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MR PRICE GROUP LIMITED - Report on proceedings at the annual general meeting

Release Date: 02/09/2015 12:50
Code(s): MPC     PDF:  
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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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