A E C I LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

AECI LIMITED
Incorporated in the Republic of South Africa
Registration Number 1924/002590/06)
Share code AFE      ISINZAE000000220
(“AECI” or “the Company”)

Report on proceedings at the annual general meeting

At the 93rd annual general meeting (“AGM”) of the shareholders of AECI held today, 29 May 2017, all the ordinary and special resolutions proposed at
the meeting were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows:
                                                                         
                                                           Votes carried as a                                                        Shares
                                                      percentage of the total                         Shares voted as a      abstained as a
                                                       number of shares voted                         percentage of the       percentage of
                                                               at the meeting    Number of shares    total issued share    the total issued
Resolutions                                                                                 voted              capital*      share capital*     
                                                                                 

                                                          For         Against
Ordinary resolution No. 1: Adoption of annual
financial statements                                     100%              0%           103996930               78.82%               0.39%
Ordinary resolution No.2: Reappointment of
independent auditor                                    85.73%          14.27%           104306498               79.05%               0.16%
Ordinary resolution No. 3.1: Re-election of Non-
executive Directors – Mr GW Dempster                   98.24%           1.76%           104306498               79.05%               0.16%
Ordinary resolution No. 3.2: Re-election of Non-
executive Directors – Ms LL Mda                        98.16%           1,84%           104117278               78.91%               0.30%
Ordinary resolution No. 3.3: Re-election of Non-
executive Directors – Mr AJ Morgan                       100%              0%           104306498               79.05%               0.16%
Ordinary resolution No.4.1: Appointment of Non-
executive Director -                                   97.62%           2.38%           104306498               79.05%               0.16%
Ordinary resolution No. 5: Re-election of Executive
Director -                                             99.99%           0.01%           104254087               79.01%               0.20%
Ordinary resolution No. 6.1: Election of Audit
Committee members – Mr GW Dempster                     99.82%           0.18%           104306498               79.05%               0.16%
Ordinary resolution No. 6.2: Election of Audit
Committee members – Mr G Gomwe                           100%              0%           104306498               79.05%               0.16%
Ordinary resolution No. 6.3: Election of Audit
Committee members – Mr RJM Kgosana                     99.46%           0.54%           104306498               79.05%               0.16%
Ordinary resolution No. 6.4: Election of Audit
Committee members – Mr AJ Morgan                         100%              0%           104306498               79.05%               0.16%
Ordinary resolution No. 7.1: Remuneration policy       55.33%          44.67%           101564958               76.97%               2.24%
Ordinary resolution No. 7.2: Implementation of
Remuneration policy                                    77.19%          22.81%           101375738               76.83%               2.38%
Special resolution No. 1.1: Directors’ fees – Board:
Chairman                                                 100%              0%           104306288               79.05%               0.16%
Special resolution No. 1.2: Directors’ fees – Board:
Non-executive Directors                                  100%              0%           104306288               79.05%               0.16%
Special resolution No. 1.3: Directors’ fees – Audit      100%              0%           104306288               79.05%               0.16%
Committee: Chairman
Special resolution No. 1.4: Directors’ fees – Audit      100%              0%           104306288               79.05%               0.16%
Committee: Members
Special resolution No. 1.5: Directors’ fees – Other      100%              0%           104306488               79.05%               0.16%
Board Committees: Chairman                    
Special resolution No. 1.6: Directors’ fees – Other      100%              0%           104306488               79.05%               0.16%
Board Committees: Members
Special resolution No. 1.7: Directors’ fees –            100%              0%           104306488               79.05%               0.16%
Subsidiaries’ FRRC: Chairman
Special resolution No. 1.8: Directors’ fees –            100%              0%           104306488               79.05%               0.16%
Subsidiaries’ FRRC: Non-executive members
Special resolution No. 1.9: Directors’ fees –            100%              0%           104306488               79.05%               0.16%
Meeting attendance fee
Special resolution No. 2: General authority to         99.87%           0.13%           104058066               78.86%               0.35%
repurchase shares
Special resolution No. 3: Financial assistance to      99.63%           0.37%           104306498               79.05%               0.16%
related or inter-related company
Special resolution No. 4.1: Amendment of the
Company’s MOI – Deletion/substitution of article         100%              0%           104306488              79.05%                0.16%
15.1.10
Special resolution No. 4.2: Deletion of article 15.2.3   100%              0%           104306488              79.05%                0.16%
                                                          


* Total issued ordinary share capital is 131 947 034, comprising 121 829 083 listed ordinary shares and 10 117 951 unlisted redeemable convertible
  B ordinary shares.

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

Woodmead, Sandton
29 May 2017

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

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