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Results of the annual general meeting of Altron held on 21 July 2014 - ATN/ATNP
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 21 JULY 2014
Altron shareholders are advised that the results of the business conducted at the annual
general meeting held on Monday, 21 July 2014 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 2014 were
presented.
1.1 ORDINARY RESOLUTIONS NUMBERS 1.1 TO 1.2: ELECTION OF DIRECTORS
In terms of articles 21.6.1 and 25.17 of the company’s memorandum of incorporation,
Ms SN Mabaso-Koyana and Mr RS Ntuli retired from the board and were elected
individually by way of a separate vote for a further term of office.
Election of Directors For % Against % Abstain
SN Mabaso-Koyana 93 772 504 96.35 3 556 362 3.65 2 750
RS Ntuli 97 328 866 100.00 0 0.00 2 750
1.2 ORDINARY RESOLUTIONS NUMBERS 2.1 TO 2.7: RE-ELECTION OF DIRECTORS
In terms of articles 25.6.1 and 25.17 of the company’s memorandum of incorporation,
Dr WP Venter, Dr PM Maduna and Messrs MC Berzack, MJ Leeming, JRD Modise,
CG Venter and RE Venter retired from the board and were re-elected individually by
way of a separate vote for a further term of office.
Re-Election of Directors For % Against % Abstain
Dr WP Venter 97 325 493 100.00 2 138 0.00 3 985
Dr PM Maduna 97 328 116 100.00 750 0.00 2 750
MC Berzack 96 134 036 99.47 517 051 0.53 680 529
MJ Leeming 95 808 570 99.13 842 517 0.87 680 529
JRD Modise 97 326 881 100.00 750 0.00 3 985
CG Venter 93 266 869 95.83 4 061 997 4.17 2 750
RE Venter 97 315 835 99.99 13 031 0.01 2 750
1.3 ORDINARY RESOLUTION NUMBER 3: 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 of
For % Against % Abstain
KPMG Inc.
98 385 751 100.00 0 0.00 2 750
1.4 ORDINARY RESOLUTIONS NUMBERS 4.1 TO 4.4: 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.
Election of Audit
For % Against % Abstain
Committee Members
Mr GG Gelink 98 385 751 100.00 0 0.00 2 750
Mr NJ Adami 81 358 906 82.69 17 026 845 17.31 2 750
Mr MJ Leeming 96 862 487 99.14 844 579 0.86 681 436
Mr JRD Modise 98 382 879 100.00 847 0.00 4 775
1.5 ORDINARY RESOLUTION NUMBER 5: ENDORSEMENT OF ALTRON
REMUNERATION POLICY
The company’s remuneration policy (excluding the remuneration of the non-executive
directors and the members of statutory and 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
94 019 674 95.56 4 366 076 4.44 2 750
1.6 ORDINARY RESOLUTION NUMBER 6: 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.
General Authority to
Directors to Allot and
Issue Authorised but
For % Against % Abstain
Unissued Ordinary and
Participating
Preference Shares
89 379 184 91.83 7 949 682 8.17 2 750
1.7 ORDINARY RESOLUTION NUMBER 7: 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.
General Authority to
Allot and Issue Shares For % Against % Abstain
for Cash
92 807 375 95.35 4 521 491 4.65 2 750
1.8 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.
General Authority to
Acquire Participating For % Against % Abstain
Preference Shares
97 148 281 98.74 1 237 469 1.26 2 750
1.9 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 1 September 2014, was approved.
Non-Executive
Chairman’s For % Against % Abstain
Remuneration
93 279 150 95.84 4 049 716 4.16 2 750
1.10 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
1 September 2014, was approved.
Lead Independent
Director’s For % Against % Abstain
Remuneration
96 825 596 99.48 503 270 0.52 2 750
1.11 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 1 September 2014, was approved.
Non-Executive
Directors’ For % Against % Abstain
Remuneration
97 328 866 100.00 0 0.00 2 750
1.12 SPECIAL RESOLUTION NUMBER 5: REMUNERATION PAYABLE TO NON-
EXECUTIVE DIRECTORS PARTICIPATING IN STATUTORY AND 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
1 September 2014, was approved.
Statutory and Board
Committee For % Against % Abstain
Remuneration
97 328 866 100.00 0 0.00 2 750
1.13 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 1 September 2014, was approved.
Remuneration For Ad-
For % Against % Abstain
Hoc Board Meetings
96 825 596 99.48 503 270 0.52 2 750
1.14 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 Assistance For % Against % Abstain
97 880 517 99.49 505 234 0.51 2 750
1.15 SPECIAL RESOLUTION NUMBER 8: AMENDMENTS TO MEMORANDUM OF
INCORPORATION AND REPLACMENT THEREOF
The resolution amending and replacing Altron’s memorandum of incorporation by a
new memorandum of incorporation with effect from the date of filing of the required
notice with the Companies and Intellectual Property Commission, was approved.
Amendments to
Memorandum of
For % Against % Abstain
Incorporation and
Replacement thereof
97 709 090 100.00 0 0.00 679 411
1.16 SPECIAL RESOLUTION NUMBER 9: RE-DESIGNATION OF ALTRON ORDINARY
AND PARTICIPATING PREFERENCE SHARES
The resolution re-designating the Altron ordinary and participating preference shares in
the share capital of the company as A ordinary shares and N ordinary shares
respectively from the date of filing of the required notice with the Companies and
Intellectual Property Commission, was approved.
Re-designation of
For % Against % Abstain
Altron Shares
97 709 090 100.00 0 0.00 679 411
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 registered with the
Companies and Intellectual Property Commission.
Johannesburg
21 July 2014
Sponsor: Investec Bank Limited
Date: 21/07/2014 01:55:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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