YORK TIMBER HOLDINGS LIMITED - Results of annual general meeting and details of engagement with Shareholders

Release Date: 08/11/2017 17:35
Code(s): YRK
 
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Results of annual general meeting and details of engagement with Shareholders

York Timber Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1916/004890/06
JSE share code: YRK
ISIN: ZAE000133450
(“York” or the “Company”)

RESULTS OF ANNUAL GENERAL MEETING AND DETAILS OF ENGAGEMENT WITH
SHAREHOLDERS

York shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of
Shareholders held on Wednesday, 8 November 2017, all the ordinary and special resolutions, as set
out in the notice of AGM dated 22 September 2017, were approved by the requisite majority of
Shareholders present or represented by proxy.

All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the
percentage of votes carried for and against each resolution, are as follows:

Ordinary resolution number 1: Adoption of the annual financial statements

 Shares Voted             Abstained                 For                       Against
 252 037 546
 76.09%                   0.09%                     100.00%                   0.00%


Ordinary resolution number 2: (by separate resolutions) Re-election of directors who retire by rotation

Ordinary resolution number 2.1: Dr Jim Myers

 Shares Voted             Abstained                 For                       Against
 252 037 556
 76.09%                   0.09%                     99.92%                    0.08%


Ordinary resolution number 2.2: Paul Botha

 Shares Voted             Abstained                 For                       Against
 252 037 556
 76.09%                   0.09%                     99.96%                    0.04%


Ordinary resolution number 2.3: Dr Azar Jammine

 Shares Voted             Abstained                 For                       Against
 252 037 556
 76.09%                   0.09%                     99.96%                    0.04%
Ordinary resolution number 2.4: Maserame Mouyeme

 Shares Voted            Abstained                  For                       Against
 251 943 304
 76.06%                  0.12%                      99.97%                    0.03%


Ordinary resolution number 3: Re-appointment of external auditor

 Shares Voted            Abstained                  For                       Against
 251 959 556
 76.07%                  0.12%                      99.29%                    0.71%


Ordinary resolution number 4: Election of Audit Committee members

Ordinary resolution number 4.1: Gavin Tipper

 Shares Voted            Abstained                 For                         Against
 251 943 304
 76.06%                  0.12%                     100.00%                     0.00%


Ordinary resolution number 4.2: Dr Azar Jammine

 Shares Voted            Abstained                 For                        Against
 252 037 556
 76.09%                  0.09%                     99.96%                     0.04%


Ordinary resolution number 4.3: Thabo Mokgatlha

 Shares Voted            Abstained                  For                        Against
 251 943 304 
 76.06%                  0.12%                      99.97%                     0.03%


Ordinary resolution number 5.1: Endorsement of York’s remuneration policy

 Shares Voted            Abstained               For                          Against
 252 029 556
 76.09%                  0.10%                   60.89%                       39.11%*


Ordinary resolution number 5.2: Endorsement of York’s remuneration implementation report

 Shares Voted            Abstained               For                         Against
 252 029 556
 76.09%                  0.10%                   60.88%                      39.12%*

*As a result of more than 25% of the votes cast against ordinary resolutions number 5.1 and 5.2, York
invites those Shareholders who voted against either of these resolutions to engage with the Company.
Further details of the method of engagement are set out at the end of this announcement.

Ordinary resolution number 6: General authority to issue shares for cash

 Shares Voted              Abstained                 For                       Against
 251 943 304
 76.06%                    0.12%                     94.75%                    5.25%


Ordinary resolution number 7**: Placing authorised but unissued shares under the control of the
Board

 Shares Voted              Abstained                 For                        Against
 251 935 804
 76.06%                    0.12%                     94.75%                     5.25%
**A modification to ordinary resolution number 7 was tabled at the AGM prior to proposing the resolution.
In terms of the modification, the Company limited the scope of authority to be granted to the board of
directors of York to a maximum of 10% of the issued ordinary share capital of the Company (excluding
treasury shares), representing not more than 31 604 801 ordinary shares in the Company, as at the
date of the AGM.

Special resolution number 1: General authority to acquire (repurchase) shares

 Shares Voted              Abstained                 For                        Against
 252 037 556
 76.09%                    0.09%                     99.29%                     0.71%


Special resolution number 2: (by separate resolutions)

Remuneration of non-executive directors for the period January 2017 to December 2017

Special resolution number 2.1: Chairman of the Board

 Shares Voted               Abstained                 For                        Against
 252 037 556
 76.09%                     0.09%                     99.93%                     0.07%


Special resolution number 2.2: Non-executive directors

 Shares Voted              Abstained                 For                        Against
 252 037 556
 76.09%                    0.09%                     99.93%                     0.07%


Special resolution number 2.3: Chairman of the Audit Committee

 Shares Voted           Abstained               For                            Against
 252 037 556
 76.09%                 0.09%                   99.93%                         0.07%


Special resolution number 2.4: Member of the Audit Committee

 Shares Voted           Abstained               For                          Against
 252 037 556
 76.09%                 0.09%                   99.93%                      0.07%


