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AFRICAN & OVERSEAS ENTERPRISES LIMITED - Results of annual general meeting and changes to the board of dierctors

Release Date: 17/11/2017 17:40
Code(s): AOVP AON AOO     PDF:  
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Results of annual general meeting and changes to the board of dierctors

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO       ISIN: ZAE000000485
JSE share code: AON       ISIN: ZAE000009718
JSE share code: AOVP      ISIN: ZAE000000493
(“AOE” or “the company”)


RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS


Shareholders are advised that at the annual general meeting of shareholders held on Friday, 17 November 2017 (in terms of the
notice of annual general meeting dispatched to shareholders on 29 September 2017) all of the resolutions tabled thereat were passed
(by way a poll) by the requisite majority of AOE shareholders.

Details of the results of voting at the annual general meeting are as follows:

-      total number of AOE ordinary and “N” ordinary shares (collectively, the “shares”) that could have been voted at the annual
       general meeting: 11,387,441 shares (being the aggregate amount of 1,250,000 ordinary shares and 10,137,441 “N” ordinary
       shares);

-      total number of shares that were present/represented at the annual general meeting: 9,777,022 shares (being, in aggregate,
       85.86% of the total number of shares that could have been voted at the annual general meeting and constituting 85.82% of the
       aggregate voting rights that could have been exercised at the annual general meeting);

-      total number of ordinary shares that were present/represented at the annual general meeting: 1,072,748 ordinary shares (being
       85.82% of the total number of ordinary shares that could have been voted at the annual general meeting), with each ordinary
       share entitling the holder thereof to 200 votes;

-      total number of “N” ordinary shares that were present/represented at the annual general meeting: 8,704,274 “N” ordinary shares
       (being 85.86% of the total number of “N” ordinary shares that could have been voted at the annual general meeting) with each
       “N” ordinary share entitling the holder thereof to 1 vote.

Ordinary Resolution 1: Approval of annual financial statements

Actual shares voted            Votes for                             Votes against                  Abstentions

9,777,022 shares, being        223,253,874 votes, being              -                              -
85.86% of the total number     100% (214,549,600 votes
of shares that could have      being cast in respect of the
been voted at the annual       ordinary      shares     and
general   meeting, with        8,704,274 votes being cast in
1,072,748 ordinary shares      respect of the “N” ordinary
being voted and 8,704,274      shares)
“N” ordinary shares being
voted


Ordinary Resolution 2.1 : Re-election of PM Naylor as a director of the company

Actual shares voted            Votes for                         Votes against                  Abstentions

9,777,022 shares, being        223,253,874 votes, being          -                              -
85.86% of the total number     100% (214,549,600 votes
of shares that could have      being cast in respect of the
been voted at the annual       ordinary      shares    and
general meeting, with          8,704,274 votes being cast
1,072,748 ordinary shares      in respect of the “N”
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 2.2 : Re-election of DS Johnson as a director of the company

Actual shares voted            Votes for                       Votes against       Abstentions

9,777,022 shares, being        223,253,874 votes, being        -                   -
85.86% of the total number     100% (214,549,600 votes
of shares that could have      being cast in respect of the
been voted at the annual       ordinary      shares    and
general meeting, with          8,704,274 votes being cast
1,072,748 ordinary shares      in respect of the “N”
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 3.1 : Election of HB Roberts as a director of the company

Actual shares voted            Votes for                       Votes against       Abstentions

9,777,022 shares, being        223,253,874 votes, being        -                   -
85.86% of the total number     100% (214,549,600 votes
of shares that could have      being cast in respect of the
been voted at the annual       ordinary      shares    and
general meeting, with          8,704,274 votes being cast
1,072,748 ordinary shares      in respect of the “N”
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 3.2 : Election of LK Sebatane as a director of the company

Actual shares voted            Votes for                       Votes against       Abstentions

9,777,022 shares, being        223,253,874 votes, being        -                   -
85.86% of the total number     100% (214,549,600 votes
of shares that could have      being cast in respect of the
been voted at the annual       ordinary      shares    and
general meeting, with          8,704,274 votes being cast
1,072,748 ordinary shares      in respect of the “N”
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 3.3: Election of MR Molosiwa as a director of the company

Actual shares voted            Votes for                       Votes against                   Abstentions

9,777,022 shares, being        223,253,874 votes, being        -                               -
85.86% of the total number     100% (214,549,600 votes
of shares that could have      being cast in respect of the
been voted at the annual       ordinary      shares    and
general meeting, with          8,704,274 votes being cast
1,072,748 ordinary shares      in respect of the “N”
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 4.1: Election of PM Naylor as a member of the audit committee

