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Results Of The Annual General Meeting
KAP INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
Share code: KAP
ISIN: ZAE0000171963
(“KAP” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the annual general meeting of the Company held at 12:30 today, 30
November 2016, in the Cellar Hall at the Lanzerac Hotel in Stellenbosch (“AGM”), all of the resolutions proposed
were passed by the requisite majority of KAP shareholders. The detailed voting results of the AGM are set out
below:
Resolutions proposed at Votes for Votes Number of Number of Number of
the AGM resolution against shares voted shares voted at shares
(%) * resolution at the AGM the AGM as a abstained as
(%) * percentage (%) a percentage
of shares in (%) of shares
issue in issue
Ordinary resolution 1 -
Re-appointment of external
auditor 91.23% 8.77% 2,153,879,456 88,11% 0.00%
Special resolution 1
Approval of fees payable
to non-executive directors
for service on the board
and board committees:
1.1 Board Chairman 99.99% 0.01% 2,153,832,612 88,11% 0.00%
1.2 Board Members 99,99% 0.01% 2,153,832,612 88,11% 0.00%
1.3 Audit & Risk Com
Chairman 99,99% 0.01% 2,153,814,382 88,10% 0.00%
1.4 Audit & Risk Com
members 99,99% 0.01% 2,153,833,612 88,11% 0.00%
1.5 HR & RemCom
Chairman 99,99% 0.01% 2,153,832,612 88,11% 0.00%
1.6 HR & RemCom
members 99,99% 0.01% 2,153,832,612 88,11% 0.00%
1.7 Nominations Com
Chairman 99,99% 0.01% 2,153,832,612 88,11% 0.00%
1.8 Nominations Com
members 99.99% 0.01% 2,153,832,612 88,11% 0.00%
1.9 Social & Ethics Com
Chairman 99,99% 0.01% 2,153,832,612 88,11% 0.00%
1.10 Social & Ethics Com
members 99,99% 0.01% 2,153,832,612 88,11% 0.00%
Ordinary resolution
number 2 - Re-election of
directors retiring by
rotation:
2.1 MJ Jooste 98,66% 1,34% 2,153,874,456 88,11% 0.00%
2.2 IN Mkhari 99,99% 0,01% 2,153,874,456 88,11% 0.00%
2.3 DM van der Merwe 98,72% 1,28% 2,153,874,456 88,11% 0.00%
Resolutions proposed at Votes for Votes Number of Number of Number of
the AGM (continue) resolution against shares voted shares voted at shares
(%) * resolution at the AGM the AGM as a abstained as
(%) * percentage (%) a percentage
of shares in (%) of shares
issue in issue
Ordinary resolution 3 -
Ratification of the
appointment of Mr FH
Olivier as an executive
director 98,50% 1,50% 2,153,874,456 88,11% 0.00%
Ordinary resolution
number 4
Re-election of members of
the Audit & Risk Com:
4.1 S H Müller 99,85% 0.15% 2,153,874,456 88,11% 0.00%
4.2 S H Nomvete 98,86% 1,14% 2,153,874,456 88,11% 0.00%
4.3 P K Quarmby 100.00% 0.00% 2,153,874,456 88,11% 0.00%
Ordinary resolution
number 5 - General
authority over unissued
shares for commercial
purposes 94,87% 5,13% 2,153,868,456 88,11% 0.00%
Ordinary resolution
number 6 - Placing of
shares under the control of
the directors for purposes
of the company’s share
scheme 91,56% 8,44% 2,153,868,456 88,11% 0.00%
Special resolution
number 2 - General
authority to repurchase
shares issued by the
Company 97,77% 2,23% 2,153,813,232 88,11% 0.00%
Ordinary resolution
number 7 - General
authority to distribute share
capital and/or reserves. 99,03% 0,97% 2,153,879,456 88,11% 0.00%
Ordinary resolution
number 8 - General
authority to issue
convertible instruments
95,48% 4,52% 2,153,808,232 88,11% 0.00%
Non-binding ordinary
resolution number 9 -
Endorsement of the
company’s remuneration
policy 92,38% 7,62% 2,153,833,612 88,11% 0.00%
Special resolution
number 3 - General
authority to provide
financial assistance 97,70% 2,30% 2,153,874,456 88,11% 0.00%
Resolutions proposed at Votes for Votes Number of Number of Number of
the AGM (continue) resolution against shares voted shares voted at shares
(%) * resolution at the AGM the AGM as a abstained as
(%) * percentage (%) a percentage
of shares in (%) of shares
issue in issue
Special resolution
number 4 - Change to
memorandum of
incorporation to align with
the JSE fraction-
entitlement principle
100,00% 0,00% 2,153,874,456 88,11% 0.00%
Special resolution
number 5 - Change to
memorandum of
incorporation, authorising
directors to issue shares
for acquisitions,
amalgamations, for vendor
consideration placings, for
rights offers and as
capitalisation shares 97,45% 2,55% 2,153,868,456 88,11% 0.00%
Note * - In relation to the total number of shares voted at the AGM
Cape Town
30 November 2016
Sponsor
PSG Capital Proprietary Limited
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