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FINBOND:  148   0 (0.00%)  01/01/1970 00:00

FINBOND GROUP LIMITED - Results of Annual General Meeting

Release Date: 30/07/2021 17:30
Code(s): FGL     PDF:  
Wrap Text
Results of Annual General Meeting

Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL ISIN: ZAE000138095
('Finbond' or 'the Company')

RESULTS OF ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the annual general meeting of
shareholders of the company held on Friday, 30 July 2021, all the proposed
ordinary and special resolutions, as set out in the notice of annual
general meeting contained in the integrated report for the year ended 28
February 2021, were passed by the requisite majority of shareholders
present and voting, in person or by proxy, except for special resolutions
2 and 3.

Details of the results of voting at the annual general meeting are as
follows:
- Total number of issued ordinary shares: 908 243 450
- Total number of issued ordinary shares net of treasury shares (“Total
Votable Ordinary Shares”): 854 124 742
- Total number of issued ordinary shares which were present/represented at
the annual general meeting: 807 215 668 being 94.51% of the Total Votable

Ordinary Shares

Ordinary Resolutions

Resolution to consider the audited annual financial statements
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
 789 283 577,      0, being 0%        17 932 091,       789 283 577,
 being 100%                           being 2.10%       being 92.41%

Ordinary resolution number 1: Control   over unissued share capital
 For (1)           Against (1)          Abstentions (2)   Shares voted (3)
 807 135 031,      0, being 0%          80 637, being     807 135 031,
 being 100%                             0.01%             being 94.50%

Ordinary resolution number 2: General   authority to issue shares for cash*
 For (1)           Against (1)          Abstentions (2)   Shares voted (3)
 807 135 031,      0, being 0%          80 637, being     807 135 031,
 being 100%                             0.01%             being 94.50%

Ordinary resolution number 3: Re-election of Adv N Melville to the board
of directors
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
 538 281 098,      33 000, being      268 901 570,      538 314 098,
 being 99.99%      0.01%              being 31.48%      being 63.03%

Ordinary resolution number 4: Re-election of Dr M Motlatla to the board
of directors
For (1)            Against (1)       Abstentions (2)      Shares voted (3)
538 314 098,       0, being 0%       268 901 570,         538 314 098,
being 100%                           being 31.48%         being 63.03%

Ordinary resolution number 5: Re-election of Ms H Wilken-Jonker to the
board of directors
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
 807 135 031,      0, being 0%        80 637, being     807 135 031,
 being 100%                           0.01%             being 94.50%

Ordinary resolution number 6: Re-election of Mr DC Pentz to the board of
directors
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
 538 314 098,      0, being 0%        268 901 570,      538 314 098,
 being 100%                           being 31.48%      being 63.03%

Ordinary resolution number 7: Re-election of Mr H Kotzé   to the board of
directors
 For (1)           Against (1)        Abstentions (2)     Shares voted (3)
 807 135 031,      0, being 0%        80 637, being       807 135 031,
 being 100%                           0.01%               being 94.50%

Ordinary resolution number 8: Re-election of Mr P Naudé   to the board of
directors
 For (1)           Against (1)        Abstentions (2)     Shares voted (3)
 807 135 031,      0, being 0%        80 637, being       807 135 031,
 being 100%                           0.01%               being 94.50%

Ordinary resolution number 9: Election of Mr T Moodley to the board of
directors
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
 807 135 031,      0, being 0%        80 637, being     807 135 031,
 being 100%                           0.01%             being 94.50%

Ordinary resolution number 10: Re-election of Mr DC Pentz to the audit
committee
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
 538 314 098,      0, being 0%        268 901 570,      538 314 098,
 being 100%                           being 31.48%      being 63.03%

Ordinary resolution 11: Re-election of Adv N Melville to the audit
committee
 For (1)           Against (1)     Abstentions (2) Shares voted (3)
 538 314 098,      0, being 0%     268 901 570,    538 314 098,
 being 100%                        being 31.48%    being 63.03%

Ordinary resolution 12: Re-election of Mr P Naudé to the audit committee
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
 807 135 031,      0, being 0%        80 637, being     807 135 031,
 being 100%                           0.01%             being 94.50%
Ordinary resolution 13: Appointment of external auditors
 For (1)           Against (1)        Abstentions (2)    Shares voted (3)
 807 135 031,      0, being 0%        80 637, being      807 135 031,
 being 100%                           0.01%              being 94.50%

Special resolutions
Special resolution 1: Non-executive remuneration
 For (1)            Against (1)       Abstentions (2)     Shares voted (3)
 807 135 031,       0, being 0%       81 637, being       807 135 031,
 being 100%                           0.01%               being 94.50%

Special resolution   2: Remuneration policy
 For (1)             Against (1)        Abstentions (2)   Shares voted (3)
 538 280 098,        268 854 933,       80 637, being     807 135 031,
 being 66.69%        being 33.31%       0.01%             being 94.50%

Special resolution   3: Remuneration implementation report
 For (1)             Against (1)        Abstentions (2)    Shares voted (3)
 538 313 098,        268 854 933,       81 637, being      807 135 031,
 being 66.69%        being 33.31%       0.01%              being 94.50%

Special resolution 4: Ratification of the inter-group loans
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
 807 135 031,      0, being 0%        81 637, being     807 135 031,
 being 100%                           0.01%             being 94.50%

Special resolution 5: General authority to repurchase shares
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
 807 135 031,      0, being 0%        81 637, being     807 135 031,
 being 100%                           0.01%             being 94.50%

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.

*Ordinary resolution 2 was passed subsequent to an amendment which lowered
the percentage of issued share capital from 30% as per the notice to
shareholders to 5%.

As a result of special resolutions 2 and 3 (being non-binding advisory
votes) not being passed by the requisite majority of 75%, the company will
engage directly with the dissenting shareholders to ascertain the reasons
for the dissenting votes by 30 September 2021. The company will further
engage with relevant external professionals on a contract basis in order
to address the reasons for the dissenting votes. Management will take the
necessary steps to address legitimate and reasonable objections and
concerns.

The relevant special resolutions will be lodged with the Companies and
Intellectual Property Commission in due course.

Pretoria

30 July 2021
Sponsor: Grindrod Bank Limited

Date: 30-07-2021 05:30:00
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