Actual shares voted           Votes for                       Votes against                     Abstentions

9,777,022 shares, being       223,253,874 votes, being        -                                 -
85.86% of the total number    100% (214,549,600 votes
of shares that could have     being cast in respect of the
been voted at the annual      ordinary      shares    and
general meeting, with         8,704,274 votes being cast
1,072,748 ordinary shares     in respect of the “N”
being voted and 8,704,274     ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 4.2: Election of HB Roberts as a member of the audit committee

Actual shares voted           Votes for                       Votes against                     Abstentions

9,777,022 shares, being       223,253,874 votes, being        -                                 -
85.86% of the total number    100% (214,549,600 votes
of shares that could have     being cast in respect of the
been voted at the annual      ordinary      shares    and
general meeting, with         8,704,274 votes being cast
1,072,748 ordinary shares     in respect of the “N”
being voted and 8,704,274     ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 4.3: Election of LK Sebatane as a member of the audit committee

Actual shares voted           Votes for                       Votes against                     Abstentions

9,777,022 shares, being       223,253,874 votes, being        -                                 -
85.86% of the total number    100% (214,549,600 votes
of shares that could have     being cast in respect of the
been voted at the annual      ordinary      shares    and
general meeting, with         8,704,274 votes being cast
1,072,748 ordinary shares     in respect of the “N”
being voted and 8,704,274     ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 5.1: Election of PM Naylor as a member of the social and ethics committee

Actual shares voted           Votes for                       Votes against                     Abstentions

9,777,022 shares, being       223,253,874 votes, being        -                                 -
85.86% of the total number    100% (214,549,600 votes
of shares that could have     being cast in respect of the
been voted at the annual      ordinary      shares    and
general meeting, with         8,704,274 votes being cast
1,072,748 ordinary shares     in respect of the “N”
being voted and 8,704,274     ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 5.2: Election of CEA Radowsky as a member of the social and ethics committee

Actual shares voted           Votes for                       Votes against                      Abstentions

9,777,022 shares, being       223,253,874 votes, being        -                                  -
85.86% of the total number    100% (214,549,600 votes
of shares that could have     being cast in respect of the
been voted at the annual      ordinary      shares    and
general meeting, with         8,704,274 votes being cast
1,072,748 ordinary shares     in respect of the “N”
being voted and 8,704,274     ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 5.3: Election of DS Johnson as a member of the social and ethics committee

Actual shares voted           Votes for                       Votes against                      Abstentions

9,777,022 shares, being       223,253,874 votes, being        -                                  -
85.86% of the total number    100% (214,549,600 votes
of shares that could have     being cast in respect of the
been voted at the annual      ordinary      shares    and
general meeting, with         8,704,274 votes being cast
1,072,748 ordinary shares     in respect of the “N”
being voted and 8,704,274     ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 6: Re-appointment of auditors

Actual shares voted           Votes for                       Votes against                     Abstentions

9,777,022 shares, being       223,253,874 votes, being        -                                 -
85.86% of the total number    100% (214,549,600 votes
of shares that could have     being cast in respect of the
been voted at the annual      ordinary      shares    and
general meeting, with         8,704,274 votes being cast
1,072,748 ordinary shares     in respect of the “N”
being voted and 8,704,274     ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 7: Non-binding advisory vote on remuneration policy

Actual shares voted           Votes for                          Votes against                 Abstentions

9,777,022 shares, being       223,253,874 votes, being           -                             -
85.86% of the total number    100% (214,549,600 votes
of shares that could have     being cast in respect of the
been voted at the annual      ordinary      shares    and
general meeting, with         8,704,274 votes being cast
1,072,748 ordinary shares     in respect of the “N”
being voted and 8,704,274     ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 8: Non-binding advisory vote on implementation report

Actual shares voted             Votes for                          Votes against              Abstentions

9,777,022 shares, being         223,253,874 votes, being           -                          -
85.86% of the total number      100% (214,549,600 votes
of shares that could have       being cast in respect of the
been voted at the annual        ordinary      shares    and
general meeting, with           8,704,274 votes being cast
1,072,748 ordinary shares       in respect of the “N”
being voted and 8,704,274       ordinary shares)
“N” ordinary shares being
voted


Ordinary Resolution 9: Signature of documents

Actual shares voted             Votes for                          Votes against              Abstentions