Special resolution number 2.5: Chairman of the Remuneration Committee

 Shares Voted           Abstained               For                         Against
 252 037 556
 76.09%                 0.09%                   99.93%                      0.07%


Special resolution number 2.6: Chairman of the Nomination Committee

 Shares Voted           Abstained               For                         Against
 252 037 556
 76.09%                 0.09%                   99.93%                     0.07%


Special resolution number 2.7: Member of the Remuneration and Nomination Committee

 Shares Voted           Abstained               For                       Against
 252 037 556
 76.09%                 0.09%                   99.93%                    0.07%


Special resolution number 2.8: Chairman of the Risk and Opportunity Committee

 Shares Voted           Abstained               For                        Against
 252 037 556
 76.09%                 0.09%                   99.93%                    0.07%


Special resolution number 2.9: Member of the Risk and Opportunity Committee

 Shares Voted           Abstained               For                       Against
 252 037 556
 76.09%                 0.09%                   99.93%                    0.07%


Special resolution number 2.10: Chairman of the Social and Ethics Committee

 Shares Voted            Abstained               For                        Against
 252 037 556
 76.09%                  0.09%                   99.93%                    0.07%


Special resolution number 2.11: Member of the Social and Ethics Committee

 Shares Voted            Abstained               For                     Against
 252 037 556
 76.09%                  0.09%                   99.93%                  0.07%


Remuneration of non-executive directors for the period January 2018 to December 2018

Special resolution number 2.12: Chairman of the Board

 Shares Voted            Abstained               For                     Against
 252 037 556
 76.09%                  0.09%                   99.93%                  0.07%


Special resolution number 2.13: Non-executive directors

 Shares Voted            Abstained               For                     Against
 252 037 556
 76.09%                  0.09%                   99.93%                  0.07%


Special resolution number 2.14: Chairman of the Audit Committee

 Shares Voted            Abstained               For                     Against
 252 037 556
 76.09%                  0.09%                   99.93%                  0.07%


Special resolution number 2.15: Member of the Audit Committee

 Shares Voted            Abstained               For                     Against
 252 037 556
 76.09%                  0.09%                   99.93%                  0.07%


Special resolution number 2.16: Chairman of the Remuneration Committee

 Shares Voted            Abstained               For                     Against
 252 037 556
 76.09%                  0.09%                   99.93%                  0.07%
Special resolution number 2.17: Chairman of the Nomination Committee

 Shares Voted            Abstained                  For                 Against
 252 037 556
 76.09%                  0.09%                      99.93%              0.07%


Special resolution number 2.18: Member of the Remuneration and Nomination Committee

 Shares Voted            Abstained                  For                 Against
 252 037 556
 76.09%                  0.09%                      99.93%              0.07%


Special resolution number 2.19: Chairman of the Risk and Opportunity Committee

 Shares Voted            Abstained                  For                 Against
 252 037 556
 76.09%                  0.09%                      99.93%              0.07%


Special resolution number 2.20: Member of the Risk and Opportunity Committee

 Shares Voted            Abstained                  For                 Against
 252 037 556
 76.09%                  0.09%                      99.93%              0.07%


Special resolution number 2.21: Chairman of the Social and Ethics Committee

 Shares Voted            Abstained                  For                 Against
 252 037 556
 76.09%                  0.09%                      99.93%              0.07%


Special resolution number 2.22: Member of the Social and Ethics Committee

 Shares Voted            Abstained                  For                 Against
 252 037 556
 76.09%                  0.09%                      99.93%              0.07%


Special resolution number 3: Financial assistance

 Shares Voted            Abstained                  For                 Against
 251 943 304
 76.06%                  0.12%                      99.97%              0.03%

Notes
-   Percentages of shares voted are calculated in relation to the total issued share capital of York.
-   Percentages of shares for and against are calculated in relation to the total number of shares voted
    for each resolution.
-   Abstentions are calculated as a percentage in relation to the total issued share capital of York.

*As required in terms of the King IV Report on Corporate Governance for South Africa, 2016 and
paragraph 3.84(k) of the JSE Limited Listings Requirements, York invites those Shareholders who voted
against ordinary resolutions number 5.1 and 5.2 (“Dissenting Shareholders”) to engage with the
Company regarding their views on York’s remuneration policy and remuneration implementation report.
Dissenting Shareholders may forward their concerns / questions regarding York’s remuneration policy
and the implementation thereof to the company secretary via email at shsieh@york.co.za by 9am on
Wednesday, 15 November 2017. Following receipt of written communication by the company secretary,
such Dissenting Shareholders will be invited to attend a meeting with the Chairman of the Remuneration
Committee, Dr Azar Jammine, at 9am on Thursday, 16 November 2017 (“Meeting”), to discuss the
concerns / questions raised. The venue of the Meeting will be communicated to Dissenting
Shareholders who have forwarded their concerns / questions to the company secretary.

Sabie, Mpumalanga
8 November 2017

Sponsor
One Capital

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