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Results of the Annual General Meeting of Altron held on 18 July 2016
Allied Electronics Corporation Limited
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share code: AEL ISIN: ZAE000191342
Share code: AEN ISIN: ZAE000191359
(“Altron” or “the company”)
RESULTS OF THE ANNUAL GENERAL MEETING OF ALTRON HELD ON 18 JULY 2016
Altron shareholders are advised that the results of the business conducted at the annual
general meeting held on Monday, 18 July 2016 at 09h30 in The Altron Boardroom,
5 Winchester Road, Parktown, Johannesburg are as follows.
1. ANNUAL FINANCIAL STATEMENTS
The annual financial statements of the company, incorporating the external auditor,
audit committee and directors’ reports for the year ended 29 February 2016 were
presented.
2. ORDINARY RESOLUTIONS NUMBERS 1.1 TO 1.5: RE-ELECTION OF DIRECTORS
In terms of articles 25.6.1 and 25.17 of the company’s memorandum of incorporation,
Mr MC Berzack, Mr MJ Leeming, Dr PM Maduna, Mr JRD Modise and Dr WP Venter,
retired from the board and were re-elected by separate resolutions and each by way of
a series of votes, for a further term of office.
Re-Election of
For % Against % Abstain
Directors
MC Berzack 91 352 469 100.00 0 0.00 749 977
MJ Leeming 86 141 380 99.13 759 325 0.87 5 201 741
PM Maduna 91 352 469 99.22 722 483 0.78 27 494
JRD Modise 83 320 005 96.68 2 858 217 3.32 5 924 224
WP Venter 84 853 143 99.84 138 530 0.16 7 110 773
3. ORDINARY RESOLUTION NUMBER 2: RE-APPOINTMENT OF EXTERNAL
AUDITOR
KPMG Inc., upon the recommendation of the Altron audit committee, was re-appointed
as the independent registered auditor of the company until the conclusion of the next
annual general meeting with Mr G Stanier as the designated auditor.
Re-Appointment of For % Against % Abstain
KPMG Inc.
91 343 093 99.96 36 842 0.04 722 511
4. ORDINARY RESOLUTIONS NUMBERS 3.2 TO 3.4: ELECTION OF AUDIT
COMMITTEE MEMBERS
Messrs GG Gelink, MJ Leeming and JRD Modise, all being independent non-executive
directors of the company, were each elected by way of separate resolutions and each
by way of a series of votes as members of the Altron audit committee, with effect from
the end of this annual general meeting.
Election of Audit For % Against % Abstain
Committee Members
Mr GG Gelink 91 379 726 100.00 210 0.00 722 511
Mr MJ Leeming 86 141 380 99.13 759 325 0.87 5 201 741
Mr JRD Modise 85 158 551 98.82 1 019 671 1.18 5 924 224
5. ORDINARY RESOLUTION NUMBER 4:ENDORSEMENT OF ALTRON
REMUNERATION POLICY
The company’s remuneration policy (excluding the remuneration of the non-executive
directors and the members of statutory and board committees, for their services as
directors and members of committees) as set out in Altron’s 2016 annual statutory
report was endorsed by shareholders by way of a non-binding advisory vote.
Altron Remuneration For % Against % Abstain
Policy
79 748 142 87.27 11 631 794 12.73 722 511
6. ORDINARY RESOLUTION NUMBER 5: GENERAL AUTHORITY TO DIRECTORS
TO ALLOT AND ISSUE AUTHORISED BUT UNISSUED A ORDINARY AND N
ORDINARY SHARES
The general authority granted to the directors of the company to allot and issue the
unissued A ordinary and / or N ordinary shares of the company, as required by and
subject to Altron’s memorandum of incorporation, the requirements of the Companies
Act of 2008, as amended and the JSE Listings Requirements, was approved.
