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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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