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Results of annual general meeting
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE code: TRU; NSX code: TRW
ISIN: ZAE000028296
(“Truworths” or “the company”)
RESULTS OF ANNUAL GENERAL MEETING
Truworths advises that at the annual general meeting (“AGM”) of the company’s
shareholders (“shareholders”) held on Thursday, 3 November 2016, all the ordinary and
special resolutions, as set out in the notice of AGM dated 18 August 2016, were approved by
the requisite majority of shareholders present or represented.
The required special resolutions are not required to be lodged with the Companies and
Intellectual Property Commission.
The Truworths shares in issue eligible to vote at the AGM were 430 657 881 (“voteable
shares”). This number is calculated as the total number of Truworths shares in issue, less
treasury shares as defined in the JSE Limited Listings Requirements.
The number of Truworths shares represented at the AGM either by shareholders personally
present, or through letters of representation and by proxy, was 328 484 638 representing
76.275% of the voteable shares.
Details of the voting on the resolutions are as follows:
Item number 1: To receive and adopt the Annual Financial Statements for the period ended
26 June 2016
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 328 141 517 0
% Voted % Abstained % For % Against
76.195 0.080 100.000 0.000
Item number 2: To re-elect the retiring directors:
Mr AJ Taylor
Shares Voted Shares Abstained Shares For Shares Against
325 848 038 2 636 600 260 408 905 65 439 133
% Voted % Abstained % For % Against
75.663 0.612 79.917 20.083
Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
325 848 038 2 636 600 260 630 812 65 217 226
% Voted % Abstained % For % Against
75.663 0.612 79.985 20.015
Mr KI Mampeule
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 327 257 918 883 599
% Voted % Abstained % For % Against
76.195 0.080 99.731 0.269
To elect Mr DN Dare as an executive director of the company
Shares Voted Shares Abstained Shares For Shares Against
328 084 067 400 571 321 339 662 6 744 405
% Voted % Abstained % For % Against
76.182 0.093 97.944 2.056
Item number 3: To give the directors limited and conditional general authority over the
unissued and repurchased shares
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 302 883 741 25 257 776
% Voted % Abstained % For % Against
76.195 0.080 92.303 7.697
Item number 4*: To give a limited and conditional general mandate for the company or its
subsidiaries to acquire the company’s shares
Shares Voted Shares Abstained Shares For Shares Against
327 711 803 772 835 321 346 573 6 365 230
% Voted % Abstained % For % Against
76.096 0.179 98.058 1.942
Item number 5: To re-elect Ernst & Young Inc. as auditor for the period ending 2 July 2017
and to authorise the Audit Committee to agree to the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 319 315 995 8 825 522
% Voted % Abstained % For % Against
76.195 0.080 97.310 2.690
Item number 6*: To approve the proposed fees of the non-executive directors for the 12
month period from 1 January 2017 to 31 December 2017
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 328 141 517 0
% Voted % Abstained % For % Against
76.195 0.080 100.000 0.000
Item number 7: To confirm the appointment of the following qualifying independent non-
executive directors to the company’s Audit Committee:
Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 322 644 664 5 496 853
% Voted % Abstained % For % Against
76.195 0.080 98.325 1.675
Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 264 528 320 63 613 197
% Voted % Abstained % For % Against
76.195 0.080 80.614 19.386
Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 327 711 803 429 714
% Voted % Abstained % For % Against
76.195 0.080 99.869 0.131
Item number 8: To approve by way of a non-binding advisory vote the group’s remuneration
policy as set out in the company’s 2016 Integrated Annual Report
Shares Voted Shares Abstained Shares For Shares Against
327 720 683 763 955 259 049 009 68 671 674
% Voted % Abstained % For % Against
76.098 0.177 79.046 20.954
Item number 9: To consider the report of the Social and Ethics Committee for the period
ended 26 June 2016 as set out on the company’s website
Shares Voted Shares Abstained Shares For Shares Against
327 859 977 624 661 321 870 779 5 989 198
% Voted % Abstained % For % Against
76.130 0.145 98.173 1.827
Item number 10: To confirm the appointment of the following qualifying directors to the
company’s Social and Ethics Committee for the period until the next annual general meeting:
Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 325 540 270 2 601 247
% Voted % Abstained % For % Against
76.195 0.080 99.207 0.793
Dr CT Ndlovu
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 272 469 595 55 671 922
% Voted % Abstained % For % Against
76.195 0.080 83.034 16.966
Mr DB Pfaff
Shares Voted Shares Abstained Shares For Shares Against
328 141 517 343 121 326 378 764 1 762 753
% Voted % Abstained % For % Against
76.195 0.080 99.463 0.537
Item number 11*: To approve the provision of financial assistance by the company, as
authorised by the board, to group entities in accordance with the Companies Act
Shares Voted Shares Abstained Shares For Shares Against
328 140 309 344 329 317 433 855 10 706 454
% Voted % Abstained % For % Against
76.195 0.080 96.737 3.263
Notes
* denotes a special resolution
? The percentage of shares voted is calculated by dividing the number of shares
represented at the AGM (excluding shares abstained) by the voteable shares
? The percentage of shares abstained is calculated in relation to the number of
voteable shares
? Percentages of shares for and against are calculated in relation to the number of
shares represented at the AGM, excluding shares abstained
Cape Town
3 November 2016
Sponsor in South Africa
One Capital
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