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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”)
RESULTS OF ANNUAL GENERAL MEETING
Truworths advises that at the annual general meeting (“AGM”) of the company’s
shareholders (“shareholders”) held on Thursday, 6 November 2014, all the ordinary and
special resolutions, as set out in the notice of AGM dated 21 August 2014, 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 (CIPC).
The Truworths shares in issue eligible to vote at the AGM was 418 243 803. This number is
calculated as the total number of Truworths shares in issue, less treasury shares as defined
in the JSE Listings Requirements.
The number of Truworths shares represented at the AGM either by shareholders personally
present, or through letters of representation and by proxy, was 320 845 929, representing
76.71% of the shares in issue eligible to vote.
Details of the voting on the resolutions are as follows:
Item number 1: To receive and adopt the Annual Financial Statements for the period ended
29 June 2014
Shares Voted Shares Abstained Shares For Shares Against
320 473 059 372 870 320 473 059 0
% Voted % Abstained % For % Against
100.000 0.089 100.000 0.000
Item number 2: To re-elect the retiring directors:
- Mr H Saven
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 319 424 181 1 278 450
% Voted % Abstained % For % Against
100.000 0.034 99.601 0.399
- Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 319 551 048 1 151 583
% Voted % Abstained % For % Against
100.000 0.034 99.641 0.359
- Dr CT Ndlovu
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 319 730 293 972 338
% Voted % Abstained % For % Against
100.000 0.034 99.697 0.303
To elect Mr KI Mampeule as a director of the company
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 320 677 636 24 995
% Voted % Abstained % For % Against
100.000 0.034 99.992 0.008
Item number 3: To give the directors limited and conditional general authority over the
unissued and repurchased shares
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 290 001 408 30 701 223
% Voted % Abstained % For % Against
100.000 0.034 90.427 9.573
Item number 4*: To give a limited and conditional general mandate for the company or its
subsidiaries to acquire the company’s shares
Shares Voted Shares Abstained Shares For Shares Against
320 331 627 514 302 320 113 600 218 027
% Voted % Abstained % For % Against
100.000 0.122 99.932 0.068
Item number 5: To re-elect Ernst & Young Inc. as auditor for the period to 28 June 2015
and to authorise the Audit Committee to agree to the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 320 702 631 -
% Voted % Abstained % For % Against
100.000 0.034 100.000 0.000
Item number 6*: To approve the proposed fees of the non-executive directors for the 12
month period from 1 January 2015 to 31 December 2015
Shares Voted Shares Abstained Shares For Shares Against
320 330 115 515 814 320 330 115 -
% Voted % Abstained % For % Against
100.000 0.123 100.000 0.000
Item number 7: To confirm the appointment of the following qualifying independent non-
executive directors to the company’s Audit Committee
- Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 319 255 418 1 447 213
% Voted % Abstained % For % Against
100.000 0.034 99.549 0.451
- Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 260 411 810 60 290 821
% Voted % Abstained % For % Against
100.000 0.034 81.200 18.800
- Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 320 407 001 295 630
% Voted % Abstained % For % Against
100.000 0.034 99.908 0.092
Item number 8: To approve by way of non-binding advisory vote the Group’s remuneration
policy as set out in the company’s 2014 Integrated Annual Report
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 222 974 158 97 728 473
% Voted % Abstained % For % Against
100.000 0.034 69.527 30.473
Item number 9: To consider the report of the Social and Ethics Committee for the period
ended 29 June 2014 as set out in the company’s 2014 Integrated Annual Report
Shares Voted Shares Abstained Shares For Shares Against
320 473 059 372 870 319 985 682 487 377
% Voted % Abstained % For % Against
100.000 0.089 99.848 0.152
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 annual general meeting:
- Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 319 473 382 1 229 249
% Voted % Abstained % For % Against
100.000 0.034 99.617 0.383
- Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 320 035 997 666 634
% Voted % Abstained % For % Against
100.000 0.034 99.792 0.208
- Dr CT Ndlovu
Shares Voted Shares Abstained Shares For Shares Against
320 702 631 143 298 320 268 531 434 100
% Voted % Abstained % For % Against
100.000 0.034 99.865 0.135
Notes
* denotes a special resolution
- The percentage of shares voted is 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 shares in issue
eligible to vote
- Percentages of shares for and against are calculated in relation to the number of shares
represented at the AGM, excluding shares abstained
-
7 November 2014
Sponsor in South Africa
One Capital
Sponsor in Namibia
Old Mutual Investment Services (Namibia) (Pty) Ltd
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