% being 78.72%
Special resolution number 2: General authority to issue shares for
cash
For Against Abstentions (2) Shares voted(3)
109 167 111, 18 277 790, 508 937, being 127 444 901,
being 85.66% being 14.34% 0.32% being 79.01%
Special resolution number 3: General authority to repurchase shares
For Against Abstentions (2) Shares voted(3)
127 434 401, 29 000, being 490 437, being 127 463 401,
being 99.98% 0.02% 0.30% being 79.02%
Special resolution number 4: General authority to provided financial
assistance to related or inter-related entities
For Against Abstentions (2) Shares voted(3)
127 386 151, 58 750, being 508 937, being 127 444 901,
being 99.95% 0.05% 0.32% being 79.01%
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
9 January 2020
Sponsor: Grindrod Bank Limited
Date: 09-01-2020 03:50:00
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