ARB HOLDINGS LIMITED - Results of annual general meeting and changes to the board

Results of annual general meeting and changes to the board

ARB HOLDINGS LIMITED
Share code: ARH      ISIN: ZAE000109435
Registration number: 1986/002975/06)
(“the company”)

RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD

Results of Annual General Meeting
Shareholders are advised that, at the annual general meeting held
today, 12 November 2015, all the proposed ordinary and special
resolutions 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: 235 000 000
- total number of issued ordinary shares net of treasury shares
(“Total Votable Ordinary Shares”): 235 000 000
-   total   number   of   issued   ordinary   shares    which   were
present/represented at the annual general meeting: 143 370 958 being
61.01% of the Total Votable Ordinary Shares.

Ordinary Resolutions
Ordinary resolution 1: Presentation of annual financial statements
For (1)           Against (1)        Abstentions (2)   Shares voted (3)
143 370 958,      0, being 0%        0, being 0%       143 370 958,
being 100.00%                                          being 61.01%

Ordinary resolution 2: General authority to issue shares for cash
For (1)           Against (1)        Abstentions (2)   Shares voted(3)
140 035 677,      3 335 281, being   0, being 0%       143 370 958,
being 97.6737%    2.3263%                              being 61.01%

Ordinary resolution 3: Placing unissued shares under the control
of the Directors
For (1)           Against (1)        Abstentions (2)   Shares voted (3)
140 035 677,      3 335 281, being   0, being 0%       143 370 958,
being 97.6737%    2.3263%                              being 61.01%

Ordinary resolution 4: Re-election of retiring Director, Alan R
Burke
For (1)           Against (1)        Abstentions (2)   Shares voted (3)
143 370 958,      0, being 0%        0, being 0%       143 370 958,
being 100.00%                                          being 61.01%
Ordinary resolution 5: Election of Audit Committee members
For (1)          Against (1)        Abstentions (2)   Shares voted (3)
143 370 958,     0, being 0%        0, being 0%       143 370 958,
being 100.00%                                         being 61.01%

Ordinary resolution 6: Reappointment of auditors and fixing of
remuneration
For (1)          Against (1)        Abstentions (2)   Shares voted (3)
143 370 958,     0, being 0%        0, being 0%       143 370 958,
being 100.00%                                         being 61.01%

Ordinary resolution 7: Signature of documents
For (1)          Against (1)        Abstentions (2)   Shares voted (3)
143 370 958,     0, being 0%        0, being 0%       143 370 958,
being 100.00%                                         being 61.01%

Ordinary resolution 8: Endorsement of ARB remuneration policy
(non-binding advisory vote)
For (1)          Against (1)        Abstentions (2)   Shares voted (3)
143 370 958,     0, being 0%        0, being 0%       143 370 958,
being 100.00%                                         being 61.01%

Special resolutions
Special resolution 1: General authority to repurchase Company
shares
For (1)          Against (1)        Abstentions (2)   Shares voted (3)
143 370 958,     0, being 0%        0, being 0%       143 370 958,
being 100.00%                                         being 61.01%

Special resolution 2: Non-Executive Directors’ remuneration for
the year ending 30 June 2016
For (1)          Against (1)        Abstentions (2)   Shares voted (3)
143 370 958,     0, being 0%        0, being 0%       143 370 958,
being 100.00%                                         being 61.01%

Special resolution 3: Financial assistance for subscription of
securities
For (1)          Against (1)        Abstentions (2)   Shares voted (3)
138 194 881,     5 176 077, being   0, being 0%       143 370 958,
being 96.3897%   3.6103%                              being 61.01%

Special resolution 4: Financial assistance to related or inter-
related companies and corporations
For (1)          Against (1)        Abstentions (2)   Shares voted (3)
143 370 958,     0, being 0%        0, being 0%       143 370 958,
being 100.00%                                         being 61.01%
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.

The special resolutions will be filed with the Companies and
Intellectual Property Commission in due course.

Changes to the Board
As previously announced on SENS on 20 August 2015 Gerrit (Boel)
Pretorius retired from the Board today 12 November 2015.

Durban
12 November 2015

Sponsor
Grindrod Bank Limited

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