ALEXANDER FORBES GROUP HOLDINGS LIMITED - Report on proceedings at the annual general meeting

Release Date: 07/09/2018 13:25
Code(s): AFH
 
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Report on proceedings at the annual general meeting

Alexander Forbes Group Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 2006/025226/06)
Share code: AFH
ISIN: ZAE000191516
("the Company” or “Alexander Forbes” or “the group”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At the twelfth (12th) annual general meeting (“AGM”) of the shareholders of Alexander Forbes held 6 September 2018, all the ordinary and special resolutions proposed at
the meeting were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows:

                                                                                         Votes cast disclosed                         Shares voted       Shares abstained
                                                                                          as a percentage in                          disclosed as a     disclosed as a
                                                                                         relation to the total      Number of         percentage in      percentage in
Resolutions                                                                                number of shares         shares voted      relation to the    relation to the
                                                                                         voted at the meeting                         total issued       total issued
                                                                                         For           Against                        share capital      share capital

Ordinary resolution 1.1: Election of Ms N Ford-Hoon (Fok) as a director                  84.33%        15.67%       1 067 409 840     79.57%             3.47%
Ordinary resolution 1.2: Election of Ms NMC Nyembezi as a director                       99.13%        0.87%        1 113 910 301     83.04%             0.00%
Ordinary resolution 1.3: Election of Ms NB Radebe as a director                          99.93%        0.07%        1 113 910 801     83.04%             0.00%
Ordinary resolution 1.4: Election of Ms M Ramplin as a director                          100.00%       0.00%        1 113 910 301     83.04%             0.00%
Ordinary resolution 1.5: Election of Mr RM Head as a director                            100.00%       0.00%        1 113 910 301     83.04%             0.00%
Ordinary resolution 1.6: Election of Mr NG Payne as a director                           98.74%        1.26%        1 113 910 301     83.04%             0.00%
Ordinary resolution 1.7: Re-election of Mr MD Collier as a director                      72.08%        27.92%       1 113 910 801     83.04%             0.00%
Ordinary resolution 2.1: Election of Mr MD Collier as a member of the group risk and
audit committee                                                                          77.00%        23.00%       1 113 910 801     83.04%             0.00%
Ordinary resolution 2.2: Election of Mr RM Head as a member of the group risk and
audit committee                                                                          100.00%       0.00%        1 113 910 801     83.04%             0.00%
Ordinary resolution 2.3: Election of Mr NG Payne as a member of the group risk and
audit committee                                                                          99.31%        0.69%        1 113 910 801     83.04%             0.00%
Ordinary resolution 2.4: Election of Ms M Ramplin as a member of the group risk and
audit committee                                                                          100.00%       0.00%        1 113 910 801     83.04%             0.00%
Ordinary resolution 3.1: Election of Mr DJ Anderson as a member of the group social,
ethics and transformation committee                                                      99.87%        0.13%        1 113 910 801     83.04%             0.00%
Ordinary resolution 3.2: Election of Mr AA Darfoor as a member of the group social,
ethics and transformation committee                                                      85.09%        14.91%       1 113 910 801     83.04%             0.00%
Ordinary resolution 3.3: Election of Ms BJ Memela- Khambula as a member of the
group social, ethics and transformation committee                                        99.94%        0.06%        1 113 910 801     83.04%             0.00%
Ordinary resolution 3.4: Election of Ms NMC Nyembezi as a member of the group            99.65%        0.35%        1 113 910 801     83.04%             0.00%
social, ethics and transformation committee
Ordinary resolution 3.5: Election of Ms NB Radebe as a member of the group social,
ethics and transformation committee                                                      99.94%        0.06%        1 113 910 801     83.04%             0.00%
Ordinary resolution 4: Re-appointment of PricewaterhouseCoopers Incorporated as
independent external auditors                                                            92.15%        7.85%        1 113 910 801     83.04%             0.00%
Ordinary resolution 5.1: Approve, through an advisory vote, the company’s
remuneration policy                                                                      59.33%        40.67%       1 113 910 801     83.04%             0.00%
Ordinary resolution 5.2: Approve, through an advisory vote, the company’s
implementation report                                                                    60.59%        39.41%       1 113 910 801     83.04%             0.00%
Ordinary resolution 6: Approve amendments to the Alexander Forbes Long-term
incentive share plan                                                                     82.94%        17.06%       1 113 910 801     83.04%             0.00%
Ordinary resolution 7: Authorise directors and/or the group general counsel and
company secretary to implement the resolutions set out in the notice convening the
annual general meeting                                                                   100.00%       0.00%        1 113 900 801     83.04%             0.00%
Special Resolution 1.1: Approve fees for the period 1 October 2018 to the next general
meeting                                                                                  88.98%        11.02%       1 113 910 801     83.04%             0.00%
Special Resolution 1.2: Approve reimbursement of value added tax losses suffered on
fees for the period 1 June 2017 to 30 September 2018                                     99.71%        0.29%        1 113 910 801     83.04%             0.00%
Special Resolution 2: Authorise financial assistance for subscription of securities      92.64%        7.36%        1 113 910 801     83.04%             0.00%
Special Resolution 3: Authorise financial assistance for related and interrelated
companies                                                                                95.82%        4.18%        1 113 910 801     83.04%             0.00%
Special Resolution 4: Authorise the directors to repurchase company shares in terms of
a general authority                                                                      97.52%        2.48%        1 113 910 301     83.04%             0.00%

Total issued share capital is 1 341 426 963.

Dissenting votes on the Company’s remuneration policy and implementation report
Following the release of the Company’s FY18 integrated annual report, the Company received a number of queries and comments from shareholders on both the
remuneration policy and implementation report. As a result, members of the Company’s management, together with Mr MD Collier (Remuneration Committee Chair)
and Ms N Nyembezi (Board Chair) engaged extensively with a number of shareholders. In response to these engagements, the Company voluntarily announced
additional information relating to the remuneration policy on the Stock Exchange News Service on 20 August 2018. The Remuneration Committee (Remco) is in the
process of thoroughly assessing all comments received and will ensure that all reasonable comments and feedback are considered in reviewing the remuneration
policy and implementation report holistically.

Despite these engagements the Company still received a material percentage of dissenting votes against the remuneration policy and implementation report.
Although the Company is confident that we have captured all concerns and comments already, which forms part of the information being considered by Remco, we
would like to invite any dissenting shareholders, that have not yet disclosed their concerns and comments to the Company, to submit these concerns in writing to the
Group General Counsel and Company Secretary by no later than 14 September 2018 on wesselsc@aforbes.com.
The Company will thereafter establish whether a further teleconference with dissenting shareholders is required and, if so, will communicate the details thereof in an
announcement.
In addition to interactions that have already taken place and the above further request, the Remco intends to continue with shareholder engagements in the following
weeks and further commits to proactively engaging with investors representing a majority of our issued shares, to specifically engage on remuneration and other
governance matters, early in 2019 through formal governance roadshows.

The Company acknowledges that remuneration disclosure requires improvement and recognises the need for greater detail surrounding the reward philosophy and
methodology to ensure that shareholders have a much better understanding of our practices and procedures.

Carina Wessels
Group General Counsel and Company Secretary

7 September 2018
Sandton

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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