PEMBURY LIFESTYLE GROUP LIMITED - Results of the Annual General Meeting ("AGM") and Change to the Board

Release Date: 05/11/2018 13:20
Code(s): PEM
 
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Results of the Annual General Meeting ("AGM") and Change to the Board

PEMBURY LIFESTYLE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2013/205899/06)
(“PL Group” or “the Company”)
ISIN Code: ZAE000222949      JSE Code: PEM


RESULTS OF ANNUAL GENERAL MEETING (“AGM”) AND CHANGE TO THE BOARD


Shareholders are advised that the Company’s AGM was held on Thursday, 1 November 2018. Details of
the results of voting were as follows:

Total number of shares in issue at the date of the AGM:                                   400 587 500
Total number of shares represented at the AGM:                                            294 644 821
Total percentage of shares represented at the AGM:                                             73.55%

The resolutions proposed at the AGM, together with the percentage of votes carried for and against
each resolution, are set out below:

                                                                Number of votes
                                                    For       Against          Abstain     Total Votes
                                                      %             %     (% of issued      (excluding
                                                                        share capital)    abstentions)
 Ordinary Resolution Number 1 –             294 171 991        73 830          399 000     294 245 821
 Presentation and acceptance of                  99.97%         0.03%            0.10%          73.45%
 annual financial statements
 Ordinary Resolution Number 2 –             176 163 840    118 097 981         383 000     294 261 821
 Director appointment – NZ Mthembu               59.87%         40.13%           0.10%          73.46%
 Ordinary Resolution Number 3 –              76 166 840    218 094 981         383 000     294 261 821
 Director retirement and re-election –           25.88%         74.12%           0.10%          73.46%
 B Moyo
 Ordinary Resolution Number 4 –             233 862 537     60 399 284         383 000     294 261 821
 Director retirement and re-election –           79.47%         20.53%           0.10%          73.46%
 GN Waters
 Ordinary Resolution Number 5 –             293 646 369        607 452         391 000     294 253 821
 Re-appointment and remuneration of              99.79%          0.21%           0.10%          73.46%
 Auditors
 Ordinary Resolution Number 6 –              75 966 840    218 294 981         383 000     294 261 821
 Appointment of Audit and Risk                   25.82%         74.18%           0.10%          73.46%
 Committee member – B Moyo
 Ordinary Resolution Number 7 –             235 767 037        630 452      58 247 332     236 397 489
 Appointment of Audit and Risk                   99.73%          0.27%          14.54%          59.01%
 Committee member – C Hechter
 Ordinary Resolution Number 8 –             293 619 369        642 452         383 000     294 261 821
 Appointment of Audit and Risk                   99.78%          0.22%           0.10%          73.46%
 Committee member – L Brits
 Ordinary Resolution Number 9 –             235 880 789        545 700      58 218 332     236 426 489
 Endorsement of Pembury’s                        99.77%          0.23%          14.53%          59.02%
 Remuneration Policy
 Ordinary resolution Number 10 -            235 780 789        645 700      58 218 332     236 426 489
 Endorsement of the implementation of            99.73%          0.27%          14.53%          59.02%
 Pembury’s Remuneration Policy
 Special Resolution Number 1 –              293 487 243        830 578         327 000     294 317 821
 General authority to allot and issue            99.72%          0.28%           0.08%          73.47%
 shares for cash
 Special Resolution Number 2 –              235 434 289     58 883 532         327 000     294 317 821
 Authority to issue shares or rights that        79.99%         20.01%           0.08%          73.47%
 may exceed 30% of voting power
 Special Resolution Number 3 –              248 928 292     45 397 529         319 000     294 325 821
 Ratification of non-executive director’s        84.58%         15.42%           0.08%          73.47%
 remuneration – NZ Mthembu
 Special Resolution Number 4 –              293 612 121        711 700         321 000     294 323 821
 Non-Executive directors’ remuneration           99.76%          0.24%           0.08%          73.47%
 Special Resolution Number 5 –              293 780 243        491 578         373 000     294 271 821
 Financial assistance in terms of Section        99.83%          0.17%           0.09%          73.46%
 44 of the Companies Act
 Special Resolution Number 6 –              293 780 243        491 578         373 000     294 271 821
 Financial assistance in terms of Section        99.83%          0.17%           0.09%          73.46%
 45 of the Companies Act
 Special Resolution Number 7 –              236 077 659     58 221 162         346 000     294 298 821
 Ratification of repurchase of shares            80.22%         19.78%           0.09%          73.47%
 Special Resolution Number 9 –              235 248 807     57 897 162       1 498 852     293 145 969
 General authority to acquire                    80.25%         19.75%           0.37%          73.18%
 (repurchase) shares

Shareholders are advised that special resolution number 8 was not proposed.

Shareholders are further advised that ordinary resolution numbers 3 and 6 were not approved and
accordingly Mr Moyo retires from the Board and as a member of the Audit and Risk Committee. This
retirement will result in a vacancy on the Audit and Risk Committee. The Board will commence with
the process of identifying candidates to fill this vacancy in order to ensure the correct composition of
this Committee.

By order of the board
Johannesburg
5 November 2018

Designated Advisor
Arbor Capital Sponsors

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