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Results of the AGM
Allied Electronics Corporation Limited
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: ATN ISIN: ZAE000029658
Share Code: ATNP ISIN: ZAE000029666
(“Altron” or “the company”)
RESULTS OF THE ANNUAL GENERAL MEETING OF ALTRON HELD ON 20 JULY 2012
Altron shareholders are advised that the results of the business conducted at the annual general
meeting held on Friday, 20 July 2012 at 09h30 in The Altron Boardroom, 5 Winchester Road,
Parktown, Johannesburg and video conferenced in Cape Town at 4th floor, The Park, Park Road,
Pinelands, Cape Town are as follows.
1. Annual General Meeting
1.1 The annual financial statements of the company, incorporating the external auditor, audit
committee and directors’ reports for the year ended 29 February 2012 were presented.
1.2 Ordinary Resolution Number 1: Election of Directors
In terms of articles 15.3 and 16.1 of the company’s Memorandum of Incorporation, Messrs
RJ Abraham, GG Gelink and SN Susman retired from the board and were elected
individually by way of a separate vote for a further term of office.
Directors For % Against % Abstain %
Mr RJ Abraham 85 276 291 100.00 0 0.00 2 0.00
Mr GG Gelink 85 276 291 100.00 0 0.00 2 0.00
Mr SN Susman 85 276 291 100.00 0 0.00 2 0.00
1.3 Ordinary Resolution Number 2: Re-Election of Directors
In terms of article 16.1.1 of the company’s Memorandum of Incorporation, Mr NJ Adami,
Ms DNM Mokhobo and Messrs AMR Smith and RE Venter retired from the board and
were re-elected individually by way of a separate vote for a further term of office.
Directors For % Against % Abstain %
Mr NJ Adami 85 227 224 99.94 49 067 0.06 2 0.00
Ms DNM Mokhobo 85 227 224 99.94 49 067 0.06 2 0.00
Mr AMR Smith 85 276 291 100.00 0 0.00 2 0.00
Mr RE Venter 85 276 291 100.00 0 0.00 2 0.00
1.4 Ordinary Resolution Number 3: Re-Election of Directors
In terms of articles 16.1.2 and 16.1.3 of the company’s Memorandum of Incorporation, Mr
MC Berzack, Mr MJ Leeming, Ms BJM Masekela and Dr WP Venter retired from the board
and were re-elected individually by way of a separate vote for a further term of office.
Directors For % Against % Abstain %
Mr MC Berzack 84 375 640 98.94 900 651 1.06 2 0.00
Mr MJ Leeming 83 092 127 97.44 1 457 755 1.71 726 411 0.85
Ms BJM Masekela 85 276 291 100.00 0 0.00 2 0.00
Dr WP Venter 84 396 615 98.97 0 0.00 879 678 1.03
1.5 Ordinary Resolution Number 4: Re-appointment of External Auditor
KPMG Inc., upon the recommendation of the Altron audit committee was re-appointed as
the independent registered auditor of the company until the conclusion of the next annual
general meeting.
KPMG Inc. For % Against % Abstain %
85 276 291 100.00 0 0.00 2 0.00
1.6 Ordinary Resolution Number 5: Election of Audit Committee Members
Messrs NJ Adami, GG Gelink, MJ Leeming and JRD Modise, all being independent non-
executive directors of the company, were each elected by way of a separate vote as
members of the Altron audit committee, with effect from the end of this annual general
meeting.
Directors For % Against % Abstain %
Mr NJ Adami 83 708 367 98.16 1 567 924 1.84 2 0.00
Mr GG Gelink 85 276 171 99.99 120 0.00 2 0.00
Mr MJ Leeming 83 818 416 98.29 1 457 875 1.71 2 0.00
Mr JRD Modise 84 719 067 99.35 557 224 0.65 2 0.00
1.7 Ordinary Resolution Number 6: Ratification of Appointment of Social and Ethics
Committee
The Altron Social and Ethics Committee appointed by the board of the company, in
accordance with the Companies Act, with effect from 1 March 2012, was ratified.
Social and Ethics
For % Against % Abstain %
Committee
85 268 227 99.99 8 064 0.00 2 0.00
1.8 Ordinary Resolution Number 7: Endorsement of Altron Remuneration Policy
The company’s remuneration policy (excluding the remuneration of the non-executive
directors and the members of board committees, for their services as directors and
members of committees) as set out in Altron’s annual and statutory report was endorsed
by shareholders by way of a non-binding advisory vote.
