CALGRO M3 HOLDINGS LIMITED - Results of Annual General Meeting

Release Date: 29/06/2018 15:30
Code(s): CGR
 
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Results of Annual General Meeting

CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2005/027663/06)
 Share code: CGR
 ISIN: ZAE000109203
(“Calgro M3” or “the Company”)



RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that at the Company’s annual general meeting of shareholders held today,
29 June 2018, all the resolutions as set out in the notice of annual general meeting, were duly
approved by the requisite majority of Calgro M3 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: 147 044 518
- Total number of issued ordinary shares net of treasury shares (“Total Votable Ordinary Shares”):
  136 618 700
- Total number of issued ordinary shares which were present/represented at the annual general
  meeting: 124 837 692 being 91.38% of the Total Votable Ordinary Shares.

Ordinary Resolutions
Ordinary resolution number one: Re-election of non-executive director –PF Radebe
For (1)                  Against (1)                 Abstentions (2)           Shares voted (3)
124 816 837, being       400, being                  20 455, being             124 817 237, being
100.00%                  0.00%                       0.01%                     91.36%

Ordinary resolution number two: Re-election of non-executive director –H Ntene
For (1)                  Against (1)                Abstentions (2)            Shares voted (3)
124 817 237, being       0, being                   20 455, being              124 817 237, being
100.00%                  0.00%                      0.01%                      91.36%

Ordinary resolution number three: Reappointment of Auditors (PricewaterhouseCoopers)
For (1)                  Against (1)               Abstentions (2)           Shares voted (3)
124 816 837, being       400, being                20 455, being             124 817 237, being
100.00%                  0.00%                     0.01%                     91.36%

Ordinary resolution number four: Appointment of Audit Committee member – RB Patmore
For (1)                  Against (1)               Abstentions (2)         Shares voted (3)
124 816 837, being       400, being                20 455, being           124 817 237, being
100.00%                  0.00%                     0.01%                   91.36%

Ordinary resolution number five: Appointment of Audit Committee member – ME Gama
For (1)                  Against (1)                Abstentions (2)        Shares voted (3)
124 816 837, being       400, being                 20 455, being          124 817 237, being
100.00%                  0.00%                      0.01%                  91.36%

Ordinary resolution number six: General payments to shareholders
For (1)                  Against (1)                Abstentions (2)          Shares voted (3)
124 817 237, being       0, being                   20 455, being            124 817 237, being
100.00%                  0.00%                      0.01%                    91.36%

Ordinary resolution number seven: Control of authorised but unissued shares
For (1)                  Against (1)                 Abstentions (2)           Shares voted (3)
120 488 523, being       4 328 194, being            20 975 being              124 816 717, being
96.53%                   3.47%                       0.02%                     91.36%

Ordinary resolution number eight: General authority to issue shares for cash
For (1)                  Against (1)                 Abstentions (2)           Shares voted (3)
120 488 823, being       4 328 414, being            20 455 being              124 817 237, being
96.53%                   3.47%                       0.02%                     91.36%

Special Resolutions
Special resolution number one: General authority to repurchase shares
For (1)                   Against (1)                 Abstentions (2)          Shares voted (3)
124 816 837, being        400, being                  20 455, being            124 817 237, being
100.00%                   0.00%                       0.01%                    91.36%

Special resolution number two: Remuneration of Non-executive Directors -1. Board appointees – 1.1
Chairperson
For (1)                    Against (1)             Abstentions (2)             Shares voted (3)
124 816 837, being         400, being              20 455, being               124 817 237, being
100.00%                    0.00%                   0.01%                       91.36%

Special resolution number two: Remuneration of Non-executive Directors -1. Board appointees – 1.2
Non-Executive Directors
For (1)                    Against (1)             Abstentions (2)             Shares voted (3)
124 816 837, being         400, being              20 455, being               124 817 237, being
100.00%                    0.00%                   0.01%                       91.36%

Special resolution number two: Remuneration of Non-executive Directors -2. Audit and Risk
Committee – 2.1 Chairperson
For (1)                    Against (1)             Abstentions (2)             Shares voted (3)
124 816 837, being         400, being              20 455, being               124 817 237, being
100.00%                    0.00%                   0.01%                       91.36%

