AFRIMAT LIMITED - Results of the annual general meeting and changes to the board and board committee

Results of the annual general meeting and changes to the board and board committee

AFRIMAT LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2006/022534/06)
Share code: AFT
ISIN: ZAE000086302
(“Afrimat” or “the Company”)

RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD AND
BOARD COMMITTEE

Shareholders are hereby advised that the results of the voting at the annual general meeting
of the Company held at 14:00 today, Wednesday, 3 August 2022 at the Protea Hotel,
Durbanville, 99 Jip De Jager Drive, Vineyards Office Estate, Tyger Valley, 7530 (“AGM”), are
as follows:

                                            Votes
                         Votes for        against
                        resolution     resolution
                              as a           as a                    Number of      Number of
                        percentage     percentage                       shares         shares
                          of total       of total                     voted at      abstained
                         number of      number of      Number of      AGM as a           as a
 Resolutions                shares         shares         shares    percentage     percentage
 proposed at the          voted at       voted at       voted at  of shares in   of shares in
 AGM                           AGM            AGM            AGM        issue*         issue*
 Ordinary resolution
 number 1:
 To adopt the 2022
 annual financial
 statements                  100%              0%    111 833 077       76.42%          0.29%
 Ordinary resolution
 number 2:
 To re-elect Mr Gert
 J Coffee as a
 director                  93.94%           6.06%    111 833 434       76.42%          0.29%
 Ordinary resolution
 number 3:
 To elect Ms
 Sisanda Tuku as a
 director                    100%              0%    111 833 434       76.42%          0.29%
 Ordinary resolution
 number 4:
 To elect Mr
 Marthinus G
 Odendaal as a
 director                  96.92%           3.08%    111 833 434       76.42%          0.29%
 Ordinary resolution
 number 5:
 To re-appoint Mr
 Loyiso Dotwana as
 a member of the
 Audit & Risk
 Committee                 91.42%           8.58%    111 833 834       76.42%          0.29%
 Ordinary resolution
 number 6:                 93.03%           6.97%    111 833 834       76.42%          0.29%
To re-appoint Mr
Francois M Louw
as a member of the
Audit & Risk
Committee
Ordinary resolution
number 7:
To re-appoint Mr
Jacobus F van der
Merwe as a
member of the
Audit & Risk
Committee                    100%              0%    111 833 834       76.42%          0.29%
Ordinary resolution
number 8:
To appoint Ms
Sisanda Tuku as a
member of the
Audit & Risk
Committee                    100%              0%    111 833 434       76.42%          0.29%
Ordinary resolution
number 9:
To appoint
PricewaterhouseCo
opers Inc. as
auditor                    97.13%           2.87%    111 158 834       75.96%          0.75%
Ordinary resolution
number 10:
Non-binding
endorsement of
Afrimat’s
remuneration policy        86.68%          13.32%    111 833 777       76.42%          0.29%
Ordinary resolution
number 11:
Non-binding
endorsement of
Afrimat’s
implementation
report on the
remuneration policy        94.45%           5.55%    111 833 777       76.42%          0.29%
Ordinary resolution
number 12:
To authorise the
directors or the
Company
Secretary to sign
documentation                100%              0%    111 833 434       76.42%          0.29%
Ordinary resolution
number 13:
To place unissued
shares under the
directors’ control         64.28%          35.72%    111 831 434       76.42%          0.29%
Ordinary resolution
number 15:
Approval of the
amendment of the
Afrimat Limited
Forfeitable Share
Plan                         100%              0%    111 829 366       76.41%          0.29%
Ordinary resolution
number 16:
Approval of the
amendment of the
Afrimat Limited
Share Appreciation
Right Plan                   100%              0%    111 829 366       76.41%          0.29%
Special resolution
number 1:
Remuneration of
Chairman of the
Board                      99.56%           0.44%    111 834 177       76.42%          0.29%
Special resolution
number 2:
Remuneration of
Deputy Chairman
of the Board               98.21%           1.79%    111 834 177       76.42%          0.29%
Special resolution
number 3:
Remuneration of
non-executive
directors                  99.56%           0.44%    111 833 066       76.42%          0.29%
Special resolution
number 4:
Remuneration of
Chairman of the
Audit & Risk
Committee                  99.56%           0.44%    111 833 066       76.42%          0.29%
Special resolution
number 5:
Remuneration of
Audit & Risk
Committee
members                    99.56%           0.44%    111 833 066       76.42%          0.29%
Special resolution
number 6:
Remuneration of
Chairman of the
Remuneration
Committee                  99.56%           0.44%    111 833 066       76.42%          0.29%
Special resolution
number 7:
Remuneration of
Chairman of the
Nominations
Committee                  99.56%           0.44%    111 833 066       76.42%          0.29%
Special resolution
number 8:
Remuneration of
Remuneration &
Nominations
Committee
members                    99.56%           0.44%      111 833 066     76.42%          0.29%
Special resolution
number 9:
Remuneration of
Chairman of the
Social, Ethics and
Sustainability
Committee                  99.56%           0.44%      111 833 066     76.42%          0.29%
 Special resolution
 number 10:
 Remuneration of
 Social, Ethics and
 Sustainability
 Committee
 members                   99.56%           0.44%      111 834 177     76.42%          0.29%
 Special resolution
 number 11:
 Remuneration of
 Chairman of the
 Investment Review
 Committee                 99.56%           0.44%      111 833 066      76.42%         0.29%
 Special resolution
 number 12:
 Remuneration of
 Investment Review
 Committee
 members                   99.56%           0.44%      111 833 066      76.42%         0.29%
 Special resolution
 number 13:
 Ad hoc
 remuneration of
 members of the
 Board under rare
 circumstances             91.47%           8.53%      111 833 066      76.42%         0.29%
 Special resolution
 number 14:
 Inter-company
 financial assistance      99.56%           0.44%      111 833 434      76.42%         0.29%
 Special resolution
 number 15:
 Financial
 assistance for the
 subscription and/or
 purchase of shares
 in the Company or
 a related or inter-
 related company           89.99%          10.01%      111 833 434      76.42%         0.29%
 Special resolution
 number 16:
 Share repurchases
 by Afrimat and its
 subsidiaries              98.17%           1.83%      111 833 834      76.42%         0.29%

Note:
*Total number of shares in issue as at the record date of the AGM was 146 346 264, of which
8 267 748 were treasury shares.

As announced on SENS on 28 July 2022, the Company recently completed a successful
capital raise in terms of its previous general authority to issue shares for cash, granted at its
2021 annual general meeting. The Afrimat board of directors (“the Board”) does not anticipate
raising additional capital in terms of a general authority to issue shares for cash in the
upcoming financial year. In light of this and taking into account shareholder feedback, the
Board decided to withdraw ordinary resolution number 14, relating to such authority, at the
AGM.

CHANGES TO THE BOARD AND BOARD COMMITTEE

In accordance with paragraph 3.59(c) of the JSE Limited Listings Requirements, the Board
wishes to advise shareholders of the following changes to the Board and the Board
Committee, which have been approved by the Board, and are effective immediately:

Lead Independent Director:
Mr Jacobus F (Derrick) van der Merwe, has been appointed as the lead independent director
of the Board.

Remuneration and Nomination Committee:
Mr Johannes H van der Merwe has been appointed as a member of the Remuneration and
Nomination Committee of the Company.

The Board congratulates these directors on their appointments and looks forward to their
continued contribution to the Company.

Cape Town
4 August 2022

Sponsor
PSG Capital

Date: 04-08-2022 11:10:00
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