Altron
Remuneration For % Against % Abstain %
Policy
80 135 532 93.97 5 140 759 6.03 2 0.00
1.9 Ordinary Resolution Number 8: General Authority to Directors to Allot and Issue
Authorised but Unissued Ordinary and Participating Preference Shares
The general authority granted to the directors of the company to allot and issue the
unissued ordinary and/or participating preference shares of the company, as required by
and subject to Altron’s memorandum of incorporation and the requirements of the
Companies Act of 2008 and the JSE Listings Requirements, was approved.
General
Authority to allot For % Against % Abstain %
and issue shares
83 437 978 97.84 1 838 313 2.16 2 0.00
1.10 Ordinary Resolution Number 9: General Authority to Issue Shares for Cash
The general authority granted to the directors of the company for the allotment and issue
of ordinary and/or participating preference shares in the capital of the company for cash as
and when suitable situations arise and as per the JSE Listings Requirements, was
approved.
Issue of Shares
For % Against % Abstain %
for Cash
78 917 215 92.54 6 359 076 7.46 2 0.00
1.11 Special Resolution Number 1*: General Authority to Acquire (Repurchase) Shares
The general authority granted to the company and any of its subsidiaries to acquire
ordinary and/or participating preference shares in the share capital of the company from
any person in accordance with the requirements of Altron’s memorandum of incorporation,
the Companies Act of 2008 and the JSE Listings Requirements, was approved.
Share
For % Against % Abstain %
Repurchase
78 482 555 91.37 7 417 370 8.63 15 0.00
1.12 Special Resolution Number 2: Remuneration of Non-Executive Chairman, Lead
Independent Director and Non-Executive Directors
The remuneration payable to the non-executive chairman, lead independent director and
non-executive directors of the company in accordance with article 15.6 of the company’s
memorandum of incorporation for the 12 month period commencing on 1 September 2012,
was approved.
Remuneration of
For % Against % Abstain %
Board Members
82 780 505 97.07 2 277 694 2.67 218 094 0.26
1.13 Special Resolution Number 3: Remuneration Payable to Non-Executive Directors
Participating in Board Committees
The remuneration payable to non-executive directors of the company participating in board
committees in accordance with article 22.2 of the company’s memorandum of
incorporation for the 12 month period commencing on 1 September 2012, was approved.
Remuneration of
Board Committee For % Against % Abstain %
Members
85 276 171 99.99 120 0.00 2 0.00
1.14 Special Resolution Number 4: Remuneration Payable to Non-Executive Directors for
Participating in Special/Unscheduled Board Meetings and Ad-Hoc Strategic
Planning Sessions
The remuneration payable to non-executive directors of the company for participating in
special/unscheduled board meetings and ad-hoc strategic planning sessions in
accordance with article 15.6 of the company’s memorandum of incorporation for the 12
month period commencing on 1 September 2012, was approved.
Ad-Hoc Board
For % Against % Abstain %
Fees
85 276 171 99.99 120 0.00 2 0.00
1.15 Special Resolution Number 5*: Financial Assistance to Directors, Prescribed
Officers, Employee Share Scheme Beneficiaries and Related or Inter-Related
Companies and Corporations
The ability of the company to provide direct or indirect financial assistance to directors,
prescribed officers, employee share scheme beneficiaries and related or inter-related
companies and corporations, to the extent required by and subject to sections 44 and 45
of the Companies Act of 2008, the JSE Listings Requirements and Altron’s memorandum
of incorporation, was approved.
Financial
For % Against % Abstain %
Assistance
85 199 913 99.19 700 012 0.81 15 0.00
1.16 Special Resolution Number 6*: Adoption of New Memorandum of Incorporation
The resolution adopting Altron’s new Memorandum of Incorporation with effect from the
date of filing of the required notice with the Companies and Intellectual Property
Commission, was approved.
Memorandum of
For % Against % Abstain %
Incorporation
85 899 805 99.99 120 0.00 15 0.00
*special resolutions numbers 1, 5 and 6 include the votes of both ordinary and participating
preference shares calculated as per Altron’s memorandum of incorporation
2. Accordingly all the resolutions as set out in the notice of annual general meeting were passed by
the requisite majority of votes.
3. The special resolutions will, to the extent necessary, be filed and/or registered with the
Companies and Intellectual Property Commission.
4. The proceedings of the Annual General Meeting which were video conferenced in both
Johannesburg and Cape Town will be available for viewing on Altron’s website www.altron.com
on Friday, 27 July 2012.
Johannesburg
20 July 2012
Sponsor: Investec Bank Limited
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