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AVI LIMITED - Results of annual general meeting

Release Date: 03/11/2016 15:10
Code(s): AVI     PDF:  
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Results of annual general meeting

AVI Limited
Registration Number 1944/017201/06
Share Code: AVI
ISIN: ZAE000049433
(“AVI”)

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the Annual General Meeting (“AGM”) of AVI held at 11h00 on
Thursday, 3 November 2016 were as follows:


Resolution                   Resolution                  Number of     Percentage      For***      Against***      Abstained*
                                                          shares       of shares in
    Number                                                                                %            %               %
                                                           voted          issue*
                                                                            %

1            Ordinary resolution                         262,669,448   79.33          99.99864    0.00136         0.29657
             Approval of annual financial statements

2            Ordinary resolution                         262,876,796   79.39          99.91999    0.08001         0.23395
             Re-appointment of KPMG Inc. as the
             external auditors

3            Ordinary resolution                         262,874,793   79.39          99.96983    0.03017         0.23455
             Re-election of NP Dongwana as a director

4            Ordinary resolution                         262,871,338   79.39          80.99613    19.00387        0.23559
             Re-election of JR Hersov as a director

5            Ordinary resolution                         262,871,888   79.39          99.96962    0.03038         0.23543
             Re-election of RJD Inskip as a director

6            Ordinary resolution                         261,240,327   78.89          99.96890    0.03110         0.72816
             Re-election of M Koursaris as a director

7            Ordinary resolution                         262,873,257   79.39          99.96902    0.03098         0.23502
             Appointment of MJ Bosman as a member
             and Chairman of the Audit and Risk
             Committee

8            Ordinary resolution                         262,872,574   79.39          99.97043    0.02957         0.23522
             Appointment of NP Dongwana as a
             member of the Audit and Risk Committee

9            Ordinary resolution                         262,869,651   79.39          78.15080    21.84920        0.23610
             Appointment of JR Hersov as a member
             of the Audit and Risk Committee

10           Special resolution                          261,233,676   78.89          99.99050    0.00950         0.73017
             Increase in fees payable to non-executive
             directors, excluding the Chairman of the
             Board and foreign non-executive director
11   Special resolution                            260,860,981   78.78     99.80923   0.19077   0.84272
     Increase in fees payable to the Chairman
     of the Board

12   Special resolution                            262,487,878   79.27     99.90543   0.09457   0.35140
     Increase in fees payable to the foreign
     non-executive director

13   Special resolution                            262,863,147   79.38     99.99334   0.00666   0.23807
     Increase in fees payable to members of
     the Remuneration, Nomination and
     Appointments Committee

14   Special resolution                            262,865,172   79.39     99.99308   0.00692   0.23746
     Increase in fees payable to members of
     the Audit and Risk Committee

15   Special resolution                            261,232,669   78.89     99.99310   0.00690   0.73047
     Increase in fees payable to members of
     the Social and Ethics Committee

16   Special resolution                            262,502,369   79.28     99.90354   0.09646   0.34702
     Increase in fees payable to the Chairman
     of the Remuneration, Nomination and
     Appointments Committee

17   Special resolution                            262,874,265   79.39     99.98982   0.01018   0.23471
     Increase in fees payable to the Chairman
     of the Audit and Risk Committee

18   Special resolution                            262,871,852   79.39     99.99083   0.00917   0.23544
     Increase in fees payable to the Chairman
     of the Social and Ethics Committee

19   Special resolution                            256,063,951   78.96**   99.99237   0.00763   0.23219**
     General authority to buy-back shares

20   Special resolution                            262,865,231   79.39     99.85055   0.14945   0.23744
     Authority to provide financial assistance

21   Ordinary resolution                           256,061,451   78.96**   95.40805   4.59195   0.23296**
     Adoption of the AVI Limited Deferred
     Bonus Share Plan

22   Ordinary resolution                           256,061,451   78.96**   97.16773   2.83227   0.23296**
     Placing 5 213 369 ordinary shares , in the
     authorised but unissued share capital of
     the Company, under the control of the
     directors to allot and issue such shares in
     terms of the Revised AVI Limited
     Executive Share Incentive Scheme
23          Ordinary resolution                           253,092,839   78.04**        94.88996      5.11004        1.14838**
            Adoption of the Revised AVI Limited
            Executive Share Incentive Scheme

24          Ordinary resolution                           256,061,451   78.96**        97.11878      2.88122        0.23296**
            Placing 5 213 369 ordinary shares, in the
            authorised but unissued share capital of
            the Company, under the control of the
            directors to allot and issue such shares in
            terms of the Revised AVI Limited
            Executive Share Incentive Scheme

25          Ordinary resolution                           256,061,451   78.96**        97.16773      2.83227        0.23296**
            Placing 6 915 158 ordinary shares, in the
            authorised but unissued share capital of
            the Company, under the control of the
            directors to allot and issue such shares in
            terms of the AVI Limited Out-
            Performance Scheme

26          Ordinary Resolution                           259,892,315   78.49          97.27665      2.72335        1.13526
            Non-binding advisory vote to endorse the
            remuneration policy



*Based on 331 126 263 shares (excludes 17 234 352 treasury shares) in issue at the date of the AGM.
**Based on 324 291 735 shares (excludes 17 234 352 treasury shares and 6 834 528 share scheme shares) in issue at the
date of the AGM.
***In relation to the total number of shares voted at the AGM.

Based on the above results, all resolutions were passed by the requisite majority of AVI shareholders present in person or
represented by proxy at the AGM.

Illovo
Sandton
3 November 2016


Sponsor
The Standard Bank of South Africa Limited

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