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Results of annual general meeting and changes to the board
ROLFES HOLDINGS LIMITED
Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF & ISIN: ZAE000159836
("Rolfes" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD
1. Results of Annual General Meeting
Shareholders are hereby advised that, at the annual general meeting
of shareholders of the Company held today, 6 November 2015 at the
Company’s business office at 404 Roan Crescent, Corporate Business
Park North, Midrand, Gauteng, all the proposed ordinary and special
resolutions, as set out in the notice of annual general meeting
contained in the Integrated Report for the financial year ended 30
June 2015, which was posted to shareholders on 30 September 2015,
were passed by the requisite majority of shareholders present and
voting, in person or by proxy.
Details of the results of voting at the annual general meeting are
as follows:
- Total number of issued ordinary shares: 161 942 800
- Total number of issued ordinary shares net of treasury shares
(“Total Votable Ordinary Shares”): 161 301 468
- Total number of issued ordinary shares which were
present/represented at the annual general meeting: 122 858 761
being 76% of the Total Votable Ordinary Shares.
Ordinary resolution number 1: Election of director – Mr SA Sergel
For (1) Against (1) Abstentions (2) Shares voted (3)
122 785 061, 66 700, being 7 000, being 122 851 761,
being 99.94571% 0.05429% 0.00434% being 76.16283%
Ordinary resolution number 2.1: Re-election of director – Mr BT
Ngcuka
For (1) Against (1) Abstentions (2) Shares voted (3)
119 901 258, 2 950 503, being 7 000, being 122 851 761,
being 97.59832% 2.40168% 0.00434% being 76.16283%
Ordinary resolution number 2.2: Re-election of director – Miss SS
Mafoyane
For (1) Against (1) Abstentions (2) Shares voted (3)
117 188 267, 5 663 494, being 7 000, being 122 851 761,
being 95.38998% 4.61002% 0.00434% being 76.16283%
Ordinary resolution number 3.1: Election of Audit and Risk Committee
member – Dr MM Dyasi
For (1) Against (1) Abstentions (2) Shares voted (3)
122 851 761, 0, being 0% 7 000, being 122 851 761,
being 100% 0.00434% being 76.16283%
Ordinary resolution number 3.2: Election of Audit and Risk Committee
member – Mr DM Mncube
For (1) Against (1) Abstentions (2) Shares voted (3)
122 851 761, 0, being 0% 7 000, being 122 851 761,
being 100% 0.00434% being 76.16283%
Ordinary resolution number 3.3: Election of Audit and Risk Committee
member – Miss SS Mafoyane
For (1) Against (1) Abstentions (2) Shares voted (3)
117 188 267, 5 663 494, being 7 000, being 122 851 761,
being 95.38998% 4.61002% 0.00434% being 76.16283%
Ordinary resolution number 4: Re-appointment of SizweNtsalubaGobodo
Inc. as auditors of the Company
For (1) Against (1) Abstentions (2) Shares voted (3)
112 557 563, 10 294 198, 7 000, being 122 851 761,
being 91.62063% being 8.37937% 0.00434% being 76.16283%
Ordinary resolution number 5: General authority to directors to allot
and issue ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
106 638 403, 16 213 358, 7 000, being 122 851 761,
being 86.80250% being 13.19750% 0.00434% being 76.16283%
Special resolution number 1: Approval of non-executive directors’
remuneration
For (1) Against (1) Abstentions (2) Shares voted (3)
119 967 958, 2 883 803, being 7 000, being 122 851 761,
being 97.65262% 2.34739% 0.00434% being 76.16283%
Special resolution number 2: General authority to issue shares for
cash
For (1) Against (1) Abstentions (2) Shares voted (3)
106 638 403, 16 213 358, 7 000, being 122 851 761,
being 86.80250% being 13.19750% 0.00434% being 76.16283%
Special resolution number 3: General authority to acquire the
Company’s own shares
For (1) Against (1) Abstentions (2) Shares voted (3)
122 851 761, 0, being 0% 7 000, being 122 851 761,
being 100% 0.00434% being 76.16283%
Special resolution number 4.1: Financial assistance approval in
terms of Section 44 of the Companies Act
For (1) Against (1) Abstentions (2) Shares voted (3)
109 673 760, 13 178 001, 7 000, being 122 851 761,
being 89.27325% being 10.72675% 0.00434% being 76.16283%
Special resolution number 4.2: Financial assistance approval in
terms of Section 45 of the Companies Act
For (1) Against (1) Abstentions (2) Shares voted (3)
109 673 760, 13 178 001, 7 000, being 122 851 761,
being 89.27325% being 10.72675% 0.00434% being 76.16283%
Ordinary resolution number 6: Authority to action all ordinary and
special resolutions
For (1) Against (1) Abstentions (2) Shares voted (3)
119 967 958, 2 883 803, being 7 000, being 122 851 761,
being 97.65262% 2.34738% 0.00434% being 76.16283%
Ordinary resolution number 7: Advisory endorsement of remuneration
For (1) Against (1) Abstentions (2) Shares voted (3)
122 736 621, - 122 140, being 122 851 761,
being 100% 0.07572% being 76.16283%
Notes:
(1) The votes carried for and against each individual resolution
are disclosed as a percentage in relation to the total number
of ordinary shares voted (whether in person or by proxy) in
respect of such individual resolution at the annual general
meeting.
(2)The total number of ordinary shares abstained in respect of
each individual resolution (whether in person or by proxy) is
disclosed as a percentage in relation to the Total Votable
Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person
or by proxy) at the annual general meeting in respect of each
individual resolution is disclosed as a percentage in relation
to the Total Votable Ordinary Shares.
2. Changes to the board
Shareholders are hereby advised that KT Nondumo has resigned
from the board of Rolfes with effect from 09 November 2015. The
board of Rolfes would like to thank Karabo for the valuable
contribution that she has made to the Rolfes group.
Shareholders are further advised that MG Mokoka has been
appointed, with effect from 09 November 2015, to the board as
an independent non-executive director and will assume the role
of chairperson of the audit and risk committee.
BACKGROUND OF MS MOKOKA
Ms Mokoka is a qualified Chartered Accountant (CA) SA. Her
career has directed her to be able to offer a diversity of work
experience in strategic & financial management, corporate
finance and deal making environment. This has facilitated and
sharpened her organizational skills, attention to detail and
ability to operate at a strategic level with confidence. She has
a valuable experience in financial knowledge to assist BBBEE
transactions and able to understand business ethics.
Her working career includes, amongst others, employment by one
of the larger South African banks where she was employed as a
dealmaker, providing deal sourcing, financial structuring,
negotiation and execution of leveraged financed type
transactions in the Business Banking area of the Bank.
She has an understanding of Corporate Governance, Public Finance
Management Act and Treasury Regulations, Companies Act and their
implications for public and private entities.
Johannesburg
6 November 2015
Sponsor: Grindrod Bank Limited
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