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
ISIN: ZAE000000220
(“AECI” or “the Company”)


REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the 92nd annual general meeting (“AGM”) of the shareholders of AECI held today, 30 May 2016, 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                                  100.00000%   0.00000%     107 899 588        81.50177%            0.08586%
Ordinary resolution No.2: Reappointment of
independent auditors                                  91.29002%    8.70998%     106 609 179        80.52706%            1.06057%
Ordinary resolution No. 3.1: Re-election of Non-                                
executive Directors – Ms Z Fuphe                      98.14712%    1.85288%     108 003 064        81.57993%            0.00770%
Ordinary resolution No. 3.2: Re-election of Non-                                
executive Directors – Mr Gomwe                        100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Ordinary resolution No. 3.3: Re-election of Non-                                
executive Directors – Adv R Ramashia                  100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Ordinary resolution No.4.1: Appointment of                                      
Directors – Mr GW Dempster                            100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Ordinary resolution No.4.2: Appointment of                                      
Directors – Dr KDK Mokhele                            100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Ordinary resolution No. 5: Re-election of Executive                             
Director                                              100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Ordinary resolution No. 6.1: Election of Audit                                  
Committee members – Mr GW Dempster                    99.54025%    0.45975%     108 003 064        81.57993%            0.00770%
Ordinary resolution No. 6.2: Election of Audit                                  
Committee members – Mr RMW Dunne                      98.10740%    1.89260%     107 925 183        81.52111%            0.06653%
Ordinary resolution No. 6.3: Election of Audit                                  
Committee members – Mr G Gomwe                        99.54025%    0.45975%     108 003 064        81.57993%            0.00770%
Ordinary resolution No. 6.4: Election of Audit                                  
Committee members – Mr AJ Morgan                      99.54025%    0.45975%     108 003 064        81.57993%            0.00770%
Ordinary resolution No. 6.5: Election of Audit                                  
Committee members – Mr LM Nyhonyha                    98.79820%    1.20180%     108 003 064        81.57993%            0.00770%

Ordinary resolution No. 7: Remuneration policy        79.83227%   20.16773%     108 000 471        81.57797%            0.00966%

Special resolution No. 1.1: Directors’ fees – Board:  100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Chairman
Special resolution No. 1.2: Directors’ fees – Board:  100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Non-executive Directors                                                      
Special resolution No. 1.3: Directors’ fees – Audit   100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Committee: Chairman
Special resolution No. 1.4: Directors’ fees – Audit   100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Committee: Members
Special resolution No. 1.5: Directors’ fees – Other   100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Board Committees: Chairman                             
Special resolution No. 1.6: Directors’ fees – Other   100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Board Committees: Members                                                       
Special resolution No. 1.7: Directors’ fees –         100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Subsidiaries’ FRRC: Chairman                           
Special resolution No. 1.8: Directors’ fees –         100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Subsidiaries’ FRRC: Non-executive members               
Special resolution No. 1.9: Directors’ fees –         100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
Meeting attendance fee                                
Special resolution No. 2: General authority to        100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
repurchase shares                                     
Special resolution No. 3: Financial assistance to     100.00000%   0.00000%     108 003 064        81.57993%            0.00770%
related or inter-related company                         

*Total issued share capital is 132 389 246, comprising 122 271 295 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
30 May 2016

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

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