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Results of Annual General Meeting
OCEANA GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1939/001730/06)
JSE share code: OCE
NSX share code: OCG
ISIN: ZAE000025284
(“Oceana” or “the Company” or “the Group”)
RESULTS OF THE ANNUAL GENERAL MEETING OF OCEANA HELD ON 5 MAY 2022
Unless otherwise indicated, capitalised terms in this announcement bear the meaning
ascribed thereto in the Notice of the Annual General Meeting (“AGM”), distributed to
Shareholders on 1 April 2022.
1. RESULT OF THE AGM
The Oceana Board advises that the resolutions proposed at the AGM of Oceana held via
electronic participation at 14h30 today, Thursday 5 May 2022, were duly adopted.
Ordinary Resolution Number 4 (Issue of ordinary shares for cash) was withdrawn due to the
views received from shareholders prior to the meeting.
Shareholders are advised that the results of the voting at the AGM are as follows:
Votes
Votes for against
resolution resolution
as a % of as a % of Number Number of
total total of shares shares
number of number of voted as abstained
Resolutions shares shares Number of a % of as a % of
proposed at the voted at voted at shares voted shares in shares in
AGM the AGM AGM per resolution issue issue
Ordinary Resolution 89.92% 10.08% 113,524,397 87.04% 3.88%
Number 1.1:
Re-election of P de
Beyer as director
Ordinary Resolution 97.98% 2.02% 113,524,364 87.04% 3.88%
Number 1.2:
Re-election of
L Sennelo as
director
Ordinary Resolution 99.93% 0.07% 113,523,364 87.04% 3.88%
Number 1.3:
Re-election of
A Jakoet as director
Ordinary Resolution 98.05% 1.95% 118,563,524 90.90% 0.02%
Number 1.4:
Election of
T Mokgosi-
Mwantembe as
director
Ordinary Resolution 99.93% 0.07% 118,563,491 90.90% 0.02%
Number 1.5:
Election of
P Golesworthy as
director
Ordinary Resolution 97.92% 2.08% 118,563,524 90.90% 0.02%
Number 1.6:
Election of N Brink
as director
Ordinary Resolution 61.98% 38.02% 112,720,649 86.42% 4.50%
Number 2:
Re-appointment of
PWC as external
auditor
Ordinary Resolution 94.84% 5.16% 113,524,364 87.04% 3.88%
number 3.1:
Election of Z Bassa
as member of the
Audit Committee
Ordinary Resolution 89.90% 10.10% 113,524,397 87.04% 3.88%
number 3.2:
Election of P de
Beyer as member
of the Audit
Committee
Ordinary Resolution 96.49% 3.51% 118,563,491 90.90% 0.02%
Number 3.3:
Election of
L Sennelo as
member of the
Audit Committee
Ordinary Resolution 97.82% 2.18% 113,523,664 87.04% 3.88%
Number 3.4:
Election of A Jakoet
as member of the
Audit Committee
Ordinary Resolution 97.92% 2.08% 118,563,491 90.90% 0.02%
Number 3.5:
Election of
P Golesworthy as
member of the
Audit Committee
Ordinary Resolution Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn
Number 4:
General authority to
issue shares for
cash
Ordinary Resolution 99.99% 0.01% 118,563,124 90.90% 0.02%
Number 5:
Authorisation of
directors and
Interim Group
Company Secretary
Special Resolution 89.72% 10.28% 118,561,494 90.90% 0.02%
Number 1:
Approval and
authorisation of
financial assistance
Special Resolution 82.41% 17.59% 118,576,726 90.91% 0.01%
Number 2:
Approval of
employee Share
Incentive Plan
Special Resolution 99.91% 0.09% 118,575,509 90.91% 0.01%
Number 3:
Approval of non-
executive directors’
remuneration
Special Resolution 97.71% 2.29% 118,577,422 90.91% 0.01%
Number 4:
General approval
for the acquisition
of Oceana shares
Non-Binding 81.27% 18.73% 118,575,597 90.91% 0.01%
Advisory vote
Number 1:
Approval of the
Remuneration
Policy
Non-Binding 79.10% 20.90% 118,562,475 90.90% 0.02%
Advisory Vote
Number 2:
Approval of the
Implementation
Report
Note:
1. As at the date of the AGM, the total issued shares of Oceana was 130 431 804 (including
treasury shares).
2. At the AGM, the number of shares represented in person and / or by proxy equated to
90.92% of the total issued shares.
3. A vote "abstained" is, in accordance with the MOI, not counted in the calculation of the
votes (either "for" or "against” a resolution) and was deemed not to have been exercised
in respect of the relevant resolutions.
2. EXTERNAL AUDITOR
The Oceana Board acknowledges the strained relationship with the external auditors.
Notwithstanding same, the Board opted to give shareholders the opportunity to vote on
the re-appointment of the external auditors.
The Board and the Audit Committee believe that ensuring a strong and effective external
audit, supported by corporate governance and compliance of the highest standard, is
fundamental. This is particularly important given the current SA and global environment
of significant audit and corporate failures.
Given the number of votes exercised against Ordinary Resolution number 2, the Board
and Audit Committee will consult with shareholders regarding the external auditor. Our
consideration of the vote and consultation with shareholders will aim to achieve an
outcome that is in the best interests of the Group and achieves the highest standards of
corporate governance.
Further announcements will be made in this regard if necessary.
Cape Town
5 May 2022
Sponsor - South Africa
The Standard Bank of South Africa Limited
Sponsor – Namibia
Old Mutual Investment Services (Namibia) Proprietary Limited
Date: 05-05-2022 05:26:00
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