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YORK TIMBER HOLDINGS LIMITED - Results of annual general meeting and changes to the board

Release Date: 11/11/2021 17:15
Code(s): YRK     PDF:  
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Results of annual general meeting and changes to the board

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 CHANGES TO THE BOARD

York shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of
Shareholders held on Thursday, 11 November 2021, all the ordinary and special resolutions, save for
ordinary resolution number 2.4 and special resolution number 3.1, as set out in the notice of AGM dated
27 September 2021, were approved by the requisite majority of Shareholders present or represented
by proxy, as further detailed below.

CHANGES TO THE BOARD

Shareholders are referred to the announcement published on SENS on Friday, 20 August 2021,
wherein it was advised that Mr Adrian Zetler had been appointed as a non-executive director of York
(“Director”) and Mr André van der Veen had been appointed as an alternate director to Mr Zetler, with
effect from 1 September 2021. Each of the abovementioned appointments of Mr Zetler and Mr van der
Veen were subject to confirmation by Shareholders. Additionally, Mr van der Veen’s appointment as
Mr Zetler’s alternate director was subject to Mr Zetler remaining a Director.

As a result of ordinary resolution number 2.4 not having received the requisite majority of votes in
favour, Mr Zetler’s appointment as a Director was not confirmed by Shareholders. Accordingly, in
accordance with clause 5.1.5 of York’s memorandum of incorporation, Mr Zetler retired as a Director
with effect from the conclusion of the AGM. Additionally, notwithstanding that ordinary resolution
number 2.5 received the requisite majority of votes in favour, as Mr Zetler is no longer a Director,
ordinary resolution number 2.5 has no force or effect.

Shareholders are further advised that, pursuant to the ordinary resolution number 2.7 having received
the requisite majority of votes in favour, Mr van der Veen has been appointed as a non-excutive Director
with effect from the date of the AGM, being 11 November 2021.

RESULTS OF ANNUAL GENERAL MEETING

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 consolidated and separate annual financial statements
for the year ended 30 June 2021

 Shares Voted              Abstained                  For                        Against
 278 281 027               0.18%                      100%                       0%
 84.01%


Ordinary resolution number 2: Re-election and appointment of directors (by separate resolutions)

Ordinary resolution number 2.1: Dr Jim Myers

 Shares Voted              Abstained                  For                       Against
 278 476 027               0.13%                      68.51%                    31.49%
 84.07%


Ordinary resolution number 2.2: Dr Azar Jammine

 Shares Voted              Abstained                  For                       Against
 278 476 027               0.13%                      92.01%                    7.99%
 84.07%


Ordinary resolution number 2.3: Dinga Mncube

 Shares Voted              Abstained                  For                       Against
 278 461 027               0.13%                      99.00%                    1.00%
 84.07%


Ordinary resolution number 2.4: Adrian Zetler

 Shares Voted              Abstained                  For                       Against
 278 551 027               0.10%                      48.85%                    51.15%
 84.09%


Ordinary resolution number 2.5: André van der Veen (alternate director to Adrian Zetler)*

 Shares Voted              Abstained                  For                       Against
 278 551 027               0.10%                      85.19%                    14.81%
 84.09% 

*As noted above, Mr van der Veen’s appointment as an alternate director to Mr Zetler was subject to,
inter alia, Mr Zetler remaining a Director. Accordingly, as a result of the ordinary resolution number 2.4
not having received the requisite majority of votes in favour, Mr Zetler has retired as a Director and
therefore the approval of ordinary resolution number 2.5 has no force or effect.

Ordinary resolution number 2.6: Lindani Dhlamini

 Shares Voted              Abstained                  For                       Against
 278 461 027               0.13%                      100%                      0%
 84.07%


Ordinary resolution number 2.7: Andre van der Veen

 Shares Voted              Abstained                  For                       Against
 278 703 235               12.43%                     99.80%                    0.20%
 71.76%


Ordinary resolution number 3: Re-appointment of the external auditor (with Mr Schalk Barnard
being the designated external audit partner)

 Shares Voted              Abstained                  For                       Against
 278 476 027               0.13%                      99.86%                    0.14%
 84.07%


Ordinary resolution number 4: Re-election of the Audit Committee members (by separate
resolutions)

Ordinary resolution number 4.1: Andries Brink
 
 Shares Voted              Abstained                  For                       Against
 278 476 027               0.13%                      100%                      0%
 84.07%


Ordinary resolution number 4.2: Dr Azar Jammine

 Shares Voted              Abstained                  For                      Against
 278 476 027               0.13%                      96.17%                   3.83%
 84.07%


Ordinary resolution number 4.3: Max Nyanteh

 Shares Voted              Abstained                  For                      Against
 278 461 027               0.13%                      100%                     0%
 84.07% 


Ordinary resolution number 5.1: Endorsement of the Company’s remuneration policy

 Shares Voted              Abstained                  For                       Against
 278 459 527               0.13%                      75.57%                    24.43%
 84.07%


Ordinary resolution number 5.2: Endorsement of the Company’s remuneration implementation report

 Shares Voted              Abstained                  For                      Against
 278 459 527               0.13%                      91.91%                   8.09%
 84.07%


Special resolution number 1: General authority to acquire/repurchase shares

 Shares Voted              Abstained                  For                      Against
 278 476 027               0.13%                      100%                     0%
 84.07% 


Special resolution number 2: Financial assistance in terms of sections 44 and 45 fo the Companies
Act, No. 71 of 2008

 Shares Voted              Abstained                  For                      Against
 278 294 527               0.18%                      99.99%                   0.01%
 84.02%


Special resolution number 3: Approval of the remuneration of non-executive directors (by separate
resolutions) for the period January 2022 to December 2022

Special resolution number 3.1: Chairman of the Board

 Shares Voted             Abstained                   For                      Against
 278 474 527              0.13%                       68.35%                   31.65%
 84.07%


Special resolution number 3.2: Board members

 Shares Voted             Abstained                  For                       Against
 278 296 027              0.18%                      99.24%                    0.76%
 84.02%


Special resolution number 3.3: Chairman of the subcomitee

 Shares Voted             Abstained                  For                       Against
 278 476 027              0.13%                      95.44%                    4.56%
 84.07%


Special resolution number 3.4: Subcommitee members

 Shares Voted             Abstained                  For                       Against
 278 296 027              0.18%                      99.24%                    0.76%
 84.02%


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.


Sabie, Mpumalanga
11 November 2021

Sponsor
One Capital

Date: 11-11-2021 05:15:00
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