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Results of Annual General Meeting
Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL ISIN: ZAE000138095
('Finbond' or 'the Company')
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the annual general meeting of
shareholders of the company held on Friday, 29 July 2022, all the proposed
ordinary and special resolutions, as set out in the notice of annual
general meeting contained in the integrated report for the year ended 28
February 2022, were passed by the requisite majority of shareholders
present and voting, in person or by proxy, except for special resolutions
3 and 4.
Details of the results of voting at the annual general meeting are as
follows:
- Total number of issued ordinary shares: 908,243,450
- Total number of issued ordinary shares net of treasury shares (“Total
Votable Ordinary Shares”): 839,124,742
- Total number of issued ordinary shares which were present/represented at
the annual general meeting: 588,480,553 being 66.56% of the Total Votable
Ordinary Shares
Ordinary Resolutions
Resolution to approve the audited annual financial statements
For (1) Against (1) Abstentions (2) Shares voted (3)
558 399 342, 6 245, being 0% 74 966, being 558 405 587,
being 100% 0.01% being 66.55%
Ordinary resolution number 1: Control over unissued share capital
For (1) Against (1) Abstentions (2) Shares voted (3)
312 419 439, 245 995 726, 65 388, being 558 415 165,
being 55.95% being 44.05% 0.01% being 66.55%
Ordinary resolution number 2: General authority to issue shares for cash*
For (1) Against (1) Abstentions (2) Shares voted (3)
558 401 341, 13 824, being 0% 65 388, being 558 415 165,
being 100% 0.01% being 66.55%
Ordinary resolution number 3: Re-election of Adv N Melville to the board
of directors
For (1) Against (1) Abstentions (2) Shares voted (3)
558 399 342, 13 824, being 0% 67 387, being 558 413 166,
being 100% 0.01% being 66.55%
Ordinary resolution number 4: Re-election of Dr M Motlatla to the board
of directors
For (1) Against (1) Abstentions (2) Shares voted (3)
312 421 438, 245 993 727, 65 388, being 558 415 165,
being 55.95% being 44.05% 0.01% being 66.55%
Ordinary resolution number 5: Re-election of Ms H Wilken-Jonker to the
board of directors
For (1) Against (1) Abstentions (2) Shares voted (3)
312 419 439, 245 993 727, 67 387, being 558 413 166,
being 55.95% being 44.05% 0.01% being 66.55%
Ordinary resolution number 6: Re-election of Mr DC Pentz to the board of
directors
For (1) Against (1) Abstentions (2) Shares voted (3)
312 419 439, 245 993 727, 67 387, being 558 413 166,
being 55.95% being 44.05% 0.01% being 66.55%
Ordinary resolution number 7: Election of Mr S Riskowitz to the board of
directors in the capacity of independent non-executive director
For (1) Against (1) Abstentions (2) Shares voted (3)
312 419 439, 245 993 727, 67 387, being 558 413 166,
being 55.95% being 44.05% 0.01% being 66.55%
Ordinary resolution number 8: Re-election of Mr P Naudé to the board of
directors
For (1) Against (1) Abstentions (2) Shares voted (3)
558 399 342, 13 824, being 0% 67 387, being 558 413 166,
being 100% 0.01% being 66.55%
Ordinary resolution number 9: Election of Mr T Moodley to the board of
directors in the capacity of alternate independent non-executive director
For (1) Against (1) Abstentions (2) Shares voted (3)
312 419 439, 245 993 727, 67 387, being 558 413 166,
being 55.95% being 44.05% 0.01% being 66.55%
Ordinary resolution number 10: Re-election of Mr DC Pentz to the audit
committee
For (1) Against (1) Abstentions (2) Shares voted (3)
312 421 438, 245 993 727, 65 388, being 558 415 165,
being 55.95% being 44.05% 0.01% being 66.55%
Ordinary resolution 11: Re-election of Adv N Melville to the audit
committee
For (1) Against (1) Abstentions (2) Shares voted (3)
558 399 342, 13 824, being 0% 67 387, being 558 413 166,
being 100% 0.01% being 66.55%
Ordinary resolution 12: Re-election of Mr P Naudé to the audit committee
For (1) Against (1) Abstentions (2) Shares voted (3)
558 399 342, 13 824, being 0% 67 387, being 558 413 166,
being 100% 0.01% being 66.55%
Ordinary resolution 13: Appointment of external auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
558 399 342, 13 824, being 0% 67 387, being 558 413 166,
being 100% 0.01% being 66.55%
Special resolutions
Special resolution 1: Non-executive remuneration
For (1) Against (1) Abstentions (2) Shares voted (3)
558 393 175, 12 065, being 0% 75 313, being 558 405 240,
being 100% 0.01% being 66.55%
Special resolution 2: Remuneration policy
For (1) Against (1) Abstentions (2) Shares voted (3)
558 393 175, 12 065, being 0% 75 313, being 558 405 240,
being 100% 0.01% being 66.55%
Special resolution 3: Remuneration implementation report
For (1) Against (1) Abstentions (2) Shares voted (3)
312 415 618, 245 991 968, 72 967, being 558 407 586,
being 55.95% being 44.05% 0.01% being 66.55%
Special resolution 4: Ratification of the inter-group loans
For (1) Against (1) Abstentions (2) Shares voted (3)
312 413 619, 245 986 148, 80 786, being 558 399 767,
being 55.95% being 44.05% 0.01% being 66.55%
Special resolution 5: General authority to repurchase shares
For (1) Against (1) Abstentions (2) Shares voted (3)
558 395 521, 13 824, being 0% 71 208, being 558 409 345,
being 100% 0.01% being 66.55%
Notes:
(1) The votes carried for and against each individual resolution are
disclosed as a percentage in relation to the total number of ordinary
shares voted (whether in person or by proxy) in respect of such individual
resolution at the annual general meeting.
(2) The total number of ordinary shares abstained in respect of each
individual resolution (whether in person or by proxy) is disclosed as a
percentage in relation to the Total Votable Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person or by
proxy) at the annual general meeting in respect of each individual
resolution is disclosed as a percentage in relation to the Total Votable
Ordinary Shares.
As a result of special resolution 3 (being a non-binding advisory vote)
not being passed by the requisite majority of 75%, the company will engage
directly with the dissenting shareholders to ascertain the reasons for
the dissenting votes by 30 September 2022. The company will further engage
with relevant external professionals on a contract basis in order to
address the reasons for the dissenting votes. Management will take the
necessary steps to address legitimate and reasonable objections and
concerns.
The relevant special resolutions will be lodged with the Companies and
Intellectual Property Commission in due course.
Pretoria
29 July 2022
Sponsor: Grindrod Bank Limited
Date: 29-07-2022 05:30:00
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