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Results Of The Annual General Meeting
KAP INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
Share code: KAP
ISIN: ZAE000171963
LEI code: 3789001F51BC0045FD42
(“KAP” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the annual general meeting of the Company held at 15:30 today,
Monday, 21 November 2022, at the Protea Hotel, Techno Avenue, Technopark in Stellenbosch (“AGM”), all
of the resolutions were passed, save for special resolution 2.15 (agenda item 9), which required favourable
votes from 75% or more of all votes cast.
Details of the results of the voting at the AGM are as follows:
Number of
Number of
Votes in Votes shares
shares
favour of against voted at the
Number of abstained
Resolutions resolution resolution AGM
shares voted at
proposed at the AGM
the AGM
(as a percentage of total as a percentage of shares
number of shares voted in issue*)
at the AGM)
Ordinary resolution
number 1: 99,90% 0,10% 2 188 318 459 88,52% 0,06%
Reappointment of
independent external
audit firm and
individual auditor
Ordinary resolution
number 2:
Re-election of
directors who retire by
rotation and
confirmation not to fill
a vacancy at the AGM
2.1 96,27% 3,73% 2 183 760 467 88,34% 0,07%
Mr KJ Grové
2.2 97,58% 2,42% 2 188 318 459 88,52% 0,06%
Mr SH Müller
2.3 100,00% 0,00% 2 188 318 459 88,52% 0,06%
Mr KT Hopkins
2.4 99,95% 0,05% 2 187 023 977 88,47% 0,12%
not to fill a vacancy at
the AGM
Ordinary resolution
number 3:
Election of audit and
risk committee
members
3.1 98,46% 1,54% 2 188 308 459 88,52% 0,06%
Mr KT Hopkins
3.2 98,44% 1,56% 2 188 303 459 88,52% 0,06%
Ms Z Fuphe
3.3 97,87% 2,13% 2 188 308 459 88,52% 0,06%
Mr SH Müller
3.4 98,72% 1,28% 2 188 303 459 88,52% 0,06%
Mrs TC Esau-Isaacs
Ordinary resolution
number 4: 65,84% 34,16% 2 188 318 459 88,52% 0,06%
Placing of preference
shares under the
control of the directors
for commercial
purposes
Ordinary resolution
number 5: 99,86% 0,14% 2 188 313 459 88,52% 0,06%
General authority to
distribute share capital
and reserves
Ordinary resolution
number 6:
Non-binding advisory
votes to endorse
KAP’s:
6.1 66,81% 33,19% 2 179 510 514 88,16% 0,06%
Remuneration policy
6.2 68,45% 31,55% 2 188 314 959 88,52% 0,06%
Implementation and
remuneration
disclosure
Ordinary resolution
number 7:
Ratification of 98,42% 1,58% 2 183 999 014 88,35% 0,06%
transactions relating to
personal financial
interests arising from
the executive directors’
multiple intergroup
directorships
Special resolution
number 1: 100,00% 0,00% 2 188 318 459 88,52% 0,06%
General authority to
repurchase shares
issued by the company
and its subsidiaries
Special resolution
number 2:
Approval of fees
payable to non-
executive directors:
2.1 100,00% 0,00% 2 188 312 459 88,52% 0,06%
Independent non-
executive chairperson
2.2 99,12% 0,88% 2 183 812 459 88,34% 0,06%
Lead independent
non-executive director
2.3 100,00% 0,00% 2 188 312 459 88,52% 0,06%
Board member
2.4
Additional 98,07% 1,93% 2 183 812 459 88,34% 0,06%
unscheduled formal
meetings (fee per
formal meeting)
2.5 98,81% 1,19% 2 188 312 459 88,52% 0,06%
Audit and risk
committee chairperson
2.6 98,81% 1,19% 2 188 312 459 88,52% 0,06%
Audit and risk
committee member
2.7 100,00% 0,00% 2 188 312 459 88,52% 0,06%
Human capital and
remuneration
committee chairperson
2.8 100,00% 0,00% 2 188 312 459 88,52% 0,06%
Human capital and
remuneration
committee member
2.9 99,99% 0,01% 2 188 443 159 88,53% 0,06%
Social and ethics
committee chairperson
2.10 99,99% 0,01% 2 188 443 159 88,53% 0,06%
Social and ethics
committee member
2.11 100,00% 0,00% 2 188 312 459 88,52% 0,06%
Nomination committee
chairperson
2.12 100,00% 0,00% 2 183 812 459 88,34% 0,06%
Nomination committee
member
2.13 100,00% 0,00% 2 188 312 459 88,52% 0,06%
Investment committee
chairperson (fee per
formal meeting)
2.14 100,00% 0,00% 2 188 312 459 88,52% 0,06%
Investment committee
member (fee per
formal meeting)
2.15 72,99% 27,01% 2 183 812 459 88,34% 0,06%
Per-hour fee for
approved informal
meetings
Special resolution 94,51% 5,49% 2 188 303 459 88,52% 0,06%
number 3:
General authority to
provide financial
assistance
Special resolution 100,00% 0,00% 2 188 102 459 88,51% 0,07%
number 4:
Name Change
Note:
*Total number of shares in issue as at 11 November 2022, the record date to be eligible to vote at the AGM,
was 2 472 100 574.
Shareholders are further advised that more than 25% of the votes exercised by shareholders present in
person or represented by proxy at the AGM, were against the adoption of ordinary resolution number 6.1,
relating to the non-binding advisory vote on the remuneration policy of the Company, and against ordinary
resolution number 6.2, relating to the non-binding advisory vote on the implementation of the remuneration
policy. Accordingly, an invitation will be extended to such dissenting shareholders to engage with the
Company. The manner and timing of such engagement has not been finalised as yet, and the Company will
issue a further announcement shortly setting out such details.
Stellenbosch
22 November 2022
Sponsor
PSG Capital
Date: 22-11-2022 08:00:00
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