JSE LIMITED - Report on proceedings at the annual general meeting and change to director responsibilities

Report on proceedings at the annual general meeting and change to director responsibilities

JSE LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2005/022939/06
Share code: JSE
ISIN: ZAE000079711
LEI: 213800MZ1VUQEBWRFO39
("JSE" or "the Company")


REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGE TO DIRECTOR RESPONSIBILITIES

Report on proceedings at the annual general meeting

At the 17th annual general meeting ("AGM") of the shareholders of the JSE held on Tuesday, 3 May 2022 all the ordinary and special resolutions proposed at the AGM
were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows:



Resolutions                                                       Votes disclosed as a percentage in    Number of           Shares voted        Shares
                                                                  relation to the total number of       shares voted        disclosed as a      abstained
                                                                  shares voted at the AGM                                   percentage in       disclosed as a
                                                                                                                            relation to the     percentage in
                                                                  For                Against                                total issued        relation to
                                                                                                                            share capital*      the total
                                                                                                                                                issued share
                                                                                                                                                capital*
Ordinary resolutions

1     To elect Mr Phuthuma Nhleko as a director                   96.62%             3.38%              61 383 642          70.66%              9.28%
2.1   To re-elect Dr Suresh Kana as a director                    99.80%             0.20%              69 171 659          79.62%              0.32%
2.2   To re-elect Ms Faith Khanyile as a director                 99.87%             0.13%              69 171 438          79.62%              0.32%
2.3   To re-elect Ms Zarina Bassa as a director                   95.39%             4.61%              69 169 938          79.62%              0.32%
2.4   To re-elect Mr Ben Kruger as a director                     99.55%             0.45%              69 178 344          79.63%              0.31%
3     To re-elect Dr Mantsika Matooane as a director for the      99.02%             0.98%              69 167 909          79.62%              0.32%
      ensuing year
4     To re-appoint Ernst & Young Inc as the independent          99.81%             0.19%              69 180 229          79.63%              0.31%
      auditors of the Company for the ensuing year and
      Mr I Akoodie as the designated auditor for the ensuing
      year
5.1   To re-appoint Dr Suresh Kana to serve as a member and       99.99%             0.01%              69 170 159          79.62%              0.32%
      chairman of the Group Audit Committee
5.2   To re-appoint Ms Faith Khanyile to serve as a member        99.90%             0.10%              69 169 444          79.62%              0.32%
      of the Group Audit Committee
5.3   To re-appoint Ms Zarina Bassa to serve as a member of       95.65%             4.35%              69 172 044          79.62%              0.32%
      the Group Audit Committee
6     Authorisation for a director or Group Company               99.99%             0.01%              69 171 659          79.62%              0.32%
      Secretary of the Company to implement resolutions
7     Non-binding advisory vote on the remuneration policy        87.30%            12.70%              69 165 042          79.61%              0.33%
      of the Company
8     Non-binding advisory vote on the implementation             86.25%            13.75%              69 164 704          79.61%              0.33%
      report as set out in the remuneration report of the
      Company

Special resolutions

9     Special Resolution 1: General authority to repurchase       96.79%             3.21%              69 179 134          79.63%              0.31%
      shares
10    Special Resolution 2: General authority to provide          99.27%             0.73%              69 170 279          79.62%              0.32%
      financial assistance to subsidiaries in terms of sections
      44 and 45 of the Companies Act
11    Special Resolution 3: Specific authority to provide         99.42%             0.58%              69 169 029          79.62%              0.32%
      financial assistance solely for the LTIS 2018 scheme
12    Special Resolution 4: Non-executive directors’              88.07%            11.93%              69 168 808          79.62%              0.32%
      emoluments for 2022

* Total issued share capital is 86 877 600 shares

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


Change to director responsibilities

Shareholders are advised, in accordance with the provisions of paragraph 3.59 of the JSE Listings Requirements, that the following changes to director responsibilities
took effect at the AGM:

-   Ms N Nyembezi retired as a director and Chairman of the Board, in accordance with the JSE’s policy on non-executive director tenure, having served for the
    maximum twelve-year term.
-   Mr P Nhleko, who joined the Board as an independent non-executive director on 1 July 2021, assumed the Chairmanship of the Board as part of the Board’s
    planned succession process.
-   Ms MS Cleary completed her term of service as a member of the Group Audit Committee and retired as a committee member. She continues to serve on the
    Group Sustainability and Group SRO Oversight Committees of the Board.
-   Dr MA Matooane, independent non-executive director, stepped down as Chairman of the Group Risk Management Committee as part of a planned succession
    process, and will continue to serve as a member of both the Group Risk Management Committee and the Group Sustainability Committee.
-   Mr Ian Kirk, independent non-executive director, assumed the Chairmanship of the Group Risk Management Committee of the Board.

Sandton
4 May 2022

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

Date: 04-05-2022 05:20:00
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