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Results of Annual General Meeting (AGM)
Imperial Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1946/021048/06
ISIN: ZAE000067211
JSE Share code: IPL
(“Imperial” or “Company”)
Results of Annual General Meeting (AGM)
Imperial is pleased to advise its shareholders that all the ordinary and special
resolutions proposed in the Notice of the AGM dated 21 August 2017 and tabled at
the Company’s AGM held today, Tuesday 31 October 2017, were passed by the requisite
majority of votes cast by shareholders. The voting details with respect to the
proposed resolutions were as follows:
Resolutions proposed Number of Percentage Percentage Percentage Percentage
shares of shares For** Against** Abstained*
voted voted*
Ordinary Resolution 1: Financial 177,171,176 85,72% 100.00% 0.00% 0.05%
Statements
Ordinary Resolution 2: Appointment of 177,189,058 85.73% 87.45% 12.55% 0.04%
Auditors
Ordinary Resolution 3.1: Appointment of 177,234,938 85.75% 99.01% 0.99% 0.01%
audit committee member – GW Dempster
Ordinary Resolution 3.2: Appointment of 177,245,038 85.76% 98.86% 1.14% 0.01%
audit committee member – T Skweyiya
(Dingaan)
Ordinary Resolution 3.3: Appointment of 177,236,530 85.75% 90.25% 9.75% 0.01%
audit committee member – P Langeni
Ordinary Resolution 3.4: Appointment of 177,236,430 85.75% 97.00% 3.00% 0.01%
audit committee member – RJA Sparks
Ordinary Resolution 3.5: Appointment of Withdrawn
audit committee member – Y Waja
Ordinary Resolution 4.1: Re-appointment 177,245,038 85.76% 94.29% 5.71% 0.01%
of directors – OS Arbee
Ordinary Resolution 4.2: Re-appointment 177,244,938 85.76% 98.07% 1.93% 0.01%
of directors – GW Dempster
Ordinary Resolution 4.3: Re-appointment 177,241,201 85.75% 95.65% 4.35% 0.01%
of directors – SP Kana
Ordinary Resolution 4.4: Re-appointment 176,745,455 85.51% 84.25% 15.75% 0.25%
of directors – MV Moosa
Ordinary Resolution 4.5: Re-appointment Withdrawn
of directors – Y Waja
Ordinary Resolution 5: Confirmation of 177,245,378 85.76% 93.62% 6.38% 0.01%
appointment of director – M Akoojee
Ordinary Resolution 6: Confirmation of 177,244,938 85.76% 93.67% 6.33% 0.01%
remuneration policy
Ordinary Resolution 7: Implementation 177,244,938 85.76% 93.67% 6.02% 0.01%
of remuneration policy
Special Resolution 1.1: Directors’ fees 177,245,278 85.76% 99.66% 0.34% 0.01%
– Chairperson
Special Resolution 1.2: Directors’ fees 177,245,378 85.76% 99.99% 0.01% 0.01%
– Deputy Chairperson & Lead Independent
Director
Special Resolution 1.3: Directors’ fees 177,245,378 85.76% 99.99% 0.01% 0.01%
– Board member
Special Resolution 1.4: Directors’ fees 177,245,278 85.76% 99.99% 0.01% 0.01%
– Assets and liabilities committee
chairman
Special Resolution 1.5: Directors’ fees 177,245,278 85.76% 99.99% 0.01% 0.01%
– Assets and liabilities committee
member
Special Resolution 1.6: Directors’ fees 177,245,278 85.76% 99.99% 0.01% 0.01%
– Audit committee chairman
Special Resolution 1.7: Directors’ fees 177,245,278 85.76% 99.99% 0.01% 0.01%
– Audit committee member
Special Resolution 1.8: Directors’ fees 177,245,278 85.76% 99.99% 0.01% 0.01%
– Divisional Board member (Motus)
Special Resolution 1.9: Directors’ fees 177,245,278 85.76% 99.99% 0.01% 0.01%
– Divisional Board member (Logistics)
Special Resolution 1.10: Directors’ 177,245,938 85.76% 99.99% 0.01% 0.01%
fees – Divisional Finance and Risk
Committee member (Motus)
Special Resolution 1.11: Directors’ 177,245,278 85.76% 99.99% 0.01% 0.01%
fees – Divisional Finance and Risk
Committee member (Logistics)
Special Resolution 1.12: Directors’ 177,245,378 85.76% 99.99% 0.01% 0.01%
fees – Investment committee member
Special Resolution 1.13: Directors’ 177,245,378 85.76% 99.99% 0.01% 0.01%
fees – Investment committee member
Special Resolution 1.14: Directors’ 177,245,378 85.76% 99.99% 0.01% 0.01%
fees – Risk committee chairman
Special Resolution 1.15: Directors’ 177,245,378 85.76% 99.99% 0.01% 0.01%
fees – Risk committee member
Special Resolution 1.16: Directors’ 177,245,378 85.76% 99.99% 0.01% 0.01%
fees – Remuneration committee chairman
Special Resolution 1.17: Directors’ 177,245,378 85.76% 99.99% 0.01% 0.01%
fees - Remuneration committee member
Special Resolution 1.18: Directors’ 177,245,378 85.76% 99.99% 0.01% 0.01%
fees – Nominations committee chairman
Special Resolution 1.19: Directors’ 177,245,278 85.76% 99.99% 0.01% 0.01%
fees - Nominations committee member
Special Resolution 1.20: Directors’ 177,245,378 85.76% 99.99% 0.01% 0.01%
fees – Social, ethics and
transformation committee chairman
Special Resolution 1.21: Directors’ 177,245,378 85.76% 99.99% 0.01% 0.01%
fees - Social, ethics and
transformation committee member
Special Resolution 2 – General 177,234,622 85.75% 99.36% 0.64% 0.01%
authority to repurchase company shares
Ordinary Resolution 8 - Authority over 176,573,787 85.43% 97.06% 2.94% 0.33%
unissued ordinary shares
Ordinary Resolution 9 – Authority to 176,583,787 85.44% 97.95% 2.05% 0.33%
issue shares for cash
Ordinary Resolution 10 – Authority over 176,573,787 85.43% 90.87% 9.13% 0.33%
unissued preference shares
Special Resolution 3 – S44 Financial 177,245,048 85.76% 85.74% 14.26% 0.01%
assistance
Special Resolution 4 – S45 Financial 177,245,048 85.76% 97.51% 2.49% 0.01%
assistance
* Based on the total number of shares in issue at the date of the AGM
** Based on the total number of shares present / represented by proxies at the AGM
Company Secretary
RA Venter
Bedfordview
31 October 2017
Sponsor:
Merrill Lynch South Africa (Pty) Limited
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