ELB GROUP LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

ELB GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1930/002553/06)
Share code: ELR
ISIN: ZAE000035101
("ELB" or “the Company”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the eighty fourth annual general meeting (“AGM”) of the
shareholders of ELB held today, 27 November 2014, all the ordinary and
special resolutions proposed at the meeting were approved by the
requisite majority of votes. In this regard, ELB confirms the voting
statistics from the AGM as follows:

Shares voted in relation to the total issued share capital:

                        Total issued share         Percentage shares
Number of shares voted
                        capital                    voted
12395011                *35824527                  34,6%
*including treasury shares totaling 7254207 not   entitled to vote


                                  Votes carried disclosed    Shares
                                  as a percentage in         abstained
                                  relation to the total      disclosed as
                                  number of shares voted     a percentage
                                  at the meeting             in relation
                                                             to the total
                                  For             Against    issued share
                                                             capital
Ordinary Resolutions
1.1 Presentation of the annual
    financial statements                100,0%       0,0%        0,0%
     
1.2 Re-appoint KPMG Inc as
     external auditors
     Re-appoint Ms ML Watson as         100,0%       0,0%        0,0%
     individual designated
     auditor
Re-election of directors:
1.3 Mr T de Bruyn (independent
    non-executive)                      100,0%       0,0%        0,0%
1.4 Dr JP Herselman
    (independent non-                    90,9%       9,1%        0,0%
    executive)
1.5 Mr MV Ramollo (executive)            91,1%       8,9%        0,0%
Re-election of members of the
audit and risk committee:
1.6 Mr T de Bruyn (independent
    non-executive)                      100,0%       0,0%        0,0%
     
1.7 Dr JP Herselman
    (independent non-
     executive)                          90,9%       9,1%        0,0%
1.8  Mr IAR Thomson
     (independent non-                  100,0%       0,0%        0,0%
     executive)
1.9 Consideration of
     remuneration policy (non-           98,0%       2,0%        0,0%
     binding vote)

Special Resolutions

2.1 General authority to
     provide financial
     assistance to related and
     inter-related companies             100,0%       0,0%        0,0%
     
2.2 Approval of financial
     assistance in connection
     with acquisition of shares
     or options                          89,3%       10,7%        0,0%
     
2.3 Approval of non-executive
    directors’ remuneration –
    calendar year ending 31
    December 2014                        100,0%        0,0%        0,0%
     
2.4 General authority to
    repurchase shares                     98,4%        1,6%        0,0%
     
2.5 Amendment of Memorandum of
    Incorporation
                                          100,0%        0,0%        0,0%
     
The special resolution/s will, where necessary, be lodged for
registration with the Companies and Intellectual Property Commission
in due course.

BOKSBURG
27 NOVEMBER 2014

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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