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Report on proceedings at the annual general meeting
Mr Price Group Limited
Registration number 1933/004418/06
Incorporated in the Republic of South Africa
ISIN: ZAE 000026951
JSE share code: MPC
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the 82nd annual general meeting (“AGM”) of the shareholders of Mr Price Group Limited held today, 1 September 2015, all the ordinary and special resolutions
proposed at the meeting were approved by the requisite majority of votes. In the case of Ordinary Resolution 3, Ernst and Young Inc is the proposed independent
registered auditor however, due to Mrs Oliva relocating from Durban, the prosed designated auditor within Ernst & Young was changed to Vinodhan Pillay. All other
resolutions remain unaltered from the wording presented in the Notice of Annual General Meeting.
In this regard, Mr Price Group Limited confirms the voting statistics from the AGM as follows:
Votes carried disclosed as a Votes for Abstentions
percentage in relation to the Number of and against as a
total number of shares voted at votes cast, as a percentage
the meeting including percentage of issued
abstentions of issued share capital
Resolutions share capital votes
For Against Abstain
Ordinary resolution number 1 - Adoption of the Annual Financial Statements 99.89 0.00 0.11 287,765,950 73.61 0.08
Ordinary resolution numbers 2.1 to 2.3 - Re-election of Directors retiring by
rotation
2.1 Mr MR Johnston 99.09 0.84 0.07 287,765,950 73.64 0.05
2.2 Mrs RM Motanyane 99.93 0.00 0.07 287,765,950 73.64 0.05
2.3 Ms D Naidoo 99.89 0.04 0.07 287,765,950 73.64 0.05
Ordinary resolution number 3 - Re-election of independent auditor 99.93 0.00 0.07 287,765,950 73.64 0.05
Ordinary resolution numbers 4.1 to 4.4 - Election of members of the Audit and
Compliance Committee
4.1 Mr MR Johnston 99.09 0.84 0.07 287,765,950 73.64 0.05
4.2 Ms D Naidoo 99.93 0.00 0.07 287,765,950 73.64 0.05
4.3 Mr MJD Ruck 99.93 0.00 0.07 287,765,950 73.64 0.05
4.4 Mr WJ Swain 99.07 0.86 0.07 287,765,950 73.64 0.05
Ordinary resolution number 5 - Non-binding advisory vote on the Remuneration
83.55 14.04 2.41 287,765,950 71.91 1.78
policy of the Company
Ordinary resolution number 6 - Adoption of the Report of the SETS Committee 99.89 0.00 0.11 287,765,950 73.61 0.08
Ordinary resolution number 7 - Signature of documents 99.93 0.00 0.07 287,765,950 73.64 0.05
Ordinary resolution number 8 - Control of authorised but unissued shares 98.32 1.61 0.07 287,765,950 73.64 0.05
Special resolution numbers 1.1 to 1.11 - Non-executive Director remuneration:
1.1 Independent non-executive Chairman of the Company - R1 250 000 99.41 0.13 0.45 287,765,950 73.35 0.34
1.2 Honorary Chairman of the company - R625 000 98.96 0.58 0.45 287,765,950 73.35 0.34
1.3 Lead Director of the Company - R370 000 99.40 0.15 0.45 287,765,950 73.35 0.34
1.4 Other Director of the Company - R310 000 99.29 0.26 0.45 287,765,950 73.35 0.34
1.5 Incoming Chairman of the Audit and Compliance Committee - R193 000 99.42 0.13 0.45 287,765,950 73.35 0.34
1.6 Outgoing Chairman of the Audit and Compliance Committee - R155 000 99.42 0.13 0.45 287,765,950 73.35 0.34
1.7 Member of the Audit and Compliance Committee - R114 500 99.42 0.13 0.45 287,765,950 73.35 0.34
1.8 Chairman of the Remuneration and Nominations Committee - R158 000 99.42 0.13 0.45 287,765,950 73.35 0.34
1.9 Member of the Remuneration and Nominations Committee - R82 500 99.42 0.13 0.45 287,765,950 73.35 0.34
1.10 Chairman of the Social, Ethics, Transformation and Sustainability 99.42 0.13 0.45 287,765,950 73.35 0.34
Committee - R126000
1.11 Member of the Social, Ethics, Transformation and Sustainability Committee 99.42 0.13 0.45 287,765,950 73.35 0.34
- R80 000
Special resolution No. 2 – General authority to repurchase shares 98.69 1.23 0.08 276,206,394 70.67 0.06
Special resolution No. 3 – Financial assistance to related or inter-related Company 99.81 0.12 0.07 287,765,950 73.64 0.05
The total issued share capital is 253 183 867 ordinary shares (which carry 1 vote per share) and 11 444 881 B-ordinary shares (which carry 12 votes per share).
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Durban
2 September 2015
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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