9,777,022 shares, being         223,253,874 votes, being           -                          -
85.86% of the total number      100% (214,549,600 votes
of shares that could have       being cast in respect of the
been voted at the annual        ordinary      shares    and
general meeting, with           8,704,274 votes being cast
1,072,748 ordinary shares       in respect of the “N”
being voted and 8,704,274       ordinary shares)
“N” ordinary shares being
voted


Special Resolution 1: Financial assistance to related and inter-related parties

Actual shares voted             Votes for                          Votes against                 Abstentions

9,777,022 shares, being         223,253,874 votes, being           -                             -
85.86% of the total number      100% (214,549,600 votes
of shares that could have       being cast in respect of the
been voted at the annual        ordinary      shares    and
general meeting, with           8,704,274 votes being cast
1,072,748 ordinary shares       in respect of the “N”
being voted and 8,704,274       ordinary shares)
“N” ordinary shares being
voted


Special Resolution 2: General authority to acquire shares

Actual shares voted             Votes for                          Votes against                  Abstentions

9,777,022 shares, being         223,253,874 votes, being           -                               -
85.86% of the total number      100% (214,549,600 votes
of shares that could have       being cast in respect of the
been voted at the annual        ordinary      shares    and
general meeting, with           8,704,274 votes being cast
1,072,748 ordinary shares       in respect of the “N”
being voted and 8,704,274       ordinary shares)
“N” ordinary shares being
voted


Special Resolution 3.1: Conversion of ordinary and “N” ordinary shares from par value to no par value

Actual shares voted            Votes for                         Votes against                    Abstentions

9,777,022 shares, being        223,224,937 votes, being          28,937 votes, being 0.01%        -
85.86% of the total number     99.99% (214,549,600 votes         (0 votes being cast in respect
of shares that could have      being cast in respect of the      of the ordinary shares and
been voted at the annual       ordinary      shares    and       28,937 votes being cast in
general meeting, with          8,675,337 votes being cast        respect of the “N” ordinary
1,072,748 ordinary shares      in respect of the “N”             shares)
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted


Special Resolution 3.2: Increase in authorised ordinary and “N” ordinary share capital

Actual shares voted            Votes for                         Votes against                    Abstentions

9,777,022 shares, being        223,224,937 votes, being          28,937 votes, being 0.01%        -
85.86% of the total number     99.99% (214,549,600 votes         (0 votes being cast in respect
of shares that could have      being cast in respect of the      of the ordinary shares and
been voted at the annual       ordinary      shares    and       28,937 votes being cast in
general meeting, with          8,675,337 votes being cast        respect of the “N” ordinary
1,072,748 ordinary shares      in respect of the “N”             shares)
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted


Special Resolution 3.3: Validity of proxy forms

Actual shares voted            Votes for                         Votes against                    Abstentions

9,777,022 shares, being        223,253,874 votes, being          -                                -
85.86% of the total number     100% (214,549,600 votes
of shares that could have      being cast in respect of the
been voted at the annual       ordinary      shares    and
general meeting, with          8,704,274 votes being cast
1,072,748 ordinary shares      in respect of the “N”
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted


Special Resolution 3.4: Casting vote of chairman at directors’ meetings

Actual shares voted            Votes for                         Votes against                    Abstentions

9,777,022 shares, being        223,253,874 votes, being          -                                -
85.86% of the total number     100% (214,549,600 votes
of shares that could have      being cast in respect of the
been voted at the annual       ordinary      shares    and
general meeting, with          8,704,274 votes being cast
1,072,748 ordinary shares      in respect of the “N”
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted


Special Resolution 3.5: Appointment of the social and ethics committee
 
Actual shares voted            Votes for                       Votes against                     Abstentions
 
9,777,022 shares, being        223,253,874 votes, being         -                                -
85.86% of the total number     100% (214,549,600 votes
of shares that could have      being cast in respect of the
been voted at the annual       ordinary      shares    and
general meeting, with          8,704,274 votes being cast
1,072,748 ordinary shares      in respect of the “N”
being voted and 8,704,274      ordinary shares)
“N” ordinary shares being
voted

CHANGES TO THE BOARD OF DIRECTORS

Shareholders are referred to the announcements published on SENS on 30 August 2017 and 29 September 2017 and are advised that
HB Roberts, LK Sebatane and MR Molosiwa have been elected as directors of the company with effect from 17 November 2017.


17 November 2017


Sponsor
Java Capital

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