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Results of the annual general meeting
Verimark Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1998/006957/06
JSE share code: VMK
ISIN number: ZAE000068011
("Verimark”)
RESULTS OF THE ANNUAL GENERAL MEETING
At the Annual General Meeting of the shareholders of Verimark
held on Thursday 3 August 2017, all the ordinary and special
resolutions proposed at the meeting were approved by the
requisite majority of votes by shareholders present in person
or represented by proxy.
Details of the results of voting at the Annual General Meeting
is set out below:
- The total number of shares in issue was 114 272 328.
- Total number of shares in issue net of treasury shares (“Total
Votable Shares”) was 106 920 369.
- Total number of shares present/represented at the Annual
General Meeting was 83 341 532 which is 77.95% of the Total
Votable Shares.
1 Ordinary resolution number 1: Annual Financial Statements
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 643 814
100% 0% 1,60% 76.35%
2 Ordinary resolution number 2: Re-Appointment of KPMG as Auditors
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
3 Ordinary resolution number 3: Re-election of Mr JM Pieterse
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
4 Ordinary resolution number 4: Appointment of Ms AT Nzimande
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Ordinary resolution number 5: Election of Mr JM Pieterse as Audit
5
Committee member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Ordinary resolution number 6: Election of Mr MM Patel as Audit
6
Committee member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Ordinary resolution number 7: Election of Ms AT Nzimande as Audit
7
Committee member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Ordinary resolution number 9: Non-binding advisory endorsement:
8
Remuneration policy
For Against Abstain* Shares voted*
- 81 634 814
81 634 814 1 706 718
100% 0% 1,60% 76.35%
Special resolution number 1: Approval of non-executive directors’
9
fees – Board Chairman
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 2: Approval of non-executive directors’
10
fees – Board member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
11 Special resolution number 3: Approval of non-executive directors’
fees - Audit Committee Chairman
For Against Abstain* Shares voted
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 4: Approval of non-executive directors’
12
fees - Audit Committee member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 5: Approval of non-executive directors’
13
fees –Risk Committee Chairman
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 6: Approval of non-executive directors’
14
fees –Risk Committee member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 7: Approval of non-executive directors’
15
fees – Remuneration, Social and Ethics Committee Chairman
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 8: Approval of non-executive directors’
16
fees - Remuneration Social and Ethics Committee member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 9: Approval of non-executive directors’
17
fees –Nominations Committee Chairman
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 10: Approval of non-executive directors’
18
fees –Nominations Committee member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 11: Approval of non-executive directors’
19
fees – Any ad hoc Board Committee Chairman
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,27% 76.35
Special resolution number 12: Approval of non-executive directors’
20
fees –Any ad hoc Board Committee member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 13: Approval of non-executive directors’
21
fees – Annual General Meeting Chairman
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
22
Special resolution number 14: Approval of non-executive directors’
fees – Annual General Meeting Member
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Special resolution number 15: Approval of Financial assistance to
23
related or inter-related companies
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
24 Special resolution number 16: Approval of acquisition of own shares
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
25 Special resolution number 17: New Memorandum of Incorporation (MOI)
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
Ordinary resolution number 9: Authority to implement resolutions
26
passed at the annual general meeting
For Against Abstain* Shares voted*
81 634 814 - 1 706 718 81 634 814
100% 0% 1,60% 76.35%
* Abstentions and shares voted is shown as a percentage of Total
Votable Shares.
4 August 2016
Sponsor
Grindrod Bank Limited
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