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Report on proceedings at the annual general meeting
Torre Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number 2012/144604/06
Share code: TOR
ISIN: ZAE000188629
("Torre" or “the Company”)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
The Company is pleased to advise shareholders that all the resolutions contained in the notice of annual general meeting (“AGM”) were passed by the required majority
of votes by shareholders present or represented by proxy at the AGM of Torre held today, 7 December 2016 at 09h30 at Torre’s offices in Waterfall Distribution Campus,
Bridal Veil Road, cnr Allandale Road and K101, Midrand.
Votes carried disclosed as a Shares abstained
percentage in relation to the total Shares voted disclosed as a
number of shares voted at the disclosed as a percentage in
meeting Number of percentage in relation to the total
Resolutions shares voted relation to the total issued share capital*
issued share capital*
For Against
Ordinary resolution number 1
Adoption of annual financial 100% 0% 442 884 147 84.35% 0%
statements
Ordinary resolution number 2
Director appointment (J Botes) 100% 0% 442 881 709 84.35% 0%
Ordinary resolution number 3
Director appointment (S Mansingh) 100% 0% 442 881 709 84.35% 0%
Ordinary resolution number 4
Director re-election (LE Bakoro) 100% 0% 441 799 640 84.14% 0%
Ordinary resolution number 5
Director re-election (MS Bomela) 100% 0% 441 799 640 84.14% 0%
Ordinary resolution number 6
Appointment and remuneration of 100% 0% 442 881 709 84.35% 0%
Auditors
Ordinary resolution number 7
Appointment of Audit and Risk 100% 0% 442 881 709 84.35% 0%
Committee member – LE Bakoro
Ordinary resolution number 8
Appointment of Audit and Risk 99.50% 0.50% 442 881 709 84.35% 0%
Committee member – CS Seabrooke
Ordinary resolution number 9
Appointment of Audit and Risk 100% 0% 441 799 640 84.14% 0%
Committee member – PJ van Zyl
Ordinary resolution number 10
Placing unissued shares under the
control of the directors and issues of 99.63% 0.37% 440 941 417 83.98% 0%
shares for cash
Ordinary resolution number 11
Approval of remuneration policy 99.2% 0.8% 441 784 365 84.14% 0%
Ordinary resolution number 12
Authority to execute requisite
documents required to implement the 99.50% 0.50% 441 784 365 84.14% 0%
Torre Conditional Share Plan
Special resolution number 1
General authority to acquire 100% 0% 441 794 940 84.14% 0%
(repurchase) shares
Special resolution number 2
Non-executive directors’ remuneration 99.70% 0.30% 441 779 065 84.14% 0%
Special resolution number 3
General authority to enter into funding
agreements, provide loans or other 100% 0% 441 795 822 84.14% 0%
financial assistance
Special resolution number 4
General authority to provide financial
assistance for the subscription of 100% 0% 441 795 822 84.14% 0%
securities
Special resolution number 5
Adoption of the Torre Conditional 100% 0% 442 868 732 84.35% 0%
Share Plan
Special resolution number 6
Amendment to the Memorandum of 99.50% 0.50% 442 874 332 84.35% 0%
Incorporation (Fractions of shares)
*Total issued share capital is 525 058 445.
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Midrand
7 December 2016
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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