CLICKS GROUP LIMITED - Results of annual general meeting

Results of annual general meeting

Clicks Group Limited
(Incorporated in the Republic of South Africa)
Registration number: 1996/000645/06
JSE share code: CLS
ISIN: ZAE000134854
CUSIP: 18682W205
LEI:378900E967958A677472
(“Clicks Group” or “the company”)


RESULTS OF ANNUAL GENERAL MEETING

At the annual general meeting of Clicks Group shareholders held on 30 January 2020 all the
ordinary and special resolutions were passed by the requisite majority of votes.

The company’s total number of shares in issue eligible to vote is 251 524 911 and the total
number of shares represented in person or by proxy at the meeting was 195 868 514,
representing 77.87% of the eligible shares.

The voting for each resolution was as follows:

                                       Votes for    Votes         Votes         Total votes
                                                   against      abstained
 Ordinary resolution no 1:          195 055 955            1       812 558     195 055 956
 adoption of financial                 100.00%         0.00%         0.41%        100.00%
 statements

 Ordinary resolution no 2:          195 147 054       487,903       233 557    195 634 957
 reappointment of auditor               99.75%         0.25%         0.12%        100.00%

 Ordinary resolution no 3:          183 181 736    12 453 721       233 057    195 635 457
 re-election of Fatima Abrahams         93.63%         6.37%         0.12%        100.00%
 as a director

 Ordinary resolution no 4:          179 222 706    16 412 751       233 057    195 635 457
 re-election of Martin Rosen as a       91.61%         8.39%         0.12%        100.00%
 director

 Ordinary resolution no 5:
 election of members of the
 audit and risk committee

 5.1 John Bester                    186 944 631     8 690 826       233 057    195 635 457
                                        95.56%         4.44%         0.12%        100.00%
 5.2 Fatima Daniels                 186 472 020     9 163 437       233 057    195 635 457
                                        95.32%         4.68%         0.12%        100.00%
 5.3 Nonkululeko Gobodo             195 632 638           801       235 075    195 633 439
                                       100.00%         0.00%         0.12%        100.00%

 Ordinary resolution no 6:          152 110 418    43 418 277       339 819    195 528 695
 approval of the company’s              77.79%        22.21%         0.17%        100.00%
 remuneration policy

 Ordinary resolution no 7:          144 366 166    51 259 543       242 805    195 625 709
 approval of the company’s              73.80%        26.20%         0.12%        100.00%
 implementation report

 Special resolution no 1:           194 657 091       540 577         670 846    195 197 668
 general authority to repurchase        99.72%         0.28%           0.34%        100.00%
 shares

 Special resolution no 2:           195 148 218       486 619         233 677    195 634 837
 specific authority to repurchase       99.75%         0.25%           0.12%        100.00%
 shares from New Clicks South
 Africa Proprietary Limited

 Special resolution no 3:           191 564 781     4 070 162         233 571    195 634 943
 approval of directors’ fees            97.92%         2.08%           0.12%        100.00%

 Special resolution no 4:           194 957 870       677 155         233 489    195 635 025
 general approval to provide            99.65%         0.35%           0.12%        100.00%
 financial assistance

 Special resolution no 5:           195 632 158            911        235 445    195 633 069
 amendments to the                     100.00%          0.00%          0.12%        100.00%
 memorandum of incorporation


Note: The percentage of shares voted is calculated in relation to the number of shares
represented at the AGM, excluding shares abstained.

As the non-binding advisory vote on the company’s implementation report was approved by less
than 75% of shareholders voting at the annual general meeting, the company will initiate a
process to engage with the dissenting shareholders. Any shareholders who would like to
participate in this engagement process are requested to advise the company secretary by e-mail
at companysecretary@clicksgroup.co.za by 14 February 2020. Details on the consequent
engagement process will be communicated to those shareholders who have indicated their
interest in participating to the company secretary.




Cape Town
30 January 2020

Sponsor
Investec Bank Limited

Date: 30-01-2020 04:00:00
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