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Results of Annual General Meeting and changes to the board
ROLFES HOLDINGS LIMITED
Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF & ISIN: ZAE000159836
("Rolfes" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD
1. Results of Annual General Meeting
Shareholders are hereby advised that, at the annual general meeting
of shareholders of the Company held today, 25 November 2016 at First
Floor, The Oval West, Wanderers Office Park, 52 Corlett Drive,
Illovo, all the proposed ordinary and special resolutions, as set
out in the notice of annual general meeting contained in the
Integrated Report for the financial year ended 30 June 2016, which
was posted to shareholders on 30 September 2016, were passed by the
requisite majority of shareholders present and voting, in person or
by proxy.
Details of the results of voting at the annual general meeting are
as follows:
- Total number of issued ordinary shares: 161 942 800
- Total number of issued ordinary shares net of treasury shares
(“Total Votable Ordinary Shares”): 161 301 468
- Total number of issued ordinary shares which were
present/represented at the annual general meeting: 99 590 901
being 61.74209% of the Total Votable Ordinary Shares.
Ordinary resolution number 1.1: Re-election of director, MS Teke
For (1) Against (1) Abstentions (2) Shares voted (3)
98 971 541, 30 000, being 589 360, being 99 001 541,
being 99.96970% 0.03030% 0.36538% being 61.37671%
Ordinary resolution number 1.2: Re-election of director, DM Mncube
For (1) Against (1) Abstentions (2) Shares voted (3)
98 981 541, 20 000, being 589 360, being 99 001 541,
being 99.97980% 0.02020% 0.36538% being 61.37671%
Ordinary resolution number 1.3: Re-election of director, MM Dyasi
For (1) Against (1) Abstentions (2) Shares voted (3)
98 981 541, 20 000, being 589 360, being 99 001 541,
being 99.97980% 0.02020% 0.36538% being 61.37671%
Ordinary resolution number 1.4: Election of director, MG Mokoka
For (1) Against (1) Abstentions (2) Shares voted (3)
98 981 541, 20 000, being 589 360, being 99 001 541,
being 99.97980% 0.02020% 0.36538% being 61.37671%
Ordinary resolution number 1.5: Election of director, JR Winer
For (1) Against (1) Abstentions (2) Shares voted (3)
98 982 038, 20 000, being 588 863, being 99 002 038,
being 99.97980% 0.02020% 0.36507% being 61.37702%
Ordinary resolution number 1.6: Election of director, JJT Ferreira
For (1) Against (1) Abstentions (2) Shares voted (3)
98 982 038, 20 000, being 588 863, being 99 002 038,
being 99.97980% 0.02020% 0.36507% being 61.37702%
Ordinary resolution number 2.1: Election of Audit and Risk Committee
member, MG Mokoka
For (1) Against (1) Abstentions (2) Shares voted (3)
98 981 541, 20 000, being 589 360, being 99 001 541,
being 99.97980% 0.02020% 0.36535% being 61.37671%
Ordinary resolution number 2.2: Election of Audit and Risk Committee
member, MM Dyasi
For (1) Against (1) Abstentions (2) Shares voted (3)
98 981 541, 20 000, being 589 360, being 99 001 541,
being 99.97980% 0.02020% 0.36535% being 61.37671%
Ordinary resolution number 2.3: Election of Audit and Risk Committee
member, DM Mncube
For (1) Against (1) Abstentions (2) Shares voted (3)
98 981 541, 20 000, being 589 360, being 99 001 541,
being 99.97980% 0.02020% 0.36535% being 61.37671%
Ordinary resolution number 2.4: Election of Audit and Risk Committee
member, SS Mafoyane
For (1) Against (1) Abstentions (2) Shares voted (3)
98 981 541, 20 000, being 589 360, being 99 001 541,
being 99.97980% 0.02020% 0.36535% being 61.37671%
Ordinary resolution number 3: Re-appointment of external auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
98 993 995, 20 000, being 576 906, being 99 013 995,
being 99.97980% 0.02020% 0.35766% being 61.38444%
Ordinary resolution number 4: General authority to allot and issue
ordinary shares
For (1) Against (1) Abstentions (2) Shares voted (3)
96 213 108, 2 800 510, being 577 283, being 99 013 618,
being 97.17159% 2.82841% 0.35789% being 61.38420%
Ordinary resolution number 5: Authority to implement resolutions
For (1) Against (1) Abstentions (2) Shares voted (3)
99 004 573, 21 700, being 564 628, being 99 026 273,
being 99.97809% 0.02191% 0.35005% being 61.39205%
Non-binding ordinary resolution 1: Endorsement of remuneration
policy
For (1) Against (1) Abstentions (2) Shares voted (3)
98 953 766, 34 200, being 602 935, being 98 987 966,
being 99.96545% 0.03455% 0.37379% being 61.36830%
Special resolution number 1: Approval of non-executive directors’
remuneration
For (1) Against (1) Abstentions (2) Shares voted (3)
98 944 016, 45 370, being 601 515, being 98 989 386,
being 99.95417% 0.04583% 0.37291% being 61.36918%
Special resolution number 2: General authority to issue shares for
cash
For (1) Against (1) Abstentions (2) Shares voted (3)
96 208 458, 2 805 160, being 577 283, being 99 013 618,
being 97.16689% 2.83311% 0.35789% being 61.38420%
Special resolution number 3: General authority to repurchase shares
For (1) Against (1) Abstentions (2) Shares voted (3)
98 998 168, 22 950, being 569 783, being 99 021 118,
being 99.96584% 0.02318% 0.35324% being 61.38885%
Special resolution number 4: General authority to provided financial
assistance to related or inter-related entities
For (1) Against (1) Abstentions (2) Shares voted (3)
98 981 298, 33 820, being 575 783, being 99 015 118,
being 99.96584% 0.03416% 0.35696% being 61.38513%
Notes:
(1) The votes carried for and against each individual resolution are
disclosed as a percentage in relation to the total number of ordinary
shares voted (whether in person or by proxy) in respect of such
individual resolution at the annual general meeting.
(2)The total number of ordinary shares abstained in respect of each
individual resolution (whether in person or by proxy) is disclosed as
a percentage in relation to the Total Votable Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person or
by proxy) at the annual general meeting in respect of each individual
resolution is disclosed as a percentage in relation to the Total
Votable Ordinary Shares.
Johannesburg
25 November 2016
Sponsor: Grindrod Bank Limited
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