KEATON ENERGY HOLDINGS LIMITED - Report on Annual General Meeting Proceedings

Report on Annual General Meeting Proceedings

 Keaton Energy Holdings Limited
 (Incorporated in the Republic of South Africa)
 (Registration number 2006/011090/06)
 JSE code: KEH
 ISIN code: ZAE000117420
 ('Keaton' or the ‘Company’)


REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS

Keaton shareholders are advised that at the Annual General Meeting of members held on Friday, 30
October 2015, the ordinary and special resolutions proposed in the Notice of Annual General
Meeting were voted on as confirmed in the voting statistics from the Annual General Meeting set
out below:

                                                                %      Number

Total number of shares that could be voted at meeting           100%   228 262 542

Total number of shares present/represented including proxies at 75.54% 172 435 340
meeting (including shares abstained from voting)

Total number of members present                                        8


                                           Votes in       %          Votes     %       Abstentions      % of        Passed
                                           favour                    against                            issued      /Failed
                                                                                                        share
                                                                                                        capital

Ordinary Resolution                     172 386 190     99.97%         -       0%       49 150          0.03%       Passed
Number 1 
Acceptance of Annual
Financial Statements

Ordinary Resolution                     172 386 190     99.97%         -        0%      49 150          0.03%       Passed
Number 2.1
Re-election of Mr MT
Witteveen as a
director

Ordinary Resolution                    172 386 190      99.97%         -        0%      49 150          0.03%       Passed
Number 2.2
Re-election of Mr HG
Mai as a director

Ordinary Resolution                    172 386 190      99.97%         -        0%      49 150          0.03%       Passed
Number 3.1
Re-election of Mr LX
Mtumtum as lead
independent non-
executive director

Ordinary Resolution                   172 386 190       99.97%          -       0%     49 150           0.03%       Passed
Number 3.2
Re-election of Mr GH
Kemp as a director

Ordinary Resolution                   172 386 190       99.97%          -       0%     49 150           0.03%       Passed
Number 3.3
Re-election of Mr OP
Sadler as a director

Ordinary Resolution                   172 386 190        99.97%          -       0%    49 150           0.03%       Passed
Number 4.1
Re-election of Mr LX
Mtumtum as member
and chairman of the
audit committee

Ordinary Resolution                   172 386 190         99.97%         -        0%    49 150          0.03%       Passed
Number 4.2
Re-election of Mr GH
Kemp as a member of
the audit committee

Ordinary Resolution                   172 386 190         99.97%         -        0%     49 150          0.03%       Passed
Number 4.3
Re-election of Mr OP
Sadler as a member
of the audit
committee

Ordinary Resolution                   172 386 190          99.97%         -       0%     49 150          0.03%       Passed
Number 5
Re-appointment of
KPMG Inc. as external
auditors of the
company

Ordinary Resolution                    93 909 779          54.46%    78 476 411  45.51%  49 150          0.03%       Passed
Number 6                                         
Control of authorised
but unissued shares

Ordinary Resolution                    93 909 779          54.46%    78 476 411  45.51%  49 150          0.03%       Failed
Number 7                                         
General authority to
issue shares for cash

Ordinary Resolution                    93 909 779          54.46%        -        0%    78 525 561      45.54%       Passed
Number 8
Approval, through a
non-binding advisory
vote, of the group
remuneration policy

Special    Resolution                  93 909 779          54.46%   78 476 411   45.51%   49 150          0.03%     Failed
Number 1                                            
Approval of non-
executive directors’
remuneration

Special  Resolution                     93 909 779         54.46%        -        0%     78 525 561      45.54%     Failed
Number 2
Financial assistance as
contemplated in
section 44 and 45 of
the Companies Act

Special Resolution                       93 909 779         54.46%       -        0%    78 525 561        45.54%    Failed
Number 3
Issuing shares for
purposes of the
Keaton Energy Long-
Term Performance
Incentive Scheme

Special Resolution                       172 386 190         99.97%      -        0%       49 150          0.03%    Passed
Number 4
Issuing shares for
purposes of the
Keaton Energy 2013
Share Plan

Special Resolution                       172 386 190          99.97%     -        0%       49 150          0.03%    Passed
Number 5
General authority to
repurchase shares

Special Resolution                       172 386 190          99.97%     -        0%       49 150          0.03%    Passed
Number
Amendment of
Memorandum of
Incorporation



Johannesburg
30 October 2015


Sponsor
Investec Bank Limited

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