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Results Of The AGM, Changes To The Composition Of Board Committees And Withdrawal Of Cautionary
CSG Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 2006/011359/06
Share code: CSG
ISIN code: ZAE000184438
("CSG" or "the Company")
RESULTS OF THE ANNUAL GENERAL MEETING (“AGM”), CHANGES TO THE COMPOSITION OF BOARD
COMMITTEES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
1. RESULTS OF AGM
The board of directors of CSG hereby advises that at the AGM of shareholders held on 14 November 2016, the
following resolutions, as set out in the notice of AGM which was incorporated in the Integrated Annual Report that
was made available to shareholders on the Company’s website from 1 September 2016, were duly approved by the
requisite majority of shareholders present and voting, in person or represented by proxy.
Shareholders are advised that:
- the total number of shares in issue as at the date of the AGM was 448 780 709;
- the total number of shares that were present in person/represented by proxy at the AGM was 354 278 453
shares being 78.94% of the total number of shares in issue (“Shares Voted”).
- Abstentions are represented below as a percentage of total number of shares in issue while the shares voted for
and against are represented below as a percentage of the Shares Voted.
Details of the results of the voting are as follows:
Shares voted for Shares voted Shares abstained
RESOLUTION against
ORDINARY BUSINESS
Ordinary resolution number 1:
Re-election of directors retiring by
rotation
1.1 Ms M Mokoka 354 144 708 0 133 745
100% 0.03%
1.2 Mr BT Ngcuka 354 031 488 113 220 133 745
99.97% 0.03% 0.03%
Ordinary resolution number 2:
354 144 708 0 133 745
Re-appointment of auditors. 100% 0.03%
Grant Thornton, with the designated
auditor being Ms Michelle Da Costa
Ordinary resolution number 3:
Re-appointment of the members of the
Audit Committee
3.1 Ms NN Sonjani 354 144 708 0 133 745
100% 0.03%
3.2 Mr PN De Waal 354 031 488 113 220 133 745
99.97% 0.03% 0.03%
3.3 Ms M Mokoka 354 144 708 0 133 745
100% 0.03%
Ordinary resolution number 4:
353 998 488 121 220 158 745
To endorse the Company’s remuneration 99.97% 0.03% 0.04%
policy
Ordinary resolution number 5:
352 013 162 217 220 2 048 071
General authority to issue ordinary 99.94% 0.06% 0.46%
shares for cash
Ordinary resolution number 6:
To authorise any one director and/or 354 154 708 0 123 745
company secretary to do all things 100% 0.03%
required to implement the resolutions in
this notice of AGM
SPECIAL BUSINESS Shares voted for Shares voted Shares abstained
against
Special resolution number 1:
General authority to repurchase issued 354 152 208 4 000 122 245
CSG shares by the Company and its 100% 0.0% 0.03%
subsidiaries
Special resolution number 2:
354 138 908 5 500 134 045
Remuneration of non-executive directors 100% 0.0% 0.03%
Special resolution number 3:
354 127 908 1 500 149 045
Inter-company financial assistance 100% 0.0% 0.03%
Special resolution number 4:
Financial assistance for the subscription 354 123 908 5 500 149 045
and/or purchase of shares in the 100% 0.0% 0.03%
Company or a related or inter-related
company
2. CHANGES TO THE COMPOSTION OF BOARD COMMITTEES
Further to the transfer of the Company’s listing from the Alternative Exchange to the Main Board of the
exchange operated by JSE Limited (“JSE”) on Monday, 21 November 2016, and in order to comply with the
JSE Listings Requirements for Main Board companies, certain changes to the composition of the board
committees have been made. The revised membership of the board committees is set out below.
Audit and Risk Committee
NN Sonjani (Chair, independent non-executive director), M Mokoka (independent non-executive director) and R
Kisten (independent non-executive director).
Nomination Committee
BT Ngcuka (Chair, non-executive director)), M Mokoka and R Kisten.
Remuneration Committee
M Mokoka (Chair), PN de Waal (non-executive director) and R Kisten.
Social and Ethics Committee
R Kisten (Chair), NG Thiart (executive director) and JG Nieuwoudt (executive director).
3. WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary and renewal of cautionary announcements published on the Stock
Exchange News Service on 18 August 2016, 29 September 2016 and 10 November 2016 respectively.
Shareholders are advised that current negotiations regarding the potential acquisition have been terminated,
but may be resumed in 2017. Therefore, caution is no longer required to be exercised by Shareholders when
dealing in their CSG securities.
Pretoria
16 November 2016
Designated Advisor
Sasfin Capital (a division of Sasfin Bank Limited)
Date: 16/11/2016 10:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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