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TRUWORTHS INTERNATIONAL LIMITED - Results of annual general meeting

Release Date: 03/11/2016 17:30
Code(s): TRU     PDF:  
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Results of annual general meeting

TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE code: TRU; NSX code: TRW
ISIN: ZAE000028296
(“Truworths” or “the company”)

RESULTS OF ANNUAL GENERAL MEETING

Truworths advises that at the annual general meeting (“AGM”) of the company’s
shareholders (“shareholders”) held on Thursday, 3 November 2016, all the ordinary and
special resolutions, as set out in the notice of AGM dated 18 August 2016, were approved by
the requisite majority of shareholders present or represented.

The required special resolutions are not required to be lodged with the Companies and
Intellectual Property Commission.

The Truworths shares in issue eligible to vote at the AGM were 430 657 881 (“voteable
shares”). This number is calculated as the total number of Truworths shares in issue, less
treasury shares as defined in the JSE Limited Listings Requirements.

The number of Truworths shares represented at the AGM either by shareholders personally
present, or through letters of representation and by proxy, was 328 484 638 representing
76.275% of the voteable shares.

Details of the voting on the resolutions are as follows:

Item number 1: To receive and adopt the Annual Financial Statements for the period ended
26 June 2016

    Shares Voted          Shares Abstained            Shares For         Shares Against

    328 141 517                343 121                328 141 517              0

      % Voted                % Abstained                % For              % Against

       76.195                    0.080                   100.000           0.000


Item number 2: To re-elect the retiring directors:

    Mr AJ Taylor

    Shares Voted          Shares Abstained            Shares For         Shares Against

    325 848 038               2 636 600               260 408 905          65 439 133

      % Voted                % Abstained                   % For           % Against

       75.663                    0.612                     79.917            20.083
    

    Mr RG Dow

    Shares Voted       Shares Abstained           Shares For         Shares Against

    325 848 038             2 636 600            260 630 812           65 217 226

      % Voted             % Abstained               % For              % Against

       75.663                 0.612                 79.985               20.015

 
    Mr KI Mampeule

    Shares Voted       Shares Abstained           Shares For         Shares Against

    328 141 517              343 121             327 257 918             883 599

      % Voted             % Abstained               % For              % Against

       76.195                 0.080                 99.731                0.269


To elect Mr DN Dare as an executive director of the company

    Shares Voted       Shares Abstained           Shares For         Shares Against

    328 084 067              400 571             321 339 662            6 744 405

      % Voted             % Abstained               % For              % Against

       76.182                 0.093                 97.944                2.056


Item number 3: To give the directors limited and conditional general authority over the
unissued and repurchased shares

    Shares Voted       Shares Abstained           Shares For         Shares Against

    328 141 517              343 121             302 883 741           25 257 776

      % Voted             % Abstained               % For              % Against

       76.195                 0.080                 92.303                7.697


Item number 4*: To give a limited and conditional general mandate for the company or its
subsidiaries to acquire the company’s shares

    Shares Voted        Shares Abstained          Shares For           Shares Against

    327 711 803              772 835              321 346 573             6 365 230

      % Voted             % Abstained                % For                % Against

       76.096                 0.179                  98.058                 1.942


Item number 5: To re-elect Ernst & Young Inc. as auditor for the period ending 2 July 2017
and to authorise the Audit Committee to agree to the terms and fees

    Shares Voted        Shares Abstained          Shares For           Shares Against

    328 141 517              343 121              319 315 995             8 825 522

      % Voted             % Abstained                % For                % Against

       76.195                 0.080                  97.310                 2.690


Item number 6*: To approve the proposed fees of the non-executive directors for the 12
month period from 1 January 2017 to 31 December 2017

    Shares Voted        Shares Abstained          Shares For           Shares Against

    328 141 517              343 121              328 141 517                 0

      % Voted             % Abstained                % For                % Against

       76.195                 0.080                 100.000                 0.000


Item number 7: To confirm the appointment of the following qualifying independent non-
executive directors to the company’s Audit Committee:

    Mr MA Thompson

    Shares Voted        Shares Abstained          Shares For           Shares Against

    328 141 517              343 121              322 644 664             5 496 853

      % Voted             % Abstained                % For                % Against

       76.195                 0.080                  98.325                 1.675
    

    Mr RG Dow

    Shares Voted       Shares Abstained          Shares For          Shares Against

    328 141 517             343 121              264 528 320            63 613 197

      % Voted             % Abstained               % For               % Against

       76.195                 0.080                80.614                 19.386


    Mr RJA Sparks

    Shares Voted       Shares Abstained          Shares For          Shares Against

    328 141 517             343 121              327 711 803             429 714

      % Voted             % Abstained               % For               % Against

       76.195                 0.080                99.869                  0.131


Item number 8: To approve by way of a non-binding advisory vote the group’s remuneration
policy as set out in the company’s 2016 Integrated Annual Report

    Shares Voted       Shares Abstained          Shares For          Shares Against

    327 720 683             763 955              259 049 009            68 671 674

      % Voted             % Abstained               % For               % Against

       76.098                 0.177                79.046                 20.954


Item number 9: To consider the report of the Social and Ethics Committee for the period
ended 26 June 2016 as set out on the company’s website

    Shares Voted       Shares Abstained          Shares For          Shares Against

    327 859 977             624 661              321 870 779            5 989 198

      % Voted             % Abstained               % For               % Against

       76.130                 0.145                98.173                  1.827


Item number 10: To confirm the appointment of the following qualifying directors to the
company’s Social and Ethics Committee for the period until the next annual general meeting:

    Mr MA Thompson

    Shares Voted        Shares Abstained           Shares For           Shares Against

    328 141 517              343 121              325 540 270              2 601 247

      % Voted              % Abstained                % For                % Against

       76.195                  0.080                 99.207                  0.793


    Dr CT Ndlovu

    Shares Voted        Shares Abstained           Shares For           Shares Against

    328 141 517              343 121              272 469 595             55 671 922

      % Voted              % Abstained                % For                % Against

       76.195                  0.080                 83.034                  16.966


    Mr DB Pfaff

    Shares Voted        Shares Abstained           Shares For           Shares Against

    328 141 517              343 121              326 378 764              1 762 753

      % Voted              % Abstained                % For                % Against

       76.195                  0.080                 99.463                  0.537


Item number 11*: To approve the provision of financial assistance by the company, as
authorised by the board, to group entities in accordance with the Companies Act

    Shares Voted        Shares Abstained           Shares For           Shares Against

    328 140 309              344 329              317 433 855             10 706 454

      % Voted              % Abstained                % For                % Against

       76.195                  0.080                 96.737                  3.263


Notes

* denotes a special resolution

   ?    The percentage of shares voted is calculated by dividing the number of shares
        represented at the AGM (excluding shares abstained) by the voteable shares
   ?    The percentage of shares abstained is calculated in relation to the number of
        voteable shares
   ?    Percentages of shares for and against are calculated in relation to the number of
        shares represented at the AGM, excluding shares abstained


Cape Town
3 November 2016

Sponsor in South Africa
One Capital

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