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AFRICAN AND OVERSEAS ENTERPRISES LD - Results of annual general meeting

Release Date: 18/11/2014 13:20
Code(s): AON AOO AOVP     PDF:  
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Results of annual general meeting

AFRICAN & OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO      ISIN: ZAE000000485
JSE share code: AON      ISIN: ZAE000009718
JSE share code: AOVP     ISIN: ZAE000000493
(“AOE” or “the company”)


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Friday, 14 November 2014 (in terms
of the notice of annual general meeting dispatched to shareholders on 30 September 2014), all of the resolutions tabled
thereat, with the exception of the resolution relating to the general authority of the company to acquire its own shares,
were passed (by way a poll) by the requisite majority of AOE shareholders.

Details of the results of voting at the annual general meeting are as follows:

-     total number of AOE shares that could have been voted at the annual general meeting: 11,387,441 (being the
      aggregate amount of 1,250,000 ordinary AOE shares and 10,137,441 “N” ordinary AOE shares);
-     total number of AOE shares that were present/represented at the annual general meeting: 5,764,370 (being, in
      aggregate, 50.62% of the total number of AOE shares that could have been voted at the annual general meeting);
-     total number of AOE ordinary shares that were present/represented at the annual general meeting: 1,005,026 (being
      80.40% of the total number of ordinary AOE shares that could have been voted at the annual general meeting, with
      each ordinary share entitling the holder thereof to 200 votes);
-     total number of AOE “N” ordinary shares that were present/represented at the annual general meeting: 4,759,344
      “N” ordinary AOE shares (being 46.95% of the total number of “N” ordinary AOE shares that could have been voted
      at the annual general meeting, with each “N” ordinary share entitling the holder thereof to 1 vote).

Ordinary Resolution 1: Approval of annual financial statements

For                             Against                    Abstentions                  Actual shares voted*

148,471,093 votes, being        57,293,451 votes, being    None                         5,764,370 shares, being
72.16% (147,700,000 votes       27.84% (53,305,200                                      50.62%, with 1,005,026
being cast in respect of the    votes being cast in                                     ordinary AOE shares being
ordinary AOE shares and         respect of the ordinary                                 voted and 4,759,344 “N”
771,093 votes being cast in     AOE shares and                                          ordinary AOE shares being
respect of the “N” ordinary     3,988,251 votes being                                   voted
AOE shares)                     cast in respect of the
                                “N” ordinary AOE
                                shares)

Ordinary Resolution 2.1 : Re-election of CEA Radowsky as director

For                             Against                       Abstentions                Actual shares voted*

146,024,669 votes, being        59,454,984 votes, being       86,090 shares, with 999    5,678,280 shares, being
71.07% (145,320,000 votes       28.93% (55,485,400 votes      ordinary AOE shares        49.86%, with 1,004,027
being cast in respect of the    being cast in respect of      being abstained and        ordinary AOE shares being
ordinary AOE shares and         the ordinary AOE shares       85,091 “N” ordinary AOE    voted and 4,674,253 “N”
704,669 votes being cast in     and 3,969,584 votes           shares being abstained,    ordinary AOE shares being
respect of the “N” ordinary     being cast in respect of      being 0.08% of the         voted
AOE shares)                     the “N” ordinary AOE          ordinary AOE shares and
                                shares)                       0.84% of the “N”
                                                              ordinary AOE shares
                                                              respectively

Ordinary Resolution 2.2 : Re-election of PE Shub as director

For                              Against                        Abstentions                Actual shares voted*

146,024,669 votes, being         59,454,984 votes, being        86,090 shares, with 999    5,678,280 shares, being
71.07% (145,320,000 votes        28.93% (55,485,400 votes       ordinary AOE shares        49.86%, with 1,004,027
being cast in respect of the     being cast in respect of       being abstained and        ordinary AOE shares being
ordinary AOE shares and          the ordinary AOE shares        85,091 “N” ordinary AOE    voted and 4,674,253 “N”
704,669 votes being cast in      and 3,969,584 votes            shares being abstained,    ordinary AOE shares being
respect of the “N” ordinary      being cast in respect of       being 0.08% of the         voted
AOE shares)                      the “N” ordinary AOE           ordinary AOE shares and
                                 shares)                        0.84% of the “N”
                                                                ordinary AOE shares
                                                                respectively

Ordinary Resolution 2.3 : Re-election of RV Orlin as director

For                              Against                        Abstentions                Actual shares voted*

