DISTELL GROUP LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

Distell Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005808/06)
ISIN: ZAE000028668
Share code: DST
("Distell")


REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the twenty seventh (27th) annual general meeting ("AGM") of the shareholders of Distell held today, 28 October 2015 all the ordinary and special
resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, Distell confirms the voting statistics from the AGM as
follows:


                                           Votes carried disclosed as a                           Shares voted          Shares abstained
                                        percentage in relation to the total                      disclosed as a          disclosed as a
                                         number of shares voted at the           Number of        percentage in           percentage in
Resolutions                                        meeting                     shares voted    relation to the total   relation to the total                   
                                         For                  Against                          issued share capital*   issued share capital*
                                                                                                 
                                                                                   
1. Adoption of annual financial
statements                               99.99%                 0.01%          203 193 674            91.64%                   0.12%

2. Reappointment of
PricewaterhouseCoopers Inc. as
auditors of the company for the          99.99%                 0.01%          203 193 674            91.64%                   0.12%
2015/2016 financial year

3. Re-election of directors
3.1 Mr PE Beyers                         99.98%                 0.02%          203 193 674            91.64%                   0.12%
3.2 Mr JJ Durand                         99.98%                 0.02%          203 193 674            91.64%                   0.12%
3.3 Mr MJ Madungandaba                   99.98%                 0.02%          203 193 674            91.64%                   0.12%
3.4 Mr AC Parker                         99.99%                 0.01%          203 193 674            91.64%                   0.12%
3.5 Ms CE Sevillano-Barredo              99.99%                 0.01%          203 193 674            91.64%                   0.12%
3.6 Mr BJ van der Ross                   99.96%                 0.04%          203 193 674            91.64%                   0.12%

4. Appointment of audit and risk
committee members
4.1 Ms GP Dingaan                        98.90%                 1.10%          203 193 674            91.64%                   0.12%
4.2 Mr DM Nurek                          98.81%                 1.19%          203 193 674            91.64%                   0.12%
4.3 Ms CE Sevillano-Barredo              99.99%                 0.01%          203 193 674            91.64%                   0.12%

5. Authority to place unissued shares
under the control of the                 96.35%                 3.65%          203 193 674            91.64%                   0.12%
directors

6. Signature of documents                99.99%                 0.01%          203 193 674            91.64%                   0.12%

7. Endorsement of remuneration policy    97.66%                 2.34%          203 193 674            91.64%                   0.12%

Special Resolution Number 1
Approval of 2016 non-executive           99.99%                 0.01%          203 193 674            91.64%                   0.12%
directors’ remuneration                  

Special Resolution Number 2
Approval of financial assistance in
terms of section 45 of the Companies     99.99%                 0.01%          203 193 674            91.64%                   0.12%
Act

*Total issued share capital is 221 737 356.

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

Stellenbosch
28 October 2015

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

Date: 28/10/2015 04:25:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.