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Results of annual general meeting
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
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, 2 November 2017, all the ordinary and special
resolutions, as set out in the notice of AGM dated Thursday, 17 August 2017, 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.
The Truworths shares in issue eligible to vote at the AGM were 429 779 470 (“voteable
shares”). This number is calculated as the total number of Truworths shares in issue, less
repurchased shares and share scheme shares.
The number of Truworths shares represented at the AGM either by shareholders personally
present, or through letters of representation and by proxy, was 254 040 161 representing 59%
of the voteable shares.
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
2 July 2017
Shares Voted Shares Abstained Shares For Shares Against
253 423 353 616 808 253 423 353 0
% Voted % Abstained % For % Against
58.97 0.14 100.00 0.00
Item number 2: To re-elect the retiring directors:
- Mr H Saven
Shares Voted Shares Abstained Shares For Shares Against
247 893 932 6 146 229 224 297 692 23 596 240
% Voted % Abstained % For % Against
57.68 1.43 90.48 9.52
- Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
253 652 703 387 458 227 242 418 26 410 285
% Voted % Abstained % For % Against
59.02 0.09 89.59 10.41
- Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
253 652 703 387 458 251 717 501 1 935 202
% Voted % Abstained % For % Against
59.02 0.09 99.24 0.76
- Dr CT Ndlovu
Shares Voted Shares Abstained Shares For Shares Against
253 652 703 387 458 233 702 695 19 950 008
% Voted % Abstained % For % Against
59.02 0.09 92.13 7.87
Item number 3: To give the directors a limited and conditional general authority over the
unissued and repurchased shares
Shares Voted Shares Abstained Shares For Shares Against
253 649 648 390 513 225 063 160 28 586 488
% Voted % Abstained % For % Against
59.02 0.09 88.73 11.27
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
253 629 057 411 104 251 252 602 2 376 455
% Voted % Abstained % For % Against
59.01 0.10 99.06 0.94
Item number 5: To re-elect Ernst & Young Inc. as auditor for the period ending 1 July 2018
and to authorise the Audit Committee to determine the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
253 656 175 383 986 245 539 830 8 116 345
% Voted % Abstained % For % Against
59.02 0.09 96.80 3.20
Item number 6*: To approve the proposed fees of the non-executive directors for the
12 month period from 1 January 2018 to 31 December 2018
Shares Voted Shares Abstained Shares For Shares Against
253 647 870 392 291 253 632 794 15 076
% Voted % Abstained % For % Against
59.02 0.09 99.99 0.01
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
253 652 703 387 458 228 389 958 25 262 745
% Voted % Abstained % For % Against
59.02 0.09 90.04 9.96
- Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
253 652 703 387 458 242 874 426 10 778 277
% Voted % Abstained % For % Against
59.02 0.09 95.75 4.25
- Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
253 652 703 387 458 250 168 136 3 484 567
% Voted % Abstained % For % Against
59.02 0.09 98.63 1.37
Item number 8: To approve by way of a non-binding advisory vote the company’s
remuneration policy and implementation report as set out in the company’s 2017 Integrated
Annual Report
- Remuneration policy
Shares Voted Shares Abstained Shares For Shares Against
253 407 982 632 179 220 653 163 32 754 819
% Voted % Abstained % For % Against
58.96 0.15 87.07 12.93
- Implementation report
Shares Voted Shares Abstained Shares For Shares Against
253 404 774 635 387 234 763 651 18 641 123
% Voted % Abstained % For % Against
58.962 0.15 92.64 7.36
Item number 9: To consider the report of the Social and Ethics Committee for the period
ended 2 July 2017 as published out on the company’s website
Shares Voted Shares Abstained Shares For Shares Against
253 420 145 620 016 253 413 506 6 639
% Voted % Abstained % For % Against
58.97 0.14 100.00 0.00
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 AGM:
- Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
253 653 943 386 218 238 728 018 14 925 925
% Voted % Abstained % For % Against
59.02 0.09 94.12 5.88
- Dr CT Ndlovu
Shares Voted Shares Abstained Shares For Shares Against
253 653 953 386 208 242 830 319 10 823 634
% Voted % Abstained % For % Against
59.02 0.09 95.73 4.27
- Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
253 653 943 386 218 253 058 139 595 804
% Voted % Abstained % For % Against
59.02 0.09 99.77 0.23
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 (71 of 2008,
as amended)
Shares Voted Shares Abstained Shares For Shares Against
253 649 160 391 001 250 671 041 2 978 119
% Voted % Abstained % For % Against
59.02 0.09 98.83 1.17
Notes
* denotes a special resolution
- The percentage of shares voted is calculated by dividing the number of shares
- represented at the AGM (excluding shares abstained) by the voteable shares.
- The percentages of shares voted for and against are 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 number of voteable
shares.
Cape Town
2 November 2017
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
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