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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, 5 November 2015, all the ordinary and
special resolutions, as set out in the notice of AGM dated 28 September 2015, 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 419 280 005 (“Voteable
Shares”). 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 319 496 590, representing
76.2% 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
28 June 2015
Shares Voted Shares Abstained Shares For Shares Against
314 775 264 4 721 326 314 775 264 0
% Voted % Abstained % For % Against
75.075 1.126 100.000 0.000
Item number 2: To re-elect the retiring directors:
- Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 312 648 216 2 135 620
% Voted % Abstained % For % Against
75.077 1.124 99.322 0.678
- Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 307 637 263 7 146 573
% Voted % Abstained % For % Against
75.077 1.124 97.730 2.270
- Mr MS Mark
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 311 487 253 3 296 583
% Voted % Abstained % For % Against
75.077 1.124 98.953 1.047
To elect Mr J-CS Garbino as a director of the company
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 312 426 028 2 357 808
% Voted % Abstained % For % Against
75.077 1.124 99.251 0.749
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
314 783 836 4 712 754 291 132 199 23 651 637
% Voted % Abstained % For % Against
75.077 1.124 92.486 7.514
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
314 412 832 5 083 758 309 998 683 4 414 149
% Voted % Abstained % For % Against
74.989
1.212 98.596 1.404
Item number 5: To re-elect Ernst & Young Inc. as auditor for the period to 26 June 2016
and to authorise the Audit Committee to agree to the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 310 935 054 3 848 782
% Voted % Abstained % For % Against
75.077 1.124 98.777 1.223
Item number 6*: To approve the proposed fees of the non-executive directors for the 12
month period from 1 January 2016 to 31 December 2016
Shares Voted Shares Abstained Shares For Shares Against
314 412 832 5 083 758 314 369 927 42 905
% Voted % Abstained % For % Against
74.989 1.212 99.986 0.014
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
314 783 836 4 712 754 258 423 199 56 360 637
% Voted % Abstained % For % Against
75.077 1.124 82.095 17.905
- Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 251 195 074 63 588 762
% Voted % Abstained % For % Against
75.077 1.124 79.799 20.201
- Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 312 255 167 2 528 669
% Voted % Abstained % For % Against
75.077 1.124 99.197 0.803
Item number 8: To approve by way of non-binding advisory vote the Group’s remuneration
policy as set out in the company’s 2015 Integrated Annual Report
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 241 331 258 73 452 578
% Voted % Abstained % For % Against
75.077 1.124 76.666 23.334
Item number 9: To consider the report of the Social and Ethics Committee for the period
ended 28 June 2015 as published on the company’s website
Shares Voted Shares Abstained Shares For Shares Against
314 775 264 4 721 326 314 773 998 1 266
% Voted % Abstained % For % Against
75.075 1.126 99.99960 0.00040
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
314 783 836 4 712 754 314 124 370 659 466
% Voted % Abstained % For % Against
75.077 1.124 99.790 0.210
- Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 312 161 126 2 622 710
% Voted % Abstained % For % Against
75.077 1.124 99.167 0.833
- Dr CT Ndlovu
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 314 218 469 565 367
% Voted % Abstained % For % Against
75.077 1.124 99.820 0.180
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:
Shares Voted Shares Abstained Shares For Shares Against
314 783 836 4 712 754 302 282 780 12 501 056
% Voted % Abstained % For % Against
75.077 1.124 96.029 3.971
Notes
* denotes a special resolution
- Percentages voted and abstained are calculated in relation to the Voteable Shares
- Percentages of shares for and against are calculated in relation to the number of shares
represented at the AGM, excluding shares abstained
6 November 2015
Sponsor in South Africa
One Capital
Sponsor in Namibia
Old Mutual Investment Services (Namibia) (Pty) Ltd
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