NAMPAK LIMITED - Results of the annual general meeting

Release Date: 01/02/2018 17:12
Code(s): NPK
 
Wrap Text
Results of the annual general meeting

Nampak Limited
(Incorporated in the Republic of South Africa)
Registration Number: 1968/008070/06
Share Code: NPK
ISIN: ZAE 000071676
(“Nampak”)

Results of the annual general meeting of Nampak Limited held on
1 February 2018

Nampak shareholders are advised that the results of the business
conducted at the annual general meeting held on Thursday, 1 February
2018 at The Forum at The Campus, Wanderers building, 57 Sloane Street,
Bryanston, South Africa, are as follows:

•    On Friday, 26 January 2018, the record date of the annual general
     meeting, the total number of Nampak shares in issue was 689 766 631
     of which 644 695 777(excluding the treasury shares) were eligible to
     vote.
•    The total number of shares that were present in person or by proxy
     at the annual general meeting was 581 710 020 being 90.23% of the
     total number of Nampak shares that could have been voted at the
     annual general meeting.

1.   The audited annual financial statements of the Company and the
     Group, including the reports of the directors, external auditors,
     the audit committee and the social, ethics and transformation
     committee for the financial year ended 30 September 2017 were
     presented.

2.   Ordinary resolution number 1: to re-elect RJ Khoza as a director of
     the Company:
           For             Against         Abstain       Shares voted
          530 319 711       49 968 521       1 421 788      580 288 232
               91.39%            8.61%           0.22%           90.01%

3.   Ordinary resolution number 2: to re-elect TT Mboweni as a director
     of the Company:
           For            Against          Abstain      Shares voted
          571 235 428        9 050 823       1 423 769     580 286 251
               98.44%            1.56%           0.22%          90.01%

4.   Ordinary resolution number 3: to re-elect IN Mkhari as a director
     of the Company:
           For            Against         Abstain       Shares voted
          580 253 696           33 786      1 422 538     580 287 482
               99,99%            0.01%          0.22%          90.01%

5.   Ordinary resolution number 4: to re-elect E Ikazoboh as a director
     of the Company:
           For            Against          Abstain      Shares voted
          579 728 224          559 258       1 422 538     580 287 482
               99.90%            0.10%           0.22%          90.01%

6.   Ordinary resolution number 5: to elect J John as a director of the
     Company:
           For             Against         Abstain      Shares voted
          579 842 687          445 545       1 421 788     580 288 232
               99,92%            0.08%           0.22%          90.01%

7.   Ordinary resolution number 6: to elect MMF Seleoane as a director
     of the Company:
           For            Against         Abstain       Shares voted
          578 315 235        1 972 247      1 422 538     580 287 482
               99.66%            0.34%          0.22%          90.01%

8.   Ordinary resolution number 7: to re-appoint Deloitte & Touche as
     external auditors and to appoint T Kalan as the designated
     individual registered auditor:
           For             Against        Abstain      Shares voted
          562 595 105       17 706 327      1 408 588    580 301 432
               96.95%            3.05%          0.22%         90.01%

9.   Ordinary resolution number 8: to appoint RC Andersen as a member of
     the audit committee:
           For             Against         Abstain       Shares voted
          568 404 745       11 883 487       1 421 788      580 288 232
               97.95%            2.05%           0.22%           90.01%

10. Ordinary resolution number 9: to appoint NV Lila as a member of the
    audit committee:
          For             Against         Abstain       Shares voted
         580 262 896           24 586       1 422 538      580 287 482
                100%            0.00%           0.22%           90.01%

11. Ordinary resolution number 10: to appoint IN Mkhari as a member of
    the audit committee:
          For             Against         Abstain       Shares voted
         580 263 096           24 386       1 422 538     580 287 482
                100%            0.00%           0.22%          90.01%

12. Ordinary resolution number 11: to appoint J John as a member of the
    audit committee:
         For             Against          Abstain       Shares voted
        579 381 663          906 569        1 421 788     580 288 232
             99.84%            0.16%            0.22%          90.01%

13. To endorse on an advisory basis the company’s remuneration policy:
          For             Against          Abstain       Shares voted
         362 973 652      213 352 199        5 384 169     576 325 851
              62.98%           37.02%            0.84%          89.40%

14. To endorse on an advisory basis the implementation report of the
    company’s remuneration policy:
          For             Against       Abstain       Shares voted
         360 387 117      216 226 005     5 096 898     576 613 122
              62.50%           37.50%         0.79%          89.44%

   In order to give effect to the minimum measures referred to in King
   IV, and given that the remuneration policy and the implementation
   report were voted against by shareholders exercising 25% and more of
   the   voting  rights   exercised,  Nampak  invites   all  dissenting
   shareholders to submit their reasons for voting against the policy
   and the implementation report to Ms Kidd at Lynne.Kidd@nampak.com,
   whereafter, depending on the number and nature of submissions
   received, Nampak will contact such shareholders as soon as possible
   to arrange further engagement as required.

15. Special resolution number 1: to approve the fees payable to the
    non-executive directors with effect from 1 October 2017:
          For             Against          Abstain       Shares voted
         579 222 361        1 059 490        1 428 169     580 281 851
              99.82%            0.18%            0.22%          90.01%

16. Special resolution number 2: to authorise the board of directors of
    the company to provide financial assistance in terms of sections 44
    and 45 of the Companies Act:
          For             Against         Abstain       Shares voted
         405 284 610      175 875 200         550 210      581 159 810
              69.74%           30.26%           0.09%           90.14%

17. Special resolution number 3: to authorise the board of directors of
    the company to approve the general repurchase by the company or
    purchase by any of its subsidiaries of any of the company’s
    ordinary shares on the JSE Limited:
          For             Against         Abstain       Shares voted
         569 574 515        7 078 028       5 057 477     576 652 543
              98.77%            1.23%           0.78%          89.45%


18. Special resolution number 4: to authorise the board of directors of
    the company, when any general repurchase by the company takes
    place, to approve the purchase by the company of its issued shares
    from a director and/ or a prescribed officer of the company, and/or
    person related to a director or prescribed officer of the company:
         For             Against       Abstain       Shares voted
        555 436 942       21 217 582     5 055 496     576 654 524
             96.32%            3.68%         0.78%          89.45%

Bryanston
1 February 2018
Sponsor:
UBS South Africa (Pty) Ltd

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