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Report on proceedings at the annual general meeting
Distell Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 1988/005808/06)
ISIN: ZAE000028668
Share code: DST
("Distell")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the twenty ninth (29th) annual general meeting ("AGM") of the shareholders of Distell held today, 27 October 2017 all the ordinary and special resolutions proposed
at the meeting were approved by the requisite majority of votes. In this regard, Distell confirms the voting statistics from the AGM as follows:
Votes carried disclosed as a
percentage in relation to the total Shares voted Shares abstained
number of shares voted at the disclosed as a disclosed as a
meeting Number of percentage in percentage in
Resolutions shares voted relation to the total relation to the total
issued share capital* issued share capital*
For Against
1. Adoption of annual financial
statements 100.00% 0.00% 204 883 135 93.39% 0.14%
2. Reappointment of
PricewaterhouseCoopers Inc. as
auditors of the company for 70.02% 29.98% 204 883 159 93.39% 0.14%
the 2017/2018 financial year
3. Election of director and re-election of
directors/alternate director
3.1 Election of director – Mr MJ
Bowman 100.00% 0.00% 204 883 135 93.39% 0.14%
3.2 Election of director – Ms GP
Dingaan 99.99% 0.01% 204 883 135 93.39% 0.14%
3.3 Re-election of director – Mr PE
Beyers 99.99% 0.01% 204 883 135 93.39% 0.14%
3.4 Re-election of director – Mr PR
Louw (as alternate to Mr JJ Durand) 98.53% 1.47% 204 883 135 93.39% 0.14%
3.5 Re-election of director – Mr MJ
Madungandaba 99.88% 0.12% 204 883 135 93.39% 0.14%
3.6 Re-election of director – Ms CE
Sevillano-Barredo 100.00% 0.00% 204 883 135 93.39% 0.14%
4. Election of audit committee
members
4.1 Ms GP Dingaan 99.88% 0.12% 204 883 135 93.39% 0.14%
4.2 Dr DP du Plessis 100.00% 0.00% 204 883 135 93.39% 0.14%
4.3 Ms CE Sevillano-Barredo 100.00% 0.00% 204 883 135 93.39% 0.14%
5. Authority to place unissued shares
under the control of the directors 93.87% 6.13% 204 883 135 93.39% 0.14%
6. Endorsement of remuneration policy 97.98% 2.02% 204 883 135 93.39% 0.14%
Special Resolution Number 1
Approval of 2018 non-executive
directors’ remuneration 98.58% 1.42% 204 883 135 93.39% 0.14%
Special Resolution Number 2
Approval of remuneration of non-
executive directors for additional
services performed on behalf of the company 97.95% 2.05% 204 883 035 93.39% 0.14%
Special Resolution Number 3
Approval of financial assistance in
terms of section 45 of the Companies
Act 100.00% 0.00% 204 883 035 93.39% 0.14%
Special Resolution Number 4
Adoption of an amendment to the
Memorandum of Incorporation 100.00% 0.00% 204 883 135 93.39% 0.14%
*Total issued share capital is 222 382 356. Total number of shares that can be exercised at the meeting is 219 388 911. A total of 2 993 445 of the ordinary shares in issue
are classified as Treasury shares, comprising 1.34% of the total ordinary shares in issue, were not entitled to vote.
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Stellenbosch
27 October 2017
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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