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Results of Annual General Meeting
MURRAY & ROBERTS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1948/029826/06
JSE Share Code: MUR
ADR Code: MURZY
ISIN: ZAE000073441
(“Murray & Roberts” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING (“AGM”)
Shareholders are hereby advised of the voting results in respect of the resolutions that were voted at the Murray
& Roberts AGM held today, Thursday, 1 November 2018.
Ordinary resolutions 1-4, to re-elect directors retiring by rotation, were withdrawn as at the time of the AGM, the
Company was still subject to a mandatory offer by ATON. The Takeover Regulations prescribed under the
Companies Act, 71 of 2008, impose certain restrictions on ATON (as an offeror) and the Company (as an offeree)
during the offer period. In this regard, Regulation 108 provides that no director may resign from an offeree
regulated company during an offer period. Accordingly, ordinary resolutions number 1 to 4 were thus withdrawn.
As the directors have no intent to repurchase shares in the Company during the offer period, special resolution
2 was also withdrawn from the AGM.
As at Friday, 26 October 2018, being the Voting Record Date, the total number of issued Murray & Roberts
ordinary shares was 444 736 118. The number of Murray & Roberts shares present or represented by proxy was
389,779,458 representing 87.64% of the issued share capital and 87.98% of the votable shares as at the Voting
Record Date.
Details of the voting results in respect of the resolutions are as follows:
TOTAL SHARES VOTED SHARES
ABSTAINED
RESOLUTION FOR AGAINST NUMBER %* %*
(%) (%)
Ordinary Resolution 1
WITHDRAWN
Election of R Havenstein as a director
Ordinary Resolution 2
WITHDRAWN
Election of N Langa-Royds as a director
Ordinary Resolution 3
WITHDRAWN
Election of K Spence as a director
Ordinary Resolution 4
WITHDRAWN
Election of H Laas as a director
Ordinary Resolution 5
Re-appointment of Deloitte & Touche as 74.63 25.37 389,767,990 87.6403 0.0026
external auditors
Ordinary Resolution 6
Approval of the remuneration policy 99.87 0.13 389,772,450 87.6413 0.0016
Ordinary Resolution 7
Approval of the implementation of the
remuneration policy 99.98 0.02 389,772,450 87.6413 0.0016
Ordinary Resolution 8
Appointment of D Radley as member and
Chairman of the Group Audit & Sustainability 99.99 0.01 194,912,330 43.8265 43.8163
Committee,
Ordinary Resolution 9
Appointment of E Mashilwane as member of 99.99 0.01 194,912,330 43.8265 43.8163
the Group Audit & Sustainability Committee
Ordinary Resolution 11
Appointment of K Spence as member of the 99.71 0.29 194,912,330 43.8265 43.8163
Group Audit & Sustainability Committee
Special Resolution 1
Approval of fees payable to non-executive 99.99 0.01 389,748,330 87.6358 0.0070
directors
Special Resolution 2
WITHDRAWN
General Authority to repurchase shares
Special Resolution 3
Financial assistance to related or inter-related 99.99 0.01 389,749,670 87.6361 0.0067
companies
*Expressed as a percentage of 444 736 118 Murray & Roberts ordinary shares in issue as at the Voting Record Date.
Bedfordview
1 November 2018
Sponsor
The Standard Bank of South Africa Limited
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