146,024,669 votes, being         59,739,875 votes, being        None                       5,764,370 shares, being
70.97% (145,320,000 votes        29.03% (55,685,200 votes                                  50.62%, with 1,005,026
being cast in respect of the     being cast in respect of                                  ordinary AOE shares being
ordinary AOE shares and          the ordinary AOE shares                                   voted and 4,759,344 “N”
704,669 votes being cast in      and 4,054,675 votes                                       ordinary AOE shares being
respect of the “N” ordinary      being cast in respect of                                  voted
AOE shares)                      the “N” ordinary AOE
                                 shares)


Ordinary Resolution 3 : Election of M Segal as director

For                              Against                        Abstentions                Actual shares voted*

146,024,669 votes, being         59,739,875 votes, being        None                       5,764,370 shares, being
70.97% (145,320,000 votes        29.03% (55,685,200 votes                                  50.62%, with 1,005,026
being cast in respect of the     being cast in respect of                                  ordinary AOE shares being
ordinary AOE shares and          the ordinary AOE shares                                   voted and 4,759,344 “N”
704,669 votes being cast in      and 4,054,675 votes                                       ordinary AOE shares being
respect of the “N” ordinary      being cast in respect of                                  voted
AOE shares)                      the “N” ordinary AOE
                                 shares)


Ordinary Resolution 4 : Election of ML Krawitz as an alternative director to PE Shub

For                              Against                        Abstentions                Actual shares voted*

146,024,669 votes, being         59,454,984 votes, being        86,090 shares, with 999    5,678,280 shares, being
71.07% (145,320,000 votes        28.93% (55,485,400 votes       ordinary AOE shares        49.86%, with 1,004,027
being cast in respect of the     being cast in respect of       being abstained and        ordinary AOE shares being
ordinary AOE shares and          the ordinary AOE shares        85,091 “N” ordinary AOE    voted and 4,674,253 “N”
704,669 votes being cast in      and 3,969,584 votes            shares being abstained,    ordinary AOE shares being
respect of the “N” ordinary      being cast in respect of       being 0.08% of the         voted
AOE shares)                      the “N” ordinary AOE           ordinary AOE shares and
                                 shares)                        0.84% of the “N”
                                                                ordinary AOE shares
                                                                respectively


Ordinary Resolution 5.1 : Election of PM Naylor as a member of the audit committee

For                             Against                     Abstentions                  Actual shares voted*

146,024,669 votes, being        59,739,875 votes, being     None                         5,764,370 shares, being
70.97% (145,320,000 votes       29.03% (55,685,200 votes                                 50.62%, with 1,005,026
being cast in respect of the    being cast in respect of                                 ordinary AOE shares being
ordinary AOE shares and         the ordinary AOE shares                                  voted and 4,759,344 “N”
704,669 votes being cast in     and 4,054,675 votes                                      ordinary AOE shares being
respect of the “N” ordinary     being cast in respect of                                 voted
AOE shares)                     the “N” ordinary AOE
                                shares)


Ordinary Resolution 5.2 : Election of RV Orlin as a member of the audit committee

For                             Against                     Abstentions                  Actual shares voted*

146,024,669 votes, being        59,739,875 votes, being     None                         5,764,370 shares, being
70.97% (145,320,000 votes       29.03% (55,685,200 votes                                 50.62%, with 1,005,026
being cast in respect of the    being cast in respect of                                 ordinary AOE shares being
ordinary AOE shares and         the ordinary AOE shares                                  voted and 4,759,344 “N”
704,669 votes being cast in     and 4,054,675 votes                                      ordinary AOE shares being
respect of the “N” ordinary     being cast in respect of                                 voted
AOE shares)                     the “N” ordinary AOE
                                shares)

Ordinary Resolution 5.3 : Re-election of M Segal as a member of the audit committee

For                             Against                     Abstentions                  Actual shares voted*

146,024,669 votes, being        59,739,875 votes, being     None                         5,764,370 shares, being
70.97% (145,320,000 votes       29.03% (55,685,200 votes                                 50.62%, with 1,005,026
being cast in respect of the    being cast in respect of                                 ordinary AOE shares being
ordinary AOE shares and         the ordinary AOE shares                                  voted and 4,759,344 “N”
704,669 votes being cast in     and 4,054,675 votes                                      ordinary AOE shares being
respect of the “N” ordinary     being cast in respect of                                 voted
AOE shares)                     the “N” ordinary AOE
                                shares)


Ordinary Resolution 6.1 : Election of PM Naylor as a member of the social and ethics committee

For                             Against                     Abstentions                  Actual shares voted*

