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Results of annual general meeting
ROLFES HOLDINGS LIMITED
Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF & ISIN: ZAE000159836
("Rolfes" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are hereby advised that, at the annual general meeting
of shareholders of the Company held today, 25 January 2018 at First
Floor, The Oval West, Wanderers Office Park, 52 Corlett Drive,
Illovo, all the proposed ordinary and special resolutions, as set
out in the notice of annual general meeting contained in the
Integrated Report for the financial year ended 30 June 2017, which
was posted to shareholders on 21 December 2018, were passed by the
requisite majority of shareholders present and voting, in person or
by proxy.
Details of the results of voting at the annual general meeting are
as follows:
- Total number of issued ordinary shares: 161 942 800
- Total number of issued ordinary shares net of treasury shares
(“Total Votable Ordinary Shares”): 161 301 468
- Total number of issued ordinary shares which were
present/represented at the annual general meeting: 107 573 839
being 67% of the Total Votable Ordinary Shares.
Ordinary resolution number 1.1:
Re-election of director, SS Mafoyane
For Against Abstentions Shares voted
106 353 160, 110 050, being 1 110 629, being 106 463 210,
being 99.90% 0.10% 0.69% being 66.00%
Ordinary resolution number 1.2:
Re-election of director, JR Winer
For Against Abstentions Shares voted
106 438 160, 75 050, being 1 060 629, being 106 513 210,
being 99.93% 0.07% 0.66% being 66.03%
Ordinary resolution number 1.3:
Re-election of director, MG Mokoka
For Against Abstentions Shares voted
106 077 705, 385 505, being 1 110 629, being 106 463 210,
being 99.64% 0.36% 0.69% being 66.00%
Ordinary resolution number 1.4:
Election of director, CS Seabrooke
For Against Abstentions Shares voted
106 502 767, 23 250, being 1 047 822, being 106 526 017,
being 99.98% 0.02% 0.65% being 66.04%
Ordinary resolution number 1.5:
Election of director, RM Buttle
For Against Abstentions Shares voted
106 469 960, 43 250, being 1 060 629, being 106 513 210,
being 99.96% 0.04% 0.66% being 66.03%
Ordinary resolution number 1.6:
Election of director, AP Broodryk
For Against Abstentions Shares voted
106 453 160, 60 050, being 1 060 629, being 106 513 210,
being 99.94% 0.06% 0.66% being 66.03%
Ordinary resolution number 2.1:
Election of Audit and Risk Committee member, MG Mokoka
For Against Abstentions Shares voted
106 060 961, 402 249, being 1 110 629, being 106 463 210,
being 99.62% 0.38% 0.69% being 66.00%
Ordinary resolution number 2.2:
Election of Audit and Risk Committee member, MM Dyasi
For Against Abstentions Shares voted
106 337 910, 125 300, being 1 110 629, being 106 463 210,
being 99.88% 0.12% 0.69% being 66.00%
Ordinary resolution number 2.3:
Election of Audit and Risk Committee member, DM Mncube
For Against Abstentions Shares voted
106 337 910, 125 300, being 1 110 629, being 106 463 210,
being 99.88% 0.12% 0.69% being 66.00%
Ordinary resolution number 2.4:
Election of Audit and Risk Committee member, SS Mafoyane
For Against Abstentions Shares voted
106 062 455, 400 755, being 1 110 629, being 106 463 210,
being 99.62% 0.38% 0.69% being 66.00%
Ordinary resolution number 3: Appointment of external auditors
For Against Abstentions Shares voted
86 780 396, 19 951 121, 842 702, being 106 731 517,
being 81.31% being 18.69% 0.52% being 66.17%
Ordinary resolution number 4:
General authority to allot and issue ordinary shares
For Against Abstentions Shares voted
102 932 835, 3 806 302, being 834 702, being 106 739 137,
being 96.43% 3.57% 0.52% being 66.17%
Ordinary resolution number 5: Authority to implement resolutions
For Against Abstentions Shares voted
106 679 467, 50 050, being 844 322, being 106 729 517,
being 99.95% 0.05% 0.52% being 66.17%
Advisory vote on remuneration policy
For Against Abstentions Shares voted
106 369 316, 150 735, being 1 053 788, being 106 520 051,
being 99.86% 0.14% 0.65% being 66.04%
Special resolution number 1:
Approval of non-executive directors’ remuneration
For Against Abstentions Shares voted
106 247 645, 220 946, being 1 105 248, being 106 468 591,
being 99.79% 0.21% 0.69% being 66.01%
Special resolution number 2:
General authority to issue shares for cash
For Against Abstentions Shares voted
102 706 345, 3 833 342, being 1 034 152, being 106 539 687,
being 96.40% 3.60% 0.64% being 66.05%
Special resolution number 3:
General authority to repurchase shares
For Against Abstentions Shares voted
106 525 687, 32 500, being 1 015 652, being 106 558 187,
being 99.97% 0.03% 0.63% being 66.06%
Special resolution number 4:
General authority to provided financial assistance to related or
inter-related entities
For Against Abstentions Shares voted
106 316 430, 195 001, being 1 062 408, being 106 511 431,
being 99.82% 0.18% 0.66% being 66.03%
Notes:
(1) The votes carried for and against each individual resolution are
disclosed as a percentage in relation to the total number of ordinary
shares voted (whether in person or by proxy) in respect of such
individual resolution at the annual general meeting.
(2)The total number of ordinary shares abstained in respect of each
individual resolution (whether in person or by proxy) is disclosed as
a percentage in relation to the Total Votable Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person or
by proxy) at the annual general meeting in respect of each individual
resolution is disclosed as a percentage in relation to the Total
Votable Ordinary Shares.
Johannesburg
25 January 2018
Sponsor: Grindrod Bank Limited
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