PEREGRINE HOLDINGS LIMITED - Results of Annual General Meeting

Release Date: 06/09/2018 17:10
Code(s): PGR
 
Wrap Text
Results of Annual General Meeting

PEREGRINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/006026/06)
Share code: PGR ISIN: ZAE000078127
("Peregrine" or "the company")


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Thursday, 6 September 2018 (in
terms of the notice dispatched on 31 July 2018) all the resolutions tabled thereat were passed by the requisite majority of
Peregrine shareholders, with the exception of ordinary resolution 9 in respect of a general authority to issue shares for
cash which was withdrawn at the commencement of the meeting and the non-binding advisory votes on Peregrine's
remuneration policy and remuneration implementation report which were voted against by more than 25% of votes
exercised at the meeting.

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

    - total number of Peregrine shares in issue as at the date of the annual general meeting: 226 065 696
    - total number of Peregrine shares that were present/represented at the annual general meeting: 163 813 895
      being 72.46% of the total number of Peregrine shares that could have been voted at the annual general meeting.

Ordinary resolution 1: To adopt the financial statements of the company for the year ended 31 March 2018, including
the Directors' Report and reports of the Audit Committee and the Social and Ethics Committee

 Shares voted*                  For                            Against                      Abstentions^
 162 968 132, being 72.09%      162 968 132, being 100%        -                            845 763, being 0.37%

Ordinary resolution 2: To re-elect SA Melnick as a director of the company

 Shares voted*                  For                            Against                      Abstentions^
 149 383 888, being 66.08%      117 007 734, being 78.33%      32 376 154, being 21.67%     14 430 007, being 6.38%

Ordinary resolution 3: To re-elect P Goetsch as a director of the company

 Shares voted*                  For                            Against                      Abstentions^
 162 287 226, being 71.79%      161 298 653, being 99.39%      988 573, being 0.61%         1 526 669, being 0.68%

Ordinary resolution 4: To confirm the appointment of C Coward as a director of the company

 Shares voted*                  For                            Against                      Abstentions^
 162 287 226, being 71.79%      160 173 870, being 98.70%      2 113 356, being 1.30%       1 526 669, being 0.68%

Ordinary resolution 5: To confirm the appointment of B Tlhabanelo as a director of the company

 Shares voted*                  For                            Against                      Abstentions^
 163 787 226, being 72.45%      163 787 226, being 100%        -                            26 669, being 0.01%

Ordinary resolution 6: To re-appoint the auditors, Deloitte & Touche and Jose Lito Sousa Nunes as the individual
registered auditor and to fix their remuneration

 Shares voted*                  For                            Against                      Abstentions^
 163 787 226, being 72.45%      158 099 500, being 96.53%      5 687 726, being 3.47%       26 669, being 0.01%

Ordinary resolution 7: To appoint the following members of the Audit Committee:

 -      7.1:   SI Stein as a member and Chairman of the Audit Committee

 Shares voted*                  For                            Against                      Abstentions^
 163 787 226, being 72.45%      159 249 707, being 97.23%      4 537 519, being 2.77%       26 669, being 0.01%

 -      7.2:   S Sithole as a member of the Audit Committee

 Shares voted*                  For                            Against                      Abstentions^
 163 787 226, being 72.45%      161 463 973, being 98.58%      2 323 253, being 1.42%       26 669, being 0.01%

 -      7.3:   BC Beaver as a member of the Audit Committee

 Shares voted*                  For                            Against                      Abstentions^
 163 787 226, being 72.45%      157 749 707, being 96.31%      6 037 519, being 3.69%       26 669, being 0.01%

Ordinary resolution 8: To place unissued shares under directors' control

 Shares voted*                  For                            Against                      Abstentions^
 163 787 226, being 72.45%      110 987 616, being 67.76%      52 799 610, being 32.24%     26 669, being 0.01%

Ordinary resolution 9: To approve a general authority to issue shares for cash

 WITHDRAWN

Ordinary resolution 10: To authorise the directors or the company secretary to sign documentation

 Shares voted*                  For                            Against                      Abstentions^
 163 787 226, being 72.45%      163 640 618, being 99.91%      146 608, being 0.09%         26 669, being 0.01%

Special resolution 1: To approve the fees payable to non-executive directors

 Shares voted*                  For                            Against                      Abstentions^
 163 787 226, being 72.45%      162 287 226, being 99.08%      1 500 000, being 0.92%       26 669, being 0.01%

Special resolution 2: To grant a general authority to directors to repurchase company shares

 Shares voted*                  For                            Against                      Abstentions^
 163 566 311, being 72.35%      162 577 490, being 99.40%      988 821, being 0.60%         247 584, being 0.11%

Special resolution 3: Financial assistance to related and inter-related parties

 Shares voted*                  For                            Against                      Abstentions^
 163 787 226, being 72.45%      163 787 090, being 100%        136, being 0.00%             26 669, being 0.01%
Non-binding advisory vote 1: Endorsement of the remuneration policy

 Shares voted*                  For                            Against                      Abstentions^
 163 285 025, being 72.23%      83 062 816, being 50.87%       80 222 209, being 49.13%     528 870, being 0.23%

Non-binding advisory vote 2: Endorsement of the remuneration implementation report

 Shares voted*                  For                            Against                      Abstentions^
 161 648 155, being 71.50%      77 338 713, being 47.84%       84 309 442, being 52.16%     2 165 740, being 0.96%
* shares voted in relation to total shares in issue (excluding abstentions)
^ in relation to total shares in issue (excluding treasury shares)

In respect of the non-binding advisory votes on the endorsement of the remuneration policy and the endorsement of the
remuneration implementation report, Peregrine has already commenced an engagement process with the dissenting
shareholders to ascertain their concerns on both the remuneration policy and remuneration implementation report and will
continue to do so.

Peregrine extends an invitation to all shareholders, who have not yet engaged with the company and who have concerns
on the remuneration policy and/or the remuneration implementation report, to address their concerns to the Chairman of
the Remuneration Committee, Mr Clive Beaver at clivebeaver@telkomsa.net by 14 September 2018. Peregrine will
consider all concerns and take steps to address legitimate and reasonable objections and concerns.

Peregrine will keep shareholders informed of the progress made in this regard.

6 September 2018


Joint sponsor
Java Capital


Joint sponsor
Deloitte & Touche Sponsor

Date: 06/09/2018 05:10:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Email this JSE Sens Item to a Friend.

Share This Story