Special resolution number two: Remuneration of Non-executive Directors -2. Audit and Risk
Committee – 2.2 Non-Executive Directors
For (1)                    Against (1)             Abstentions (2)             Shares voted (3)
124 816 837, being         400, being              20 455, being               124 817 237, being
100.00%                    0.00%                   0.01%                       91.36%

Special resolution number two: Remuneration of Non-executive Directors -3. Remuneration
Committee – 3.1 Chairperson
For (1)                    Against (1)             Abstentions (2)            Shares voted (3)
124 816 837, being         400, being              20 455, being              124 817 237, being
100.00%                    0.00%                   0.01%                      91.36%

Special resolution number two: Remuneration of Non-executive Directors -3. Remuneration
Committee – 3.2 Non-Executive Directors
For (1)                    Against (1)             Abstentions (2)            Shares voted (3)
124 816 837, being         400, being              20 455, being              124 817 237, being
100.00%                    0.00%                   0.01%                      91.36%

Special resolution number two: Remuneration of Non-executive Directors -4. Social and Ethics
Committee – 4.1 Chairperson
For (1)                    Against (1)             Abstentions (2)             Shares voted (3)
124 816 837, being         400, being              20 455, being               124 817 237, being
100.00%                    0.00%                   0.01%                       91.36%

Special resolution number two: Remuneration of Non-executive Directors -4. Social and Ethics
Committee – 4.2 Non-Executive Directors
For (1)                    Against (1)             Abstentions (2)             Shares voted (3)
124 816 837, being         400, being              20 455, being               124 817 237, being
100.00%                    0.00%                   0.01%                       91.36%

Special resolution number two: Remuneration of Non-executive Directors -5. Investment Committee
– 5.1 Chairperson
For (1)                    Against (1)             Abstentions (2)             Shares voted (3)
124 816 837, being         400, being              20 455, being               124 817 237, being
100.00%                    0.00%                   0.01%                       91.36%

Special resolution number two: Remuneration of Non-executive Directors -5. Investment Committee
– 5.2 Non-Executive Directors
For (1)                    Against (1)             Abstentions (2)             Shares voted (3)
124 816 837, being         400, being              20 455, being               124 817 237, being
100.00%                    0.00%                   0.01%                       91.36%

Special resolution number three: Authorising general financial assistance
For (1)                    Against (1)                Abstentions (2)             Shares voted (3)
124 816 837, being         400, being                 20 455, being               124 817 237, being
100.00%                    0.00%                      0.01%                       91.36%

Special resolution number four: Amendment to the rules of the Calgro M3 Executive Scheme Rules to
increase the limit pf the specific financial assistance that the Company may provide to Calgro M3
Executive Scheme Participants
For (1)                      Against (1)                  Abstentions (2)          Shares voted (3)
119 067 140, being           920, being                   21 755, being            119 068 060, being
100.00%                      0.00%                        0.02%                    87.15%

Special resolution number five: Specific financial assistance in respect of Calgro M3 Executive Scheme
For (1)                    Against (1)                   Abstentions (2)            Shares voted (3)
119 067 140, being         400, being                    22 275 being               119 067 540, being
100.00%                    0.00%                         0.02%                      87.15%

Non-Binding Advisory Endorsement of the Remuneration Philosophy (Policy)
For (1)                  Against (1)              Abstentions (2)                 Shares voted (3)
124 816 117, being       400, being               21 175, being                   124 816 517, being
100.00%                  0.00%                    0.02%                           91.36%

Non-Binding Advisory Endorsement of the Remuneration Implementation Report
For (1)                  Against (1)              Abstentions (2)          Shares voted (3)
124 816 117, being       400, being               21 175, being            124 816 517, being
100.00%                  0.00%                    0.02%                    91.36%

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.

The relevant special resolutions will be lodged with the Companies and Intellectual Property
Commission in due course.

Johannesburg
29 June 2018

Sponsor
Grindrod Bank Limited

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