146,024,669 votes, being        59,739,875 votes, being     None                         5,764,370 shares, being
70.97% (145,320,000 votes       29.03% (55,685,200 votes                                 50.62%, with 1,005,026
being cast in respect of the    being cast in respect of                                 ordinary AOE shares being
ordinary AOE shares and         the ordinary AOE shares                                  voted and 4,759,344 “N”
704,669 votes being cast in     and 4,054,675 votes                                      ordinary AOE shares being
respect of the “N” ordinary     being cast in respect of                                 voted
AOE shares)                     the “N” ordinary AOE
                                shares)


Ordinary Resolution 6.2 : Election of CEA Radowsky as a member of the social and ethics committee

For                             Against                      Abstentions                 Actual shares voted*
 
146,024,669 votes, being        59,739,875 votes, being      None                        5,764,370 shares, being
70.97% (145,320,000 votes       29.03% (55,685,200 votes                                 50.62%, with 1,005,026
being cast in respect of the    being cast in respect of                                 ordinary AOE shares being
ordinary AOE shares and         the ordinary AOE shares                                  voted and 4,759,344 “N”
704,669 votes being cast in     and 4,054,675 votes                                      ordinary AOE shares being
respect of the “N” ordinary     being cast in respect of                                 voted
AOE shares)                     the “N” ordinary AOE
                                shares)


Ordinary Resolution 6.3 : Election of DS Johnson as a member of the social and ethics committee

For                             Against                      Abstentions                 Actual shares voted*

146,024,669 votes, being        59,739,875 votes, being      None                        5,764,370 shares, being
70.97% (145,320,000 votes       29.03% (55,685,200 votes                                 50.62%, with 1,005,026
being cast in respect of the    being cast in respect of                                 ordinary AOE shares being
ordinary AOE shares and         the ordinary AOE shares                                  voted and 4,759,344 “N”
704,669 votes being cast in     and 4,054,675 votes                                      ordinary AOE shares being
respect of the “N” ordinary     being cast in respect of                                 voted
AOE shares)                     the “N” ordinary AOE
                                shares)


Ordinary Resolution 7: Re-appointment of auditors

For                             Against                      Abstentions                 Actual shares voted*

146,702,560 votes, being        59,061,984 votes, being      None                        5,764,370 shares, being
71.30% (145,899,800 votes       28.70% (55,105,400 votes                                 50.62%, with 1,005,026
being cast in respect of the    being cast in respect of                                 ordinary AOE shares being
ordinary AOE shares and         the ordinary AOE shares                                  voted and 4,759,344 “N”
802,760 votes being cast in     and 3,956,584 votes                                      ordinary AOE shares being
respect of the “N” ordinary     being cast in respect of                                 voted
AOE shares)                     the “N” ordinary AOE
                                shares)


Ordinary Resolution 8: Non-binding advisory vote on remuneration policy

For                             Against                      Abstentions                 Actual shares voted*

146,024,669 votes, being        59,739,875 votes, being      None                        5,764,370 shares, being
70.97% (145,320,000 votes       29.03% (55,685,200 votes                                 50.62%, with 1,005,026
being cast in respect of the    being cast in respect of                                 ordinary AOE shares being
ordinary AOE shares and         the ordinary AOE shares                                  voted and 4,759,344 “N”
704,669 votes being cast in     and 4,054,675 votes                                      ordinary AOE shares being
respect of the “N” ordinary     being cast in respect of                                 voted
AOE shares)                     the “N” ordinary AOE
                                shares)


Ordinary Resolution 9: Signature of documents

For                              Against                      Abstentions               Actual shares voted*

146,731,497 votes, being         59,033,047 votes, being      None                      5,764,370 shares, being
71.31% (145,899,800 votes        28.69% (55,105,400 votes                               50.62%, with 1,005,026
being cast in respect of the     being cast in respect of                               ordinary AOE shares being
ordinary AOE shares and          the ordinary AOE shares                                voted and 4,759,344 “N”
831,697 votes being cast in      and 3,927,647 votes                                    ordinary AOE shares being
respect of the “N” ordinary      being cast in respect of                               voted
AOE shares)                      the “N” ordinary AOE
                                  shares)


Special Resolution 1: General authority to acquire shares

For                              Against                      Abstentions              Actual shares voted*

148,500,030 votes, being         57,264,514 votes, being      None                     5,764,370 shares, being
72.17% (147,700,000 votes        27.83% (53,305,200 votes                              50.62%, with 1,005,026
being cast in respect of the     being cast in respect of                              ordinary AOE shares being
ordinary AOE shares and          the ordinary AOE shares                               voted and 4,759,344 “N”
800,030 votes being cast in      and 3,959,314 votes being                             ordinary AOE shares being
respect of the “N” ordinary      cast in respect of the “N”                            voted
AOE shares)                      ordinary AOE shares)

*shares excluding abstentions


18 November 2014


Sponsor
Java Capital

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