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Results of annual general meeting
ASTORIA INVESTMENTS LTD
(Incorporated in the Republic of Mauritius)
(Registration number 129785 C1/GBL)
SEM share code: ATIL.N0000
JSE share code: ARA NSX share code: ARO
ISIN: MU0499N00007
(“Astoria” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting of shareholders of the Company held on Thursday, 14 June 2018 (in
terms of the notice of annual general meeting dispatched to shareholders on 26 April 2018), all of the resolutions tabled at the
meeting, with the exception of ordinary resolution 7 and special resolution 11, were passed by the requisite majority of Astoria
shareholders, while ordinary resolutions 8 and 9 were voted against by more than 25% of the voting rights exercised in respect of
those resolutions.
Details of the results of voting at the annual general meeting are as follows:
- total number of Astoria shares that could have been voted at the annual general meeting: 122 954 726
- total number of Astoria shares that were present/represented at the annual general meeting: 89 227 197 being 72.57% of total
number of Astoria shares that could have been voted at the annual general meeting.
Ordinary Resolution 1: To receive and adopt the audited annual financial statements for the period ended 31 December 2017,
together with the directors’ report and independent auditor’s report thereon
Shares voted* For Against Abstentions^
88 549 409 shares 88 509 732 shares, being 99.96% 39 677 shares, being 0.04% 677 788 shares, being 0.55%
Ordinary Resolution 2.1: To re-elect Darryl Kaplan as a director
Shares voted* For Against Abstentions^
88 828 129 shares 53 486 019 shares, being 60.21% 35 342 110 shares, being 39.79% 399 068 shares, being 0.32%
Ordinary Resolution 2.2: To re-elect Tiffany Ann Purves as a director
Shares voted* For Against Abstentions^
88 828 129 shares 53 486 082 shares, being 60.21% 35 342 047 shares, being 39.79% 399 068 shares, being 0.32%
Ordinary Resolution 2.3: To re-elect Peter Graham Armitage as a director
Shares voted* For Against Abstentions^
88 550 209 shares 53 208 162 shares, being 60.09% 35 342 047 shares, being 39.91% 676 988 shares, being 0.55%
Ordinary Resolution 2.4: To re-elect Catherine McIlraith as a director
Shares voted* For Against Abstentions^
88 549 409 shares 53 207 362 shares, being 60.09% 35 342 047 shares, being 39.91% 677 788 shares, being 0.55%
Ordinary Resolution 2.5: To re-elect Peter Todd as a director
Shares voted* For Against Abstentions^
88 549 409 shares 53 148 729 shares, being 60.02% 35 400 680 shares, being 39.98% 677 788 shares, being 0.55%
Ordinary Resolution 2.6: To re-elect Tinesh Ramprusad as a director
Shares voted* For Against Abstentions^
88 549 409 shares 53 207 299 shares, being 60.09% 35 342 110 shares, being 39.91% 677 788 shares, being 0.55%
Ordinary Resolution 3: To re-appoint KPMG as auditors
Shares voted* For Against Abstentions^
88 549 344 shares 52 783 455 shares, being 59.61% 35 765 889 shares, being 40.39% 677 853 shares, being 0.55%
Ordinary Resolution 4: To approve the remuneration of the auditors
Shares voted* For Against Abstentions^
88 562 344 shares 88 492 776 shares, being 99.92% 69 568 shares, being 0.08% 664 853 shares, being 0.54%
Ordinary Resolution 5: To approve the remuneration of non-executive directors
Shares voted* For Against Abstentions^
88 508 535 shares 53 142 737 shares, being 60.04% 35 365 798 shares, being 39.96% 718 662 shares, being 0.58%
Ordinary Resolution 6: To authorise the Board of Directors to issue shares
Shares voted* For Against Abstentions^
88 558 109 shares 52 623 604 shares, being 59.42% 35 934 505 shares, being 40.58% 669 088 shares, being 0.54%
Ordinary Resolution 7: To authorise the Board of Directors to issue shares for cash
Shares voted* For Against Abstentions^
88 558 109 shares 32 877 837 shares, being 37.13% 55 680 272 shares, being 62.87% 669 088 shares, being 0.54%
Ordinary Resolution 8: To approve the remuneration policy by way of a non-binding advisory vote
Shares voted* For Against Abstentions^
88 535 509 shares 53 139 446 shares, being 60.02% 35 396 063 shares, being 39.98% 691 688 shares, being 0.56%
Ordinary Resolution 9: To approve the remuneration implementation report by way of a non-binding advisory vote
Shares voted* For Against Abstentions^
88 535 509 shares 53 139 446 shares, being 60.02% 35 396 063 shares, being 39.98% 691 688 shares, being 0.56%
Ordinary Resolution 10: To authorise a director and the Company Secretary to sign
Shares voted* For Against Abstentions^
88 549 109 shares 88 512 832 shares, being 99.96% 36 277 shares, being 0.04% 678 088 shares, being 0.55%
Special Resolution 11: Waiver of pre-emption rights
Shares voted* For Against Abstentions^
88 523 715 shares 41 142 477 shares, being 46.48% 47 381 238 shares, being 53.52% 703 482 shares, being 0.57%
Special Resolution 12: Financial assistance
Shares voted* For Against Abstentions^
88 542 689 shares 88 491 769 shares, being 99.94% 50 920 shares, being 0.06% 684 508 shares, being 0.56%
Special Resolution 13: Amendments to the Constitution
Shares voted* For Against Abstentions^
76 773 681 shares 76 723 821 shares, being 99.94% 49 860 shares, being 0.06% 12 451 516 shares, being 10.13%
*excluding abstentions
^ in relation to total shares in issue
Shareholders are advised that due to the non-binding advisory votes on the remuneration policy and the remuneration
implementation report being voted against by more than 25% of the voting rights exercised in respect of these resolutions, Astoria
extends an invitation to dissenting shareholders to engage with the company in order to address their concerns. Shareholders are
requested to address their concerns to the Chairman of the Remuneration Committee, by submitting an e-mail to Astoria’s company
secretary at kate@ocs.world by 30 June 2018. The Chairman of the Remuneration Committee will in turn contact dissenting
shareholders to engage further with them on their concerns.
Astoria has primary listings on the Stock Exchange of Mauritius and the Alternative Exchange of the JSE, and a secondary listing on
the main board of the Namibian Stock Exchange.
14 June 2018
This communique has been issued pursuant to SEM Listing Rule 11.3 and Rule 5(1) of the Securities (Disclosure Obligations of
Reporting Issuers) Rules 2007. The Board of Directors of Astoria Investments Ltd accepts full responsibility for the accuracy of the
information contained in this announcement.
JSE designated advisor +27 11 722 3050
Java Capital
Company secretary +230 650 4030
Osiris Corporate Solutions (Mauritius) Limited
NSX sponsor
Namibian Equity Broker (Pty) Ltd +264 (0)61 256666
Date: 14/06/2018 02:49:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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