RECM AND CALIBRE LIMITED - Results of the annual general meeting and the general meetings

Results of the annual general meeting and the general meetings

RECM and Calibre Limited
(Incorporated in the Republic of South Africa)
Registration number 2009/012403/06
Preference Share Code: RACP
ISIN: ZAE000145041
("RAC" or "the Company")


Results of the annual general meeting and the general meetings

Annual General Meeting:

The Annual General Meeting “(“AGM”) of RAC ordinary shareholders was held today, 27 July 2016.
The RAC ordinary shares are not listed on the JSE.

The following special and ordinary resolutions, as set out in the notice of AGM, were approved by
100% of the shares voted in person or by proxy, which represented 5 000 000 ordinary shares:

Special resolution:

-       Approval of the independent non-executive directors’ remuneration

Ordinary resolutions:

-      Approval of the annual financial statements;
-      Re-appointment of the auditors;
-      Election of Z Matlala as an independent non-executive director
-      Election of T Rossini as an independent non-executive director
-      Election of JG Swiegers as a member of the Audit and Risk Committee
-      Election of Z Matlala as a member of the Audit and Risk Committee
-      Election of T Rossini as a member of the Audit and Risk Committee

Preference Shareholders’ special general meeting:

A special general meeting of the Participating Preference Shareholders was held today, 27 July 2016,
to approve the substitution of the existing Memorandum of Incorporation (“MOI”) in its entirety by
a new MOI.

A total of 21 076 374 preference shares were voted in person or by proxy, representing 46.84% of
the total issued preference share capital of the Company.

Details or the voting results are set out below:

                                                     In relation to total preference       % Abstained out of
                                                               shares voted                   total issued
Resolution                                               % For           % Against          preference share
                                                                                                 capital
Special Resolution number 1 - Approval of the new          100                    -                      -
MOI
Ordinary resolution number 1 - Directors’ general          100                    -                      -
authority to implement special resolution number 1
Combined general meeting:
A combined general meeting of the Participating Preference Shareholders and the Ordinary
Shareholders was held today, 27 July 2016, to approve the substitution of the existing Memorandum
of Incorporation (“MOI”) in its entirety by a new MOI.

A total of 29 468 764 shares were voted in person or by proxy, representing 58.94% of the total
issued share capital of the Company.

Details of the voting results are set out below:

                                                     In relation to total shares     % Abstained out of
                                                                voted                total issued share
Resolution                                             % For           % Against           capital
Special Resolution number 1 - Approval of the new        100                  -                      -
MOI
Ordinary resolution number 1 - Directors’ general        100                  -                      -
authority to implement special resolution number 1




Cape Town
27 July 2016

Sponsor:
Questco (Pty) Ltd

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