Sharenet Sites 
Sharenet Sites
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
LEI: 37890099AFD770037522
(“Truworths”, the “company” or the “group”)
RESULTS OF ANNUAL GENERAL MEETING
Truworths advises that at the annual general meeting (“AGM”) of the company’s
shareholders (“shareholders”) held through electronic participation on Thursday, 5
November 2020, all the ordinary resolutions (other than item number 3) and special
resolutions, as set out in the notice of AGM dated Friday, 25 September 2020, were
approved by the requisite majority of shareholders. 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 411 288 170 (“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 that participated electronically was 344 887 064, representing
83.86% of the voteable shares.
Details of the voting on the resolutions are as follows:
Item number 1: To receive and adopt the group and the company Audited Annual Financial
Statements, which include the Directors’ Report and the Audit Committee Report, for the
period ended 28 June 2020
Shares Voted Shares Abstained Shares For Shares Against
343 426 753 1 460 311 343 426 243 510
% Voted % Abstained % For % Against
83.50 0.36 100.00 0.00
Item number 2: Election and re-election of directors
To re-elect by way of separate resolutions the following retiring directors:
• Mr H Saven
Shares Voted Shares Abstained Shares For Shares Against
330 701 018 14 186 046 224 271 603 106 429 415
% Voted % Abstained % For % Against
80.41 3.45 67.82 32.18
• Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
344 632 541 254 523 339 788 365 4 844 176
% Voted % Abstained % For % Against
83.79 0.06 98.59 1.41
• Mr JHW Hawinkels
Shares Voted Shares Abstained Shares For Shares Against
344 632 541 254 523 329 719 808 14 912 733
% Voted % Abstained % For % Against
83.79 0.06 95.67 4.33
• Ms M Makanjee
Shares Voted Shares Abstained Shares For Shares Against
344 623 763 263 301 341 391 220 3 232 543
% Voted % Abstained % For % Against
83.79 0.06 99.06 0.94
To elect the following person who was appointed to the board as an independent non-
executive director of the company with effect from 19 February 2020:
• Ms AMSS Mokgabudi
Shares Voted Shares Abstained Shares For Shares Against
344 623 763 263 301 343 981 567 642 196
% Voted % Abstained % For % Against
83.79 0.06 99.81 0.19
Item number 3: To renew the directors’ limited and conditional general authority over the
authorised but unissued and treasury shares, including the authority to issue or dispose of
such shares for cash
Shares Voted Shares Abstained Shares For Shares Against
344 635 239 251 825 249 569 788 95 065 451
% Voted % Abstained % For % Against
83.79 0.06 72.42 27.58
Item number 4*: To give a limited and conditional general authority and mandate for the
company or its subsidiaries to acquire the company’s shares in issue
Shares Voted Shares Abstained Shares For Shares Against
344 635 239 251 825 334 909 148 9 726 091
% Voted % Abstained % For % Against
83.79 0.06 97.18 2.82
Item number 5: To re-appoint Ernst & Young Inc. as auditor in respect of the Annual
Financial Statements to be prepared for the period ending 27 June 2021 and to authorise
the Audit Committee to agree the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
344 635 540 251 524 251 301 458 93 334 082
% Voted % Abstained % For % Against
83.79 0.06 72.92 27.08
Item number 6*: To approve by way of separate resolutions the proposed fees of the non-
executive directors for the 12 month period from 1 January 2021 to 31 December 2021:
• Non-executive chairman
Shares Voted Shares Abstained Shares For Shares Against
344 627 441 259 623 343 846 720 780 721
% Voted % Abstained % For % Against
83.79 0.06 99.77 0.23
• Non-executive directors
Shares Voted Shares Abstained Shares For Shares Against
344 627 441 259 623 340 015 181 4 612 260
% Voted % Abstained % For % Against
83.79 0.06 98.66 1.34
• Audit Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
344 627 441 259 623 344 617 142 10 299
% Voted % Abstained % For % Against
83.79 0.06 100.00 0.00
• Audit Committee member
Shares Voted Shares Abstained Shares For Shares Against
344 627 441 259 623 344 617 142 10 299
% Voted % Abstained % For % Against
83.79 0.06 100.00 0.00
• Remuneration Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
344 627 441 259 623 344 232 908 394 533
% Voted % Abstained % For % Against
83.79 0.06 99.89 0.11
• Remuneration Committee member
Shares Voted Shares Abstained Shares For Shares Against
344 627 441 259 623 344 617 142 10 299
% Voted % Abstained % For % Against
83.79 0.06 100.00 0.00
• Risk Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
344 627 441 259 623 344 232 908 394 533
% Voted % Abstained % For % Against
83.79 0.06 99.89 0.11
• Nomination Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
344 627 441 259 623 344 232 908 394 533
% Voted % Abstained % For % Against
83.79 0.06 99.89 0.11
• Nomination Committee member
Shares Voted Shares Abstained Shares For Shares Against
344 627 441 259 623 344 232 908 394 533
% Voted % Abstained % For % Against
83.79 0.06 99.89 0.11
• Social and Ethics Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
344 633 841 253 223 344 232 908 400 933
% Voted % Abstained % For % Against
83.79 0.06 99.88 0.12
• Social and Ethics Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
344 633 841 253 223 344 232 908 400 933
% Voted % Abstained % For % Against
83.79 0.06 99.88 0.12
Item number 7: To confirm by way of separate resolutions the appointment of the following
qualifying independent non-executive directors to the company’s Audit Committee for the
period until the next AGM:
• Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
332 239 641 12 647 423 331 331 166 908 475
% Voted % Abstained % For % Against
80.78 3.08 99.73 0.27
• Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
344 627 941 259 123 204 303 853 140 324 088
% Voted % Abstained % For % Against
83.79 0.06 59.28 40.72
• Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
332 232 641 12 654 423 191 943 131 140 289 510
% Voted % Abstained % For % Against
80.78 3.08 57.77 42.23
Item number 8: To approve by way of non-binding advisory votes the group’s remuneration
policy and implementation report as set out in the company’s 2020 Integrated Report:
• Remuneration policy
Shares Voted Shares Abstained Shares For Shares Against
344 242 950 644 114 266 493 153 77 749 797
% Voted % Abstained % For % Against
83.70 0.16 77.41 22.59
• Implementation report
Shares Voted Shares Abstained Shares For Shares Against
344 242 950 644 114 280 289 165 63 953 785
% Voted % Abstained % For % Against
83.70 0.16 81.42 18.58
Item number 9: To consider the report of the Social and Ethics Committee for the period
ended 28 June 2020 as published on the company’s website
Shares Voted Shares Abstained Shares For Shares Against
343 355 411 1 531 653 343 342 412 12 999
% Voted % Abstained % For % Against
83.48 0.37 100.00 0.00
Item number 10: To confirm by way of separate resolutions 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
344 641 341 245 723 267 226 362 77 414 979
% Voted % Abstained % For % Against
83.80 0.06 77.54 22.46
• Ms M Makanjee
Shares Voted Shares Abstained Shares For Shares Against
344 630 163 256 901 344 230 797 399 366
% Voted % Abstained % For % Against
83.79 0.06 99.88 0.12
• Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
344 641 341 245 723 343 937 418 703 923
% Voted % Abstained % For % Against
83.80 0.06 99.80 0.20
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 (No. 71 of
2008, as amended)
Shares Voted Shares Abstained Shares For Shares Against
344 634 941 252 123 334 450 944 10 183 997
% Voted % Abstained % For % Against
83.79 0.06 97.04 2.96
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
6 November 2020
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
Date: 06-11-2020 09:20:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
