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Results of Annual General Meeting
Imperial Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1946/021048/06
ISIN: ZAE000067211
JSE Share code: IPL
(“Imperial” or “Company”)
Results of Annual General Meeting (AGM)
Imperial is pleased to advise its shareholders that all the ordinary and special
resolutions proposed in the Notice of the AGM dated 14 September 2018 and tabled at
the Company’s AGM held today, Tuesday 30 October 2018, were passed by the requisite
majority of votes cast by shareholders. The voting details with respect to the
proposed resolutions were as follows:
Resolutions proposed Number of Percentage Percentage Percentage Percentage
shares voted of shares For** Against** Abstained*
voted*
Ordinary Resolution 1: Financial 165,718,763 79.05 100.00 0.00 0.64
Statements
Ordinary Resolution 2: Appointment of 166,946,972 79.63 85.00 15.00 0.05
Auditors
Ordinary Resolution 3.1: Appointment 166,946,632 79.63 99.15 0.85 0.05
of audit committee member – GW
Dempster
Ordinary Resolution 3.2: Appointment 166,946,632 79.63 96.77 3.23 0.05
of audit committee member – RJA Sparks
(Dingaan)
Ordinary Resolution 3.3: Appointment 166,946,632 79.63 99.20 0.80 0.05
of audit committee member – P Cooper
Ordinary Resolution 4.1: Re- 166,946,632 79.63 98.46 1.54 0.05
appointment of directors – P Cooper
Ordinary Resolution 4.2: Re- 164,775,887 78.60 76.52 23.48 1.09
appointment of directors – P Langeni
Ordinary Resolution 4.3: Re- 166,946,732 79.63 99.19 0.81 0.05
appointment of directors – T Skweyiya
Ordinary Resolution 5: Confirmation of 166,939,670 79.63 84.24 15.76 0.06
remuneration policy
Ordinary Resolution 6: Implementation 166,939,670 79.63 51.84 48.16 0.06
of remuneration policy
Special Resolution 1.1: Directors’ 166,979,292 79.65 99.90 0.10 0.04
fees – Chairman
Special Resolution 1.2: Directors’ 166,979,292 79.65 99.85 0.15 0.04
fees – Deputy Chairman & Lead
Independent Director
Special Resolution 1.3: Directors’ 166,979,292 79.65 99.94 0.06 0.04
fees – Board member
Special Resolution 1.4: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees – Assets and liabilities
committee chairman
Special Resolution 1.5: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees – Assets and liabilities
committee member
Special Resolution 1.6: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees – Audit and Risk committee
chairman
Special Resolution 1.7: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees – Audit and Risk committee member
Special Resolution 1.8: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees – Divisional Board member
Special Resolution 1.9: Directors’ 166,979,347 79.65 99.99 0.01 0.04
fees – Divisional Finance and Risk
Committee member
Special Resolution 1.10: Directors’ 166,979,347 79.65 99.99 0.01 0.04
fees – Remuneration committee chairman
Special Resolution 1.11: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees - Remuneration committee member
Special Resolution 1.12: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees – Nominations committee chairman
Special Resolution 1.13: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees - Nominations committee member
Special Resolution 1.14: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees – Social, ethics and
transformation committee chairman
Special Resolution 1.15: Directors’ 166,979,292 79.65 99.99 0.01 0.04
fees - Social, ethics and
transformation committee member
Special Resolution 2 – General 166,976,113 79.65 99.52 0.48 0.04
authority to repurchase company shares
Ordinary Resolution 7 - Authority over 166,947,072 79.63 96.19 3.81 0.05
unissued ordinary shares
Ordinary Resolution 8 – Authority to 166,947,072 79.63 95.85 4.15 0.05
issue shares for cash
Special Resolution 3 – S44 Financial 166,946,509 79.63 99.94 0.06 0.05
assistance
Special Resolution 4 – S45 Financial 166,946,509 79.63 99.91 0.09 0.05
assistance
* Based on the total number of shares in issue at the date of the AGM
** Based on the total number of shares present / represented by proxies at the AGM
In view of the 51.84% vote cast by Imperial shareholders in favour of Ordinary
resolution number 6 – Implementation of Remuneration Policy, being less than 75%
and triggering the requirement to consult with shareholders, Imperial has commenced
a process of engaging with material and concerned shareholders and will continue
with this process in the coming weeks.
Shareholders who voted against the Implementation of Remuneration Policy are
invited to engage with the company by submitting written questions/comments to the
company secretary via e-mail at: rventer@ih.co.za by no later than close of
business on Friday 9 November 2018.
Company Secretary
RA Venter
Bedfordview
30 October 2018
Sponsor:
Merrill Lynch South Africa (Pty) Limited
Date: 30/10/2018 04:51:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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