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 Date: 03/11/2016 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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