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Changes to the Board and Results of the Annual General Meeting
AfroCentric Investment Corporation Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1988/000570/06)
JSE Code: ACT ISIN: ZAE000078416
(“AfroCentric” or “the Company”)
CHANGES TO THE BOARD AND RESULTS OF THE ANNUAL GENERAL MEETING
CHANGES TO THE BOARD
In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, shareholders are advised that:
- Mr Garth Napier has resigned as an independent non-executive director, member of the Audit and Risk Committee
and member of the Social and Ethics Committee with effect from 1 November 2016; and
- Dr Brigalia Bam has resigned as an independent non-executive director and member of the Social and Ethics
Committee with effect from 1 November 2016.
The Board of AfroCentric (“Board”) thanks Mr Napier and Dr Bam for their contribution to the Company and wishes them
well in their future endeavours.
The Board is in the process of appointing new members and shareholders will be updated as soon as new Board
members are appointed.
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting held on Tuesday, 1 November 2016 (“AGM”), all resolutions
as set out in the notice of the AGM which was incorporated in the 2016 Integrated Annual Report and distributed to
shareholders on 3 October 2016, with the exception of ordinary resolution numbers 2.1, 2.2, 2.3 and 3.2, (see notes 1
and 2 below), were duly approved by the requisite majority of shareholders.
Shareholders are advised that:
- the total number of shares in issue as at the date of the AGM was 554 377 328;
- the total number of shares that were present in person/represented by proxy at the AGM was 372 218 130 shares
being 67% of the total number of shares in issue; and
- there were no abstentions.
Details of the results of the voting are as follows:
Shares voted Shares voted
Resolution for against
Ordinary resolution number 1:
Election of directors
1.1 Mr AV Van Buuren 326 436 907 45 781 223
87.70% 12.30%
1.2 Mr A Banderker 357 438 354 14 779 776
96.03% 3.97%
1.3 Mr IM Kirk 357 438 354 14 779 776
96.03% 3.97%
1.4 Dr ND Munisi 357 438 354 14 779 776
96.03% 3.97%
Ordinary resolution number 2:
Retirement and re-election of directors
2.1 Mr JG Appelgryn 28 159 255 344 058 875
7.57% 92.43%
See note 1
2.2 Mr GL Napier See note 2
2.3 Dr NB Bam See note 2
Ordinary resolution number 3:
Appointment of chairperson and members of the audit committee
3.1 Ms LL Dhlamini (Chairperson) 372 218 130 -
100.00% -
3.2 Mr GL Napier See note 2
3.3 Mr A Banderker 357 438 354 14 779 776
96.03% 3.97%
Ordinary resolution number 4:
Re-appointment of independent external auditor and designated audit partner 372 218 130 -
100.00% -
Ordinary resolution number 5:
General authority to issue shares for cash 310 980 862 61 237 268
83.55% 16.45%
Ordinary resolution number 6:
Approval of the remuneration policy 369 542 300 2 675 830
99.28% 0.72%
Ordinary resolution number 7:
Authority of directors and/or company secretary 372 218 130 -
100.00% -
Special resolution number 1:
Approval of non-executive directors’ fees 357 438 354 14 779 776
96.03% 3.97%
Special resolution number 2:
General authority to repurchase shares 341 216 683 31 001 447
91.67% 8.33%
Special resolution number 3:
Financial assistance to a related or inter-related company or companies 341 216 683 31 001 447
91.67% 8.33%
Special resolution number 4:
Financial assistance for subscription of shares to related or inter-related 341 216 683 31 001 447
companies 91.67% 8.33%
Special resolution number 5:
Amendment of the Memorandum of Incorporation 372 218 130 -
100.00% -
Note 1: Given the result of ordinary resolution number 2.1, Mr JG Appelgryn has ceased to serve as a non-executive
director of the Company with effect from 1 November 2016.
Note 2: These ordinary resolutions were withdrawn due to the resignations of Mr Napier and Dr Bam prior to the AGM.
Johannesburg
2 November 2016
Sponsor
Sasfin Capital (a division of Sasfin Bank Limited)
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