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Results of annual general meeting and confirmation of changes to the board of directors
RH Bophelo Limited
Incorporated in the Republic of South Africa
(Registration number: 2016/533398/06)
JSE & RSE share code: RHB, ISIN: ZAE000244737
("RH Bophelo" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING AND CONFIRMATION OF CHANGES TO THE BOARD OF DIRECTORS
Shareholders are advised that at the Annual General Meeting ("AGM") of RH Bophelo shareholders held
on Friday, 11 August 2023, all the ordinary and special resolutions as set out in the notice of the AGM to
shareholders dated Friday, 30 June 2023, were passed by the requisite majority of shareholders.
As announced on SENS on 30 June 2023, shareholders are hereby informed of the official resignation of
Lyndsay Maseko, Dr Kgaogelo Ntshwana and John Oliphant as Independent Non-Executive Directors and
members of the Audit and Risk Committee of the Company effective from the date of the AGM, being
11 August 2023, as they have elected not to put themselves for re-election as directors at the AGM.
RH Bophelo welcomes the new appointment of Mr Samson Moraba as an Independent Non-Executive
Chairman of the Board.
Details of the results of the AGM are as follows:
- total number of "A" Ordinary shares in issue (excluding treasury shares) that could have been
voted at the AGM: 64 691 298; and
- total number of "A" shares present in person or by proxy was 60 337 025 representing 93% of the
total shares in issue that could have been voted.
Abstained, in
relation to total
Number of shares in
Resolution proposed shares voted For Against issue
Shares Shares Shares
Ordinary Resolution number 1
Approval of audited annual financial
statements as at 28 February 2023.
Number of shares 60 319 025 60 255 625 63 400 18 000
Percentage 93,24% 99,89% 0,11% 0,03%
Ordinary Resolution number 2
To vote on the election of Fulufhelo
Makwetla, as a member of the Board.
Number of shares 60 319 025 60 255 625 63 400 18 000
Percentage 93,24% 99,89% 0,11% 0,03%
Ordinary Resolution number 3
To vote on the election of Romeo
Makhubela, as a member of the Board.
Number of shares 60 319 025 60 255 625 63 400 18 000
Percentage 93,24% 99,89% 0,11% 0,03%
Ordinary Resolution number 4
Appointment and re-appointment of
the members of the Audit and Risk
Committee.
Number of shares 60 319 025 60 255 625 63 400 18 000
Percentage 93,24% 99,89% 0,11% 0,03%
Ordinary Resolution number 5
To vote on the election of Bojane
Segooa, as Chairperson of the Audit and
Risk Committee.
Number of shares 60 319 025 60 255 625 63 400 18 000
Percentage 93,24% 99,89% 0,11% 0,03%
Ordinary Resolution number 6
To re-appoint Mazars South Africa as
the Company's auditors with Mr
Stephan Adlam as the designated
audit partner, to hold office until the
conclusion of the next AGM of the
Company.
Number of shares 60 319 025 55 986 624 4 332 401 18 000
Percentage 93,24% 92,82% 7,18% 0,03%
Ordinary Resolution number 7
To endorse, by way of non-binding
advisory vote the Company's
Remuneration Policy.
Number of shares 60 319 025 59 191 935 1 127 090 18 000
Percentage 93,24% 98,13% 1,87% 0,03%
Ordinary Resolution number 8
To endorse, by way of a non-binding
advisory vote the Company's
Remuneration Implementation Report.
Number of shares 60 319 025 60 255 625 63 400 18 000
Percentage 93,24% 99,89% 0,11% 0,03%
Ordinary Resolution number 9
The authorised but unissued "A"
Ordinary Shares in the capital of the
Company be placed under the control
and authority of the Directors of the
Company.
Number of shares 60 319 025 55 986 624 4 332 401 18 000
Percentage 93,24% 92,82% 7,18% 0,03%
Ordinary Resolution number 10
General authority to allot or issue all or
any of the authorised but unissued "A"
Ordinary Shares in the capital of the
Company for cash.
Number of shares 60 319 025 55 986 624 4 332 401 18 000
Percentage 93,24% 92,82% 7,18% 0,03%
Ordinary Resolution number 11
The authorised but unissued "A"
Ordinary Shares be placed under the
control of the Directors for the specific
purpose of issuing new A ordinary
Share on the Rwanda Stock Exchange.
Number of shares 60 319 025 55 986 624 4 332 401 18 000
Percentage 93,24% 92,82% 7,18% 0,03%
Ordinary Resolution number 12
To allot or issue all or any of the
authorized but unissued "A" Ordinary
Shares in the capital of the Company for
cash in terms of raising capital on the
Rwanda Stock Exchange.
Number of shares 60 319 025 55 986 624 4 332 401 18 000
Percentage 93,24% 92,82% 7,18% 0,03%
Ordinary Resolution number 13
Authority for any Director and/or the
Secretary of the Company to
implement the resolutions.
Number of shares 60 319 025 55 986 624 4 332 401 18 000
Percentage 93,24% 92,82% 7,18% 0,03%
Special Resolution number 1
To remunerate non-Executive
Directors for their services as Directors.
Number of shares 60 319 025 60 255 625 63 400 18000
Percentage 93,24% 99,89% 0,11% 0,03%
Special Resolution number 2
To authorise the Directors, in terms of
and subject to the provisions of section
45(3)(a)(ii) of the Companies Act, as a
general approval to cause the
Company to provide direct or
indirect Inter-company financial
assistance.
Number of shares 60 319 025 55 986 624 4 332 401 18000
Percentage 93,24% 92,82% 7,18% 0,03%
Special Resolution number 3
To authorise the Directors, in terms of
and subject to the provisions of section
45(3)(a)(ii) of the Companies Act, as a
general approval, financial assistance
for the subscription, or securities or
acquisition of shares in the Company or
a related or inter-related company.
Number of shares 60 319 025 55 986 624 4 332 401 18000
Percentage 93,24% 92,82% 7,18% 0,03%
CONFIRMATION OF CHANGES TO THE BOARD OF DIRECTORS
A new Audit and Risk Committee Chairperson, Bojane Segooa was appointed following the stepping down
of Lyndsay Ronald Maseko as Chairperson, and effective from 11 August 2023. Fulufhelo Makwetla and
Romeo Makhubela were also appointed as members of the Audit and Risk Committee effective from 11 August 2023.
Shareholders are hereby informed of the resignation of Ms Vuyokazi Nomvalo, as executive director, from
the Board of Directors of RH Bophelo, effective 11 August 2023.
Johannesburg
14 August 2023
Company Secretary: Statucor Proprietary Limited
JSE Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Rwanda Sponsor: Faida Securities Rwanda Limited
Date: 14-08-2023 10:00:00
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