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W G WEARNE LIMITED - Results of the annual general meeting and change in directors duties

Release Date: 03/11/2017 17:43
Code(s): WEA     PDF:  
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Results of the annual general meeting and change in directors duties

 W G WEARNE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005983/06)
(Share Code: WEA ISIN Code: ZAE000078002)
(“Wearne” or “the company”)

RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO DIRECTOR’S DUTIES


1)    Results of annual general meeting

Shareholders are advised that, at the annual general meeting of Wearne held
today, all the resolutions as set out in the notice of annual general meeting
were passed by the requisite majority of shareholders save for Ordinary
resolutions 2,4 and 5. Ordinary resolution 3.3 was withdrawn as Mr Patel
resigned from the board of directors on 9 October 2017.

The number of shares voted in person or by proxy was 198 085 582 representing
71.67% of the total issued share capital of the same class of Wearne shares.

The resolutions proposed at the meeting, together with the percentage of
shares voted or abstained as well as the percentage of votes carried for and
against each resolution are displayed below:

Ordinary Resolution 1.1
Approval of the re-election of Mr WP van der Merwe as director        of   the
company.

SHARES VOTED              198 085 582     100%
SHARES ABSTAINED          1 206 440       0.61%
VOTES FOR                 196 879 142     100%
VOTES AGAINST             0                 0%

Ordinary Resolution 1.2
Approval of the re- election of Mr JJ Bierman as director of the company.

SHARES VOTED              198 085 582     100%
SHARES ABSTAINED          1 206 440       0.61%
VOTES FOR                 196 879 142     100%
VOTES AGAINST             0                 0%

Ordinary Resolution 1.3
Approval of the re-election of Mr T Chauke as director of the company.

SHARES VOTED              198 085 582     100%
SHARES ABSTAINED          1 206 440       0.61%
VOTES FOR                 196 879 142     100%
VOTES AGAINST             0                 0%

Ordinary Resolution 2:
Approval of the re-appointment of Grant Thornton as the independent registered
auditor of the company for the ensuing year.

SHARES VOTED              198 085 582     100%
SHARES ABSTAINED          1 206 440       0.61%
VOTES FOR                 93 751 050      47.62%
VOTES AGAINST             103 128 092     52.38%

Ordinary Resolution 3
Approval of the audit committee members.

SHARES VOTED              198 085 582      100%
SHARES ABSTAINED          1 206 440        0.61%
VOTES FOR                 196 879 142      100%
VOTES AGAINST             0                  0%

Ordinary Resolution 3.1:
Approval of election of Mr W van der Merwe as a member of the company's Audit
& Risk Committee.

SHARES VOTED              198 085 582      100%
SHARES ABSTAINED          1 206 440        061%
VOTES FOR                 196 879 142      100%
VOTES AGAINST                       0        0%

Ordinary Resolution 3.2:
Approval of election of Mr T Chauke as a member of the company's Audit &
Risk Committee.

SHARES VOTED              198 085 582      100%
SHARES ABSTAINED          1 206 440        0.61%
VOTES FOR                 196 879 142      100%
VOTES AGAINST                       0        0%

Ordinary Resolution 3.3:
This resolution was withdrawn as Mr Patel resigned from the board of directors
on 9 October 2017.

Ordinary Resolution 4:
Authority to directors to allot and issue unissued ordinary shares.

SHARES VOTED              198 085 582       100%
SHARES ABSTAINED          1 206 440        0.61%
VOTES FOR                 113 711 178      57.76%
VOTES AGAINST             83 167 964       42.24%

Ordinary Resolution 5:
Authority to directors to issue shares for cash.

SHARES VOTED              198 085 582       100%
SHARES ABSTAINED          1 206 440        0.61%
VOTES FOR                 113 711 178      57.76%
VOTES AGAINST             83 167 964       42.24%

Ordinary Resolution number 6:
Approval of the remuneration policy by way of a non-binding advisory
vote.

SHARES VOTED              198 085 582        100%
SHARES ABSTAINED          1 206 440        0.61%
VOTES FOR                 196 629 142      99.87%
VOTES AGAINST             250 000          0.13%

Ordinary Resolution number 7:
Approval of signing authority.

SHARES VOTED              198 085 582        100%
SHARES ABSTAINED           1 206 440         0.61%
VOTES FOR                  196 879 142        100%
VOTES AGAINST                        0          0%

Special resolution no. 1:
General authority for the company to repurchase its own shares.

SHARES VOTED               198 085 582            100%
SHARES ABSTAINED           1 206 440              0.61%
VOTES FOR                  196 879 142             100%
VOTES AGAINST              0                 0%

Special Resolution 2:
Approval of the remuneration of non-executive directors.

SHARES VOTED               198 085 582            100%
SHARES ABSTAINED           1 206 440              0.61%
VOTES FOR                  196 879 142            100%
VOTES AGAINST              0                        0%

Special Resolution 3:
Authority to provide financial assistance to related and inter-related companies.

SHARES VOTED               198 085 582         100%
SHARES ABSTAINED           1 206 440          0.62%
VOTES FOR                  192 978 284         100%
VOTES AGAINST              0                     0%

 2)   Changes to Director’s Duties

 Shareholders are advised of the following changes in Director’s duties in terms
 of section 3.59(c) of the JSE Listings Requirements:

 Mr Terrence Chauke has been appointed as chairman of the risk committee, a
 member of the audit committee, a member of the nominations committee and
 chairman of the remuneration committee with effect from 3 November 2017.

Johannesburg
3 November 2017

Designated Adviser
Exchange Sponsors

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