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Report on proceedings at the annual general meeting
RAND MERCHANT INVESTMENT HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/005770/06)
ISIN: ZAE000210688
JSE ordinary share code: RMI
("RMI" or "the company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the seventh annual general meeting ("AGM") of the shareholders of RMI held on Wednesday, 22 November 2017, all the ordinary and special resolutions proposed at
the meeting were approved by the requisite majority of votes. In this regard, RMI confirms the voting statistics from the AGM as follows:
Shares voted Shares abstained
Votes carried disclosed as a disclosed as a disclosed as a
percentage in relation to the total percentage in percentage in
number of shares voted at the relation to the total relation to the total
meeting issued share capital* issued share capital*
Number of
Resolutions shares voted
For Against
Ordinary resolutions
1. Re-election of directors
1.1 Gerrit Thomas Ferreira 90.17% 9.83% 1 123 259 987 74.00% 0.08%
1.2 Sonja Emilia Ncumisa De Bruyn Sebotsa 97.22% 2.78% 1 123 290 491 74.01% 0.07%
1.3 Jan Jonathan Durand 91.78% 8.22% 1 123 258 657 74.00% 0.08%
1.4 Patrick Maguire Goss 98.33% 1.67% 1 123 290 491 74.01% 0.07%
1.5 Obakeng Phetwe 92.51% 7.49% 1 123 255 157 74.00% 0.08%
Advisory endorsement of remuneration policy 81.92% 18.08% 1 123 240 468 74.00% 0.08%
Advisory endorsement of remuneration implementation
report 89.57% 10.43% 1 024 415 807 67.49% 6.59%
2. Place 5% of the authorised ordinary shares under the
control of the directors 96.01% 3.99% 1 123 293 756 74.01% 0.07%
3. General authority to issue ordinary shares for cash 87.81% 12.19% 1 123 293 991 74.01% 0.07%
4. Approval of re-appointment of auditor 100.00% 0.00% 1 123 288 285 74.01% 0.07%
5. Appointment of the company’s audit and risk
committee members
5.1 Jan Willem Dreyer 98.73% 1.27% 1 123 290 006 74.01% 0.07%
5.2 Sonja Emilia Ncumisa De Bruyn Sebotsa 99.43% 0.57% 1 112 411 650 73.29% 0.79%
5.3 Per-Erik Lagerström 99.44% 0.56% 1 123 286 506 74.01% 0.07%
Special resolutions
1. Approval of non-executive directors’ remuneration
with effect from 1 December 2017 99.99% 0.01% 1 123 236 928 74.00% 0.08%
2. General authority to repurchase company shares 99.14% 0.86% 1 123 115 976 73.99% 0.09%
3. Issue of shares, convertible securities and/or options
to persons listed in section 41(1) of the Companies
Act for the purposes of their participation in a
reinvestment option 99.81% 0.19% 1 123 286 451 74.01% 0.07%
4. Financial assistance to directors, prescribed officers,
employee share scheme beneficiaries and related and 92.38% 7.62% 1 123 287 035 74.01% 0.07%
inter-related companies
5. Adoption of a new memorandum of incorporation 88.88% 11.12% 1 123 282 191 74.00% 0.07%
*Total issued share capital is 1 517 848 499 ordinary shares.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Sandton
24 November 2017
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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