CLOVER INDUSTRIES LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

Clover Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/030429/06)
Ordinary Share code: CLR ISIN No: ZAE000152377
(“Clover” or “the Company”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At Clover’s 4th (fourth) annual general meeting (“AGM”) of shareholders
held today, 28 November 2014, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of
votes. In this regard, Computershare South Africa Proprietary Limited
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
     128,747,762               182,478,589               70,55%


                               Votes carried
                               disclosed as a          Shares abstained
                               percentage in           disclosed as a
                               relation to the total   percentage in
                               number of shares        relation to the
                               voted at the meeting    total issued share
                                                       capital
                               For        Against
                          Ordinary Resolutions
    Presentation of Annual
1                                 100%         0%             0,02%
    Financial Statements
    Re-election of non-
2   executive director: Mr WI    99,26%      0,74%            0,03%
    Büchner
    Re-election of
3   Independent non-executive     100%         0%             0,03%
    director: Ms B Ngonyama
    Re-election of
4   Independent non-executive    77,55%     22,45%            0,03%
    director: Mr TA Wixley
    Appointment of new non-
5   executive director: PR       93,79%      6,21%            0,03%
    Griffin
    Re-appointment of
6                                 100%         0%             0,03%
    External Auditors: EY Inc
    Election of Audit and
7   Risk Committee member: Dr     100%         0%             0,03%
    SF Booysen
    Election of Audit and
8   Risk Committee member:        100%         0%             0,03%
    Adv. JNS Du Plessis
    Election of Audit and
9                                 100%         0%             0,03%
    Risk Committee member: Ms
     B Ngonyama
     Election of Audit and
10   Risk Committee member: Mr    77,55%      22,45%          0,03%
     TA Wixley
     Approval of the Clover
11                                71,28%      28,72%         10,09%
     Group Remuneration Policy
     Amendments to the
     Restated Clover Share
12                                99,99%        0,01%         0,03%
     Appreciation Rights Plan
     (2010)
                           Special Resolutions
     General authority to
1                                98,43%       1,57%           0,02%
     repurchase shares
     Remuneration of Non-
2                                92,20%       7,80%           0,16%
     executive directors



Johannesburg
28 November 2014

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

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