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SUPER GROUP LIMITED - Results of Annual General Meeting

Release Date: 25/11/2015 16:43
Code(s): SPG     PDF:  
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Results of Annual General Meeting

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
ISIN: ZAE000161832
(“Super Group” or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING

Super Group shareholders are advised that at the annual general meeting of Super Group shareholders
(“Annual General Meeting”) held on Tuesday, 24 November 2015 (in terms of the notice of the Annual
General Meeting distributed to Super Group shareholders on Friday, 16 October 2015), all of the
resolutions tabled were passed by the requisite majority of votes cast by shareholders.

The detailed results of the voting are as follows:

Resolution                                       For       Against     Abstentions    Shares voted
Ordinary resolution 1
Re-election of director
1.1 Mr Valentine Chitalu                                                                  267 375 224
                                                 99,988%      0,012%       0,001%           (79,946%)
Ordinary resolution 2
Election of director
2.1 Ms Mariam Cassim                                                                      267 375 224
                                                 99,988%      0,012%       0,001%           (79,946%)
Ordinary resolution 3                                                                     267 375 224
Reappointment of auditors                        99,988%      0,012%       0,001%           (79,946%)
Ordinary resolution 4
Re-election of the Group Audit
Committee
4.1 Mr David Rose                                                                         267 375 224
                                                 99,988%      0,012%       0,001%           (79,946%)
4.2 Ms Mariam Cassim                                                                      267 375 224
                                                 99,988%      0,012%       0,001%           (79,946%)
4.3 Dr Enos Banda                                                                         267 375 224
                                                 99,988%      0,012%       0,001%           (79,946%)
Ordinary resolution 5
Endorsement of the Super Group                                                            266 191 111
remuneration policy                              95,285%      4,715%       0,340%           (79,592%)
Ordinary resolution 6
General authority to directors to issue                                                   267 375 224
shares for cash                                  85,039%     14,961%       0,001%           (79,946%)
Ordinary resolution 7                                                                     267 375 224
Signing of documents                             100,00%       0,00%       0,001%           (79,946%)
Special resolution 1
Approval of non-executive directors’                                                      267 375 224
fees                                             100,00%       0,00%       0,001%           (79,946%)
Special resolution 2
Financial assistance to related or inter-                                                      267 375 224
related companies                             99,997%           0,003%         0,001%            (79,946%)
Special resolution 3
Financial assistance for subscription of
securities by related or inter-related                                                         267 375 224
entities of the Company                       99,997%           0,003%         0,001%            (79,946%)
Special resolution 4
Acquisition of securities by the                                                               267 325 458
Company and/or its subsidiaries               99,134%           0,866%         0,016%            (79,931%)
Special resolution 5
Conversion of share capital from par                                                           266 776 087
value shares to no par value shares           99,999%           0,001%         0,180%            (79,767%)
Special resolution 6
Increase in the authorised but unissued                                                        267 375 224
share capital                                 99,666%           0,334%         0,001%            (79,946%)
Special resolution 7
Changes to the Memorandum of                                                                   266 984 702
Incorporation                                 99,946%         0,054%%          0,117%            (79,829%)

(1) The total number of issued shares in the capital of Super Group is 349 085 434 and the total votable
    ordinary shares is 334 445 360, i.e. the total number of issued ordinary shares in the capital of Super
    Group net of treasury shares. The total number of issued ordinary shares in the capital of Super Group
    which were present in person or by proxy at the Annual General Meeting was 267 377 629, being
    79,94% of the total votable ordinary shares.
(2) The votes carried for and against each individual resolution are disclosed as a percentage in relation to
    the total number of Super Group ordinary shares voted (whether in person or by proxy) in respect of
    such individual resolution at the Annual General Meeting.
(3) The total number of Super Group 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 of Super Group.
(4) The total number of Super Group 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 of Super Group.
(5) Special resolution 5 regarding the conversion of share capital to shares of no par value will be filed
     with the Companies and Intellectual Property Commission.
(6) Special resolution 6 regarding the changes to the authorised share capital will be filed with the
     Companies and Intellectual Property Commission.
(7) Special resolution 7 regarding the changes to the Company’s Memorandum of Incorporation will be
     filed with the Companies and Intellectual Property Commission.


Sandton
25 November 2015

Sponsor: Deutsche Securities (SA) Proprietary Limited

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