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Results of annual general meeting and details of engagement with Shareholders
York Timber Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1916/004890/06
JSE share code: YRK
ISIN: ZAE000133450
(“York” or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING AND DETAILS OF ENGAGEMENT WITH
SHAREHOLDERS
York shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of
Shareholders held on Wednesday, 8 November 2017, all the ordinary and special resolutions, as set
out in the notice of AGM dated 22 September 2017, were approved by the requisite majority of
Shareholders present or represented by proxy.
All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the
percentage of votes carried for and against each resolution, are as follows:
Ordinary resolution number 1: Adoption of the annual financial statements
Shares Voted Abstained For Against
252 037 546
76.09% 0.09% 100.00% 0.00%
Ordinary resolution number 2: (by separate resolutions) Re-election of directors who retire by rotation
Ordinary resolution number 2.1: Dr Jim Myers
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.92% 0.08%
Ordinary resolution number 2.2: Paul Botha
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.96% 0.04%
Ordinary resolution number 2.3: Dr Azar Jammine
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.96% 0.04%
Ordinary resolution number 2.4: Maserame Mouyeme
Shares Voted Abstained For Against
251 943 304
76.06% 0.12% 99.97% 0.03%
Ordinary resolution number 3: Re-appointment of external auditor
Shares Voted Abstained For Against
251 959 556
76.07% 0.12% 99.29% 0.71%
Ordinary resolution number 4: Election of Audit Committee members
Ordinary resolution number 4.1: Gavin Tipper
Shares Voted Abstained For Against
251 943 304
76.06% 0.12% 100.00% 0.00%
Ordinary resolution number 4.2: Dr Azar Jammine
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.96% 0.04%
Ordinary resolution number 4.3: Thabo Mokgatlha
Shares Voted Abstained For Against
251 943 304
76.06% 0.12% 99.97% 0.03%
Ordinary resolution number 5.1: Endorsement of York’s remuneration policy
Shares Voted Abstained For Against
252 029 556
76.09% 0.10% 60.89% 39.11%*
Ordinary resolution number 5.2: Endorsement of York’s remuneration implementation report
Shares Voted Abstained For Against
252 029 556
76.09% 0.10% 60.88% 39.12%*
*As a result of more than 25% of the votes cast against ordinary resolutions number 5.1 and 5.2, York
invites those Shareholders who voted against either of these resolutions to engage with the Company.
Further details of the method of engagement are set out at the end of this announcement.
Ordinary resolution number 6: General authority to issue shares for cash
Shares Voted Abstained For Against
251 943 304
76.06% 0.12% 94.75% 5.25%
Ordinary resolution number 7**: Placing authorised but unissued shares under the control of the
Board
Shares Voted Abstained For Against
251 935 804
76.06% 0.12% 94.75% 5.25%
**A modification to ordinary resolution number 7 was tabled at the AGM prior to proposing the resolution.
In terms of the modification, the Company limited the scope of authority to be granted to the board of
directors of York to a maximum of 10% of the issued ordinary share capital of the Company (excluding
treasury shares), representing not more than 31 604 801 ordinary shares in the Company, as at the
date of the AGM.
Special resolution number 1: General authority to acquire (repurchase) shares
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.29% 0.71%
Special resolution number 2: (by separate resolutions)
Remuneration of non-executive directors for the period January 2017 to December 2017
Special resolution number 2.1: Chairman of the Board
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.2: Non-executive directors
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.3: Chairman of the Audit Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.4: Member of the Audit Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.5: Chairman of the Remuneration Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.6: Chairman of the Nomination Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.7: Member of the Remuneration and Nomination Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.8: Chairman of the Risk and Opportunity Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.9: Member of the Risk and Opportunity Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.10: Chairman of the Social and Ethics Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.11: Member of the Social and Ethics Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Remuneration of non-executive directors for the period January 2018 to December 2018
Special resolution number 2.12: Chairman of the Board
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.13: Non-executive directors
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.14: Chairman of the Audit Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.15: Member of the Audit Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.16: Chairman of the Remuneration Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.17: Chairman of the Nomination Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.18: Member of the Remuneration and Nomination Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.19: Chairman of the Risk and Opportunity Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.20: Member of the Risk and Opportunity Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.21: Chairman of the Social and Ethics Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 2.22: Member of the Social and Ethics Committee
Shares Voted Abstained For Against
252 037 556
76.09% 0.09% 99.93% 0.07%
Special resolution number 3: Financial assistance
Shares Voted Abstained For Against
251 943 304
76.06% 0.12% 99.97% 0.03%
Notes
- Percentages of shares voted are calculated in relation to the total issued share capital of York.
- Percentages of shares for and against are calculated in relation to the total number of shares voted
for each resolution.
- Abstentions are calculated as a percentage in relation to the total issued share capital of York.
*As required in terms of the King IV Report on Corporate Governance for South Africa, 2016 and
paragraph 3.84(k) of the JSE Limited Listings Requirements, York invites those Shareholders who voted
against ordinary resolutions number 5.1 and 5.2 (“Dissenting Shareholders”) to engage with the
Company regarding their views on York’s remuneration policy and remuneration implementation report.
Dissenting Shareholders may forward their concerns / questions regarding York’s remuneration policy
and the implementation thereof to the company secretary via email at shsieh@york.co.za by 9am on
Wednesday, 15 November 2017. Following receipt of written communication by the company secretary,
such Dissenting Shareholders will be invited to attend a meeting with the Chairman of the Remuneration
Committee, Dr Azar Jammine, at 9am on Thursday, 16 November 2017 (“Meeting”), to discuss the
concerns / questions raised. The venue of the Meeting will be communicated to Dissenting
Shareholders who have forwarded their concerns / questions to the company secretary.
Sabie, Mpumalanga
8 November 2017
Sponsor
One Capital
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