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Results of the Annual General Meeting of Altron held on 20 July 2015
Allied Electronics Corporation Limited
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share code: AEL ISIN: ZAE000191342
Share code: AEN ISIN: ZAE000191359
(“Altron” or “the company”)
RESULTS OF THE ANNUAL GENERAL MEETING OF ALTRON HELD ON 20 JULY 2015
Altron shareholders are advised that the results of the business conducted at the annual
general meeting held on Monday, 20 July 2015 at 09h30 in The Altron Boardroom,
5 Winchester Road, Parktown, Johannesburg and by electronic communication 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 2015 were
presented.
2. ORDINARY RESOLUTIONS NUMBERS 1.1 TO 1.11:RE-ELECTION OF
DIRECTORS
In terms of articles 25.6.1 and 25.17 of the company’s memorandum of incorporation,
Messrs RJ Abraham, NJ Adami, MC Berzack, GG Gelink, MJ Leeming, JRD Modise,
AMR Smith, SN Susman and Drs PM Maduna and WP Venter, as well as Ms DNM
Mokhobo retired from the board and were re-elected by separate resolutions and each
by way of a series of votes, for a further term of office.
Re-Election of Directors For % Against % Abstain
RJ Abraham 88 008 755 99.99 710 0.01 30 351
NJ Adami 88 028 556 99.99 710 0.01 10 550
MC Berzack 87 467 398 99.36 561 868 0.64 10 550
GG Gelink 88 028 556 99.99 710 0.01 10 550
MJ Leeming 85 617 070 97.26 2 412 196 2.74 10 550
PM Maduna 87 566 275 99.47 462 991 0.53 10 550
JRD Modise 87 546 474 99.45 482 792 0.55 10 550
DNM Mokhobo 88 008 755 99.98 20 511 0.02 10 550
AMR Smith 86 486 734 98.25 1 542 532 1.75 10 550
SN Susman 88 028 556 99.99 710 0.01 10 550
WP Venter 84 717 052 97.60 2 086 027 2.40 1 236 737
3. ORDINARY RESOLUTION NUMBER 2: 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.
88 919 655 99.99 710 0.01 10 661
4. ORDINARY RESOLUTIONS NUMBERS 3.1 TO 3.4: 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 NJ Adami 88 919 655 99.99 710 0.01 10 661
Mr GG Gelink 88 919 655 99.99 710 0.01 10 661
Mr MJ Leeming 86 480 045 97.26 2 440 319 2.74 10 661
Mr JRD Modise 88 457 374 99.48 462 991 0.52 10 661
5. ORDINARY RESOLUTION NUMBER 4: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
83 023 555 93.37 5 896 810 6.63 10 661
6. ORDINARY RESOLUTION NUMBER 5: GENERAL AUTHORITY TO DIRECTORS
TO ALLOT AND ISSUE AUTHORISED BUT UNISSUED A ORDINARY AND N
ORDINARY SHARES
The general authority granted to the directors of the company to allot and issue the
unissued A ordinary and/or N ordinary 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 For % Against % Abstain
Directors to Allot and
Issue Authorised but
Unissued A Ordinary
and N Ordinary Shares
84 120 561 95.56 3 908 705 4.44 10 550
7. ORDINARY RESOLUTION NUMBER 6: 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 A ordinary and/or N ordinary 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 For % Against % Abstain
Allot and Issue Shares
for Cash
77 826 851 88.41 10 202 415 11.59 10 550
8. ORDINARY RESOLUTION NUMBER 7: AMENDMENTS TO THE RULES OF THE
ALTRON 2009 SHARE PLAN
In accordance with the JSE Listings Requirements, the resolution authorising the
board of the company to amend the rules of The Altron 2009 Share Plan to align the
same with the provisions of the new Companies Act and to reserve an additional 9
million Altron N ordinary shares for utilisation by the share plan in the future, was
approved.
Amendments to the For % Against % Abstain
Rules of The Altron
2009 Share Plan
82 741 863 93.05 6 178 502 6.95 10 661
9. SPECIAL RESOLUTION NUMBER 1: GENERAL AUTHORITY TO ACQUIRE
(REPURCHASE) ALTRON N ORDINARY SHARES
The general authority granted to the company and any of its subsidiaries to acquire
Altron N ordinary 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 For % Against % Abstain
Acquire Altron N
Ordinary Shares
88 448 836 99.47 471 529 0.53 10 661
10. 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 2015, was approved.
Non-Executive For % Against % Abstain
Chairman’s
Remuneration
82 118 596 95.03 4 297 501 4.97 1 623 719
11. 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 2015, was approved.
Lead Independent For % Against % Abstain
Director’s
Remuneration
87 641 574 99.56 387 692 0.44 10 550
12. 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 2015, was approved.
Non-Executive For % Against % Abstain
Directors’
Remuneration
88 028 556 99.99 710 0.01 10 550
13. 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 statutory and board committees of the company
with effect from 1 September 2015, was approved.
Statutory and Board For % Against % Abstain
Committee
Remuneration
87 641 574 99.56 387 692 0.44 10 550
14. 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 2015, was approved.
Remuneration For Ad- For % Against % Abstain
Hoc Board Meetings
88 028 556 99.99 710 0.01 10 550
15. 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
88 524 135 99.55 396 230 0.45 10 661
16. SPECIAL RESOLUTION NUMBER 8: AMENDMENTS TO MEMORANDUM OF
INCORPORATION
The resolution amending Altron’s memorandum of incorporation to align with the
revised JSE Listings Requirements, with effect from the date of filing of the required
notice of amendment with the Companies and Intellectual Property Commission, was
approved.
Amendments to For % Against % Abstain
Memorandum of
Incorporation
88 524 135 99.99 9 248 0.01 397 643
Accordingly all the resolutions as set out in the notice of annual general meeting were
passed by the requisite majority of votes.
The special resolutions will, to the extent necessary, be filed and registered with the
Companies and Intellectual Property Commission.
Johannesburg
20 July 2015
Sponsor: Investec Bank Limited
Date: 20/07/2015 03:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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