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Results of annual general meeting
ZARCLEAR HOLDINGS LIMITED
(formerly Sandown Capital Limited)
(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: ZCL ISIN: ZAE000262820
("Zarclear" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting of shareholders held on Monday, 9 September 2019 (in terms of the
notice dispatched on Friday, 29 July 2019) all the resolutions tabled thereat were passed by the requisite majority of shareholders
other than ordinary resolutions 6 and 8, which were withdrawn at the commencement of the annual general meeting.
Details of the results of voting at the annual general meeting are as follows:
- total number of Zarclear shares in issue as at the date of the annual general meeting: 226 065 696
- total number of Zarclear shares that were present/represented at the annual general meeting: 154 335 753 being 68% of the
total number of Zarclear shares that could have been voted at the annual general meeting.
Ordinary resolution 1: To adopt the annual financial statements of the Company for the year-ended 31 March 2019
Shares voted* For Against Abstentions^
154 322 540, being 68.26447% 154 321 740, being 99.99948% 800, being 0.00052% 13 213, being 0.00584%
Ordinary resolution 2: To re-elect Fatima Vawda as a director of the Company
Shares voted* For Against Abstentions^
154 313 983, being 68.26068% 154 309 183, being 99.99689% 4 800, being 0.00311% 21 770, being 0.00963%
Ordinary resolution 3: To elect Zolani Matthews as a director of the Company
Shares voted* For Against Abstentions^
154 313 983, being 68.26068% 154 309 183, being 99.99689% 4 800, being 0.00311% 21 770, being 0.00963%
Ordinary resolution 4: To re-appoint the auditor, BDO South Africa Inc and Rudi Huiskamp as the individual designated auditor
Shares voted* For Against Abstentions^
154 322 540, being 68.26447% 154 321 740, being 99.99948% 800, being 0.00052% 13 213, being 0.00584%
Ordinary resolution 5.1: To appoint Fatima Vawda as a member and chairperson of the Audit and Risk Committee
Shares voted* For Against Abstentions^
154 313 983, being 68.26068% 153 373 178, being 99.39033% 940 805, being 0.60967% 21 770, being 0.00963%
Ordinary resolution 5.2: To appoint Paul Baloyi as a member of the Audit and Risk Committee
Shares voted* For Against Abstentions^
154 314 659, being 68.26098% 147 949 360, being 95.87512% 6 365 299, being 4.12488% 21 094, being 0.00933%
Ordinary resolution 5.3: To appoint Zolani Matthews as a member of the Audit and Risk Committee
Shares voted* For Against Abstentions^
154 313 983, being 68.26068% 153 373 178, being 99.39033% 940 805, being 0.60967% 21 770, being 0.00963%
Ordinary resolution 6: To place unissued shares under directors' control
Withdrawn
Ordinary resolution 7.1: To endorse the Company's remuneration policy
Shares voted* For Against Abstentions^
154 318 864, being 68.26284% 147 566 011, being 95.62409% 6 752 853, being 4.37591% 16 889, being 0.00747%
Ordinary resolution 7.2: To endorse the Company's remuneration implementation report
Shares voted* For Against Abstentions^
154 318 864, being 68.26284% 147 944 759, being 95.86952% 6 374 105, being 4.13048% 16 889, being 0.00747%
Ordinary resolution 8: To approve a general authority to issue shares for cash
Withdrawn
Ordinary resolution 9: To authorise the directors or the company secretary to sign documentation
Shares voted* For Against Abstentions^
154 322 540, being 68.26447% 153 385 735, being 99.39296% 936 805, being 0.60704% 13 213, being 0.00584%
Special resolution 1: To approve the fees payable to non-executive directors
Shares voted* For Against Abstentions^
154 318 864, being 68.26284% 154 295 258, being 99.98470% 23 606, being 0.01530% 16 889, being 0.00747%
Special resolution 2: To grant a general authority to directors to repurchase company shares
Shares voted* For Against Abstentions^
154 314 659, being 68.26098% 154 302 934, being 99.99240% 11 725, being 0.00760% 21 094, being 0.00933%
Special resolution 3: Financial assistance to related and inter-related parties
Shares voted* For Against Abstentions^
154 314 659, being 68.26098% 154 311 859, being 99.99819% 2 800, being 0.00181% 21 094, being 0.00933%
*shares voted (excluding abstentions) in relation to total shares in issue
^in relation to total shares in issue
10 September 2019
Sponsor
Java Capital
Date: 10/09/2019 12:00:00
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