ELB GROUP LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

ELB GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1930/002553/06)
Share code: ELR
ISIN: ZAE000035101
("ELB" or "the Company")

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the eighty fifth annual general meeting ("AGM") of the shareholders
of ELB held today, 26 November 2015, all the ordinary and special
resolutions proposed at the meeting were approved by the requisite
majority of votes. In this regard, ELB confirms the voting statistics
from the AGM as follows:

Shares voted in relation to the total issued share capital:

                         Total issued share       Percentage shares
Number of shares voted   capital                  voted
                                    
18639145                 35824527                 52,0%


                                  Votes carried disclosed   Shares
                                  as a percentage in        abstained
                                  relation to the total     disclosed as
                                  number of shares voted    a percentage
                                  at the meeting            in relation
                                                            to the total
                                  For            Against    issued share
                                                            capital
Ordinary Resolutions
1.1 Presentation of the annual
    financial statements          100,0%         0,0%       0,0%
     
1.2 Re-appoint KPMG Inc as
    external auditors
    Re-appoint Ms ML Watson as    100,0%         0,0%       0,0%
    individual designated
    auditor

Re-election of directors:
1.3 Mr PJ Blunden(executive)      99,1%          0,9%       0,0%

1.4 Mr CJ Smith (executive –      
     alternate director)          100,0%         0,0%       0,0%
    
1.5 Mr JC van Zyl (independent
    non-executive)                100,0%         0,0%       0,0%
     
Re-election of members of the
audit and risk committee:
1.6 Mr T de Bruyn (independent
    non-executive)                100,0%         0,0%       0,0%
    
1.7 Dr JP Herselman
    (independent non-             99,1%          0,9%       0,0%
    executive)

1.8 Mr IAR Thomson                
    (independent non-             100,0%         0,0%       0,0%
    executive)

1.9 Consideration of
    remuneration policy (non-     98,8%          1,2%       0,0%
    binding vote)

Special Resolutions
2.1 General authority to
    provide financial 
    assistance to related and     99,1%          0,9%       0,0%                           
    inter-related companies
    
2.2 Approval of financial
    assistance in connection
    with acquisition of shares    98,3%          1,7%       0,0%
    or options 
    
2.3 Approval of non-executive
    directors’ remuneration –
    calendar year ending 31       100,0%         0,0%       0,0%
    December 2015
    
2.4 General authority to
    repurchase shares             100,0%         0,0%       0,0%
     

The special resolution/s will, where necessary, be lodged for
registration with the Companies and Intellectual Property Commission
in due course.

Boksburg
26 November 2015

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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