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ALLIED ELECTRONICS CORPORATION LTD - Results of the Annual General Meeting of Altron held on 22 July 2013

Release Date: 22/07/2013 15:45
Code(s): ATN ATNP     PDF:  
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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

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