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Results of the Annual General Meeting of Altron held on 22 July 2013
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 22 JULY 2013
Altron shareholders are advised that the results of the business conducted at the annual
general meeting held on Monday, 22 July 2013 at 09h30 in The Altron Boardroom, 5
Winchester Road, Parktown, Johannesburg and video conferenced in Cape Town at Bytes
People Solutions, 3rd Floor, Park Building, 1 Fir Street, Cape Town are as follows.
1. ANNUAL FINANCIAL STATEMENTS
The annual financial statements of the company, incorporating the external auditor,
audit committee and directors’ reports for the year ended 28 February 2013 were
presented.
1.1 ORDINARY RESOLUTIONS NUMBERS 1.1 TO 1.7: RE-ELECTION OF DIRECTORS
In terms of article 25.6.1 of the company’s Memorandum of Incorporation, Messrs MC
Berzack, MJ Leeming, Dr PM Maduna, JRD Modise, CG Venter, RE Venter and Dr
WP Venter retired from the board and were elected individually by way of a separate
vote for a further term of office.
Directors For % Against % Abstain %
MC Berzack 95 531 847 99.50 527 065 0.50 45 418 0.00
MJ Leeming 93 387 437 97.20 2 703 305 2.80 13 588 0.00
Dr PM Maduna 96 090 742 100.00 0 0.00 13 588 0.00
JRD Modise 94 365 337 98.20 1 725 405 1.80 13 588 0.00
CG Venter 92 015 362 95.75 3 864 462 4.02 224 506 0.23
RE Venter 96 090 742 100.00 0 0.00 13 588 0.00
Dr WP Venter 92 415 428 96.20 3 116 419 3.20 572 483 0.60
1.2 ORDINARY RESOLUTION NUMBER 2: 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.
Re-
Appointment For % Against % Abstain %
of KPMG Inc.
97 068 219 100.00 13 000 0.00 13 606 0.00
1.3 ORDINARY RESOLUTIONS NUMBERS 3.1 TO 3.4: 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 separate
resolutions and each by way of a series of votes as members of the Altron audit
committee, with effect from the end of this annual general meeting.
Audit Committee
For % Against % Abstain %
Members
Mr NJ Adami 97 004 478 99.90 76 741 0.10 13 606 0.00
Mr GG Gelink 97 068 219 100.00 13 000 0.00 13 606 0.00
Mr MJ Leeming 94 326 637 97.20 2 754 582 2.80 13 606 0.00
Mr JRD Modise 95 354 254 98.20 1 726 965 1.80 13 606 0.00
1.4 ORDINARY RESOLUTION NUMBER 4: 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 integrated annual report was endorsed
by shareholders by way of a non-binding advisory vote.
Altron
Remuneration For % Against % Abstain %
Policy
90 623 609 93.30 6 457 610 6.70 13 606 0.00
1.5 ORDINARY RESOLUTION NUMBER 5: 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, the requirements of the
Companies Act of 2008, as amended and the JSE Listings Requirements, was
approved.
Issue of Shares for
For % Against % Abstain %
Cash
88 360 086 92.00 7 730 656 8.00 13 588 0.00
1.6 ORDINARY RESOLUTION NUMBER 6: GENERAL AUTHORITY TO ALLOT AND
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
For % Against % Abstain %
Cash
88 360 086 92.00 7 730 656 8.00 13 588 0.00
1.7 SPECIAL RESOLUTION NUMBER 1: GENERAL AUTHORITY TO ACQUIRE
(REPURCHASE) PARTICIPATING PREFERENCE SHARES
The general authority granted to the company and any of its subsidiaries to acquire
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, as amended, and the JSE Listings Requirements, was
approved.
Share Repurchase For % Against % Abstain %
95 402 210 98.30 1 679 009 1.70 13 606 0.00
1.8 SPECIAL RESOLUTION NUMBER 2: REMUNERATION OF NON-EXECUTIVE
CHAIRMAN
The remuneration payable to Altron’s non-executive chairman, Dr WP Venter, for his
services as a director and chairman of the company and various subsidiaries with
effect from 01 September 2013, was approved.
Non-Executive
Chairman’s For % Against % Abstain %
Remuneration
80 469 612 83.70 9 991 952 10.40 5 642 766 5.90
1.9 SPECIAL RESOLUTION NUMBER 3: REMUNERATION OF LEAD INDEPENDENT
DIRECTOR
The remuneration payable to Altron’s lead independent director, Mr MJ Leeming, for
his services as the lead independent director of the company with effect from
01 September 2013, was approved.
Lead Independent
Director’s For % Against % Abstain %
Remuneration
92 753 345 96.50 3 337 397 3.50 13 588 0.00
1.10 SPECIAL RESOLUTION NUMBER 4: REMUNERATION OF NON-EXECUTIVE
DIRECTORS
The remuneration payable to Altron’s non-executive directors for their services as non-
executive directors of the company with effect from 01 September 2013, was
approved.
Non-Executive
Director’s For % Against % Abstain %
Remuneration
96 090 742 100.00 0 0.00 13 588 0.00
1.11 SPECIAL RESOLUTION NUMBER 5: REMUNERATION PAYABLE TO NON-
EXECUTIVE DIRECTORS PARTICIPATING IN BOARD COMMITTEES
The remuneration payable to Altron’s non-executive directors for their services as non-
executive directors participating in the committees of the board with effect from 01
September 2013, was approved.
Board Committee
For % Against % Abstain %
Remuneration
96 090 742 100.00 0 0.00 13 588 0.00
1.12 SPECIAL RESOLUTION NUMBER 6: REMUNERATION PAYABLE TO NON-
EXECUTIVE DIRECTORS FOR PARTICIPATING IN SPECIAL / UNSCHEDULED
BOARD MEETINGS AND AD-HOC STRATEGIC PLANNING SESSIONS
The remuneration payable to Altron’s non-executive directors for their services as non-
executive directors participating in special / unscheduled meetings of the board with
effect from 01 September 2013, was approved.
Remuneration
For Ad-Hoc For % Against % Abstain %
Board Meetings
96 090 742 100.00 0 0.00 13 588 0.00
1.13 SPECIAL RESOLUTION NUMBER 7: FINANCIAL ASSISTANCE TO 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 employee
share scheme beneficiaries (including directors and prescribed officers) and related or
inter-related companies and corporations, to the extent required by sections 44 and 45
of the Companies Act of 2008 and subject to the JSE Listings Requirements and
Altron’s memorandum of incorporation, was approved.
Financial
For % Against % Abstain %
Assistance
96 101 594 99.00 979 625 1.00 13 606 0.00
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 with the Companies and
Intellectual Property Commission.
Johannesburg
22 July 2013
Sponsor: Investec Bank Limited
Date: 22/07/2013 03:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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