General Authority to For % Against % Abstain
Directors to Allot and
Issue Authorised but
Unissued A Ordinary
and N Ordinary Shares
78 397 247 85.79 12 982 689 14.21 722 511
7. ORDINARY RESOLUTION NUMBER 6: GENERAL AUTHORITY TO ALLOT AND
ISSUE SHARES FOR CASH
The general authority granted to the directors of the company for the allotment and
issue of 5 283 457 A ordinary and / or 13 117 079 N ordinary shares in the capital of
the company for cash as and when suitable situations arise and as per the JSE
Listings Requirements, was approved.
General Authority to For % Against % Abstain
Allot and Issue Shares
for Cash
78 397 247 85.79 12 982 689 14.21 722 511
8. SPECIAL RESOLUTION NUMBER 1: REMUNERATION OF NON-EXECUTIVE
CHAIRMAN
The remuneration payable to Altron’s non-executive chairman, Dr WP Venter, for his
services as a director and chairman of the company and various subsidiaries with
effect from 1 September 2016, was approved.
Non-Executive For % Against % Abstain
Chairman’s
Remuneration
88 299 908 97.93 1 866 012 2.07 1 936 526
9. SPECIAL RESOLUTION NUMBER 2: REMUNERATION OF LEAD INDEPENDENT
DIRECTOR
The remuneration payable to Altron’s lead independent director, Mr MJ Leeming, for
his services as the lead independent director of the company with effect from
1 September 2016, was approved.
Lead Independent For % Against % Abstain
Director’s
Remuneration
91 352 469 99.97 27 466 0.03 722 511
10. SPECIAL RESOLUTION NUMBER 3: REMUNERATION OF NON-EXECUTIVE
DIRECTORS
The remuneration payable to Altron’s non-executive directors for their services as non-
executive directors of the company with effect from 1 September 2016, was approved.
Non-Executive For % Against % Abstain
Directors’
Remuneration
91 352 469 99.97 27 466 0.03 722 511
11. SPECIAL RESOLUTION NUMBER 4: REMUNERATION PAYABLE TO NON-
EXECUTIVE DIRECTORS PARTICIPATING IN STATUTORY AND BOARD
COMMITTEES
The remuneration payable to Altron’s non-executive directors for their services as non-
executive directors participating in the statutory and board committees of the company
with effect from 1 September 2016, was approved.
Statutory and Board For % Against % Abstain
Committee
Remuneration
90 787 097 99.35 592 839 0.65 722 511
12. SPECIAL RESOLUTION NUMBER 5: REMUNERATION PAYABLE TO NON-
EXECUTIVE DIRECTORS FOR PARTICIPATING IN SPECIAL / UNSCHEDULED
BOARD MEETINGS AND AD-HOC STRATEGIC PLANNING SESSIONS
The remuneration payable to Altron’s non-executive directors for their services as non-
executive directors participating in special / unscheduled board meetings and ad hoc
strategic planning sessions of the board with effect from 1 September 2016, was
approved.
Remuneration For Ad- For % Against % Abstain
Hoc Board Meetings
91 348 969 99.97 30 966 0.03 722 511
13. SPECIAL RESOLUTION NUMBER 6: FINANCIAL ASSISTANCE TO EMPLOYEE
SHARE SCHEME BENEFICIARIES AND RELATED OR INTER-RELATED
COMPANIES AND CORPORATIONS
The ability of the company to provide direct or indirect financial assistance to employee
share scheme beneficiaries (including directors and prescribed officers) and related or
inter-related companies and corporations, to the extent required by sections 44 and 45
of the Companies Act of 2008 and subject to the JSE Listings Requirements and
Altron’s memorandum of incorporation, was approved.
Financial Assistance For % Against % Abstain
91 379 936 100.00 0 0.00 722 511
Accordingly all the resolutions as set out in the notice of annual general meeting were
passed by the requisite majority of votes.
The special resolutions will, to the extent necessary, be filed and registered with the
Companies and Intellectual Property Commission.
Johannesburg
18 July 2016
Sponsor: Investec Bank Limited
Date: 18/07/2016 01:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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