REMGRO LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

REMGRO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
ISIN: ZAE000026480
Share code: REM
(“Remgro”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the 2016 annual general meeting (“AGM”) of the shareholders of
Remgro held yesterday, Thursday, 1 December 2016 all the ordinary and
special resolutions proposed were approved by the requisite majority
of votes. In this regard, Remgro confirms the voting statistics from
the AGM as follows:

Shares voted in relation to the total issued share capital:

                           Total issued share
Number of shares voted                capital     Percentage shares voted
           
           359 100 137            529 217 007
       ordinary shares        ordinary shares                         68%

            39 056 987             39 056 987
     B ordinary shares      B ordinary shares                        100%


                                 Shares voted disclosed as a          Shares
                                   percentage in relation to       abstained
                                  the total number of shares    disclosed as
                                        voted at the meeting    a percentage
                                                                 in relation
                                     Ordinary shares (“Ord”)    to the total
                                 B ordinary shares (“B Ord”)    issued share
                                                                     capital
                                        For          Against         
Ordinary Resolution Number   1     100% Ord           0% Ord       0.81% Ord
- Approval of annual             100% B Ord         0% B Ord        0% B Ord
financial statements             
Ordinary Resolution Number   2   99.32% Ord        0.68% Ord       0.79% Ord
- Reappointment of auditor       100% B Ord         0% B Ord        0% B Ord
Ordinary Resolution Number   3   98.86% Ord        1.14% Ord       0.79% Ord
– Election of director,          100% B Ord         0% B Ord        0% B Ord
Mr J J Durand                    
Ordinary Resolution Number   4   68.40% Ord       31.60% Ord       0.79% Ord
- Election of director,          100% B Ord         0% B Ord        0% B Ord
Mr P K Harris                    
Ordinary Resolution Number   5   98.82% Ord        1.18% Ord       0.79% Ord
- Election of director,          100% B Ord         0% B Ord        0% B Ord
 Dr E de la H Hertzog                                
Ordinary Resolution Number   6   99.06% Ord        0.94% Ord       0.80% Ord
- Election of director,          100% B Ord         0% B Ord        0% B Ord
Mr J Malherbe                                 
Ordinary Resolution Number   7   99.89% Ord        0.11% Ord       0.80% Ord
- Election of director,          100% B Ord         0% B Ord        0% B Ord
Mr M Morobe                      
Ordinary Resolution Number 8     99.48% Ord        0.52% Ord       0.79% Ord
- Election of director,          100% B Ord         0% B Ord        0% B Ord
Mr N J Williams                               
Ordinary Resolution Number 9
- Appointment of member of       99.43% Ord        0.57% Ord       0.79% Ord
the Audit and Risk Committee,    100% B Ord         0% B Ord        0% B Ord
Mr N P Mageza
Ordinary Resolution Number 10
- Appointment of member of       99.89% Ord        0.11% Ord       0.80% Ord
the Audit and Risk Committee,    100% B Ord         0% B Ord        0% B Ord
Mr P J Moleketi
Ordinary Resolution Number 11
- Appointment of member of       77.92% Ord       22.08% Ord       0.79% Ord
the Audit and Risk Committee,    100% B Ord         0% B Ord        0% B Ord
Mr F Robertson
Ordinary Resolution Number 12
- Appointment of member of       99.45% Ord        0.55% Ord       0.81% Ord
the Audit and Risk Committee,    100% B Ord         0% B Ord        0% B Ord
Ms S E N De Bruyn Sebotsa
Special Resolution Number 1 -    99.83% Ord        0.17% Ord       0.80% Ord
Approval of directors’           100% B Ord         0% B Ord        0% B Ord
 remuneration                               
Special Resolution Number 2 -    99.31% Ord        0.69% Ord       0.84% Ord
General authority to               0% B Ord         0% B Ord      100% B Ord
repurchase shares                               
Special Resolution Number 3 -
General authority to provide
financial assistance for the     99.86% Ord        0.14% Ord       0,80% Ord
subscription and/or purchase     100% B Ord         0% B Ord        0% B Ord
of securities in the Company                                
or related or inter-related
companies
Special Resolution Number 4 -
General authority to provide     97.31% Ord        2.69% Ord       0,79% Ord
financial assistance to          100% B Ord         0% B Ord        0% B Ord
related and inter-related                                
companies and corporations
Special Resolution Number 5 –    99.96% Ord        0.04% Ord       0.79% Ord
Amendment to the Memorandum      100% B Ord         0% B Ord        0% B Ord
 of Incorporation                               

Special resolution Number 5 will be lodged for registration with the
Companies and Intellectual Property Commission in due course.

Stellenbosch
2 December 2016

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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