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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
JSE Share Code: AFH and ISIN: ZAE000191516
(Alexander Forbes or the group or the Company)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
Shareholders are advised that at the fifteenth (15th) annual general meeting (AGM) of the Company’s shareholders
held today, 3 September 2021, 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:
Resolutions Votes cast disclosed as Shares voted Shares
a percentage in relation disclosed as a abstained
to the total number of percentage in disclosed as a
shares voted at the Number of relation to the percentage in
meeting shares voted total issued relation to the
share capital total issued
share capital
For Against
Ordinary resolution 1.1: Election of
Mr AM Mazwai as a director 56.32% 43.68% 1,255,540,802 89.58% 0.00%
Ordinary resolution 1.2: Re-election of
Mr T Dloti as a director 99.04% 0.96% 1,255,550,802 89.58% 0.00%
Ordinary resolution 1.3: Re-election of
Mr NG Payne as a director 97.19% 2.81% 1,255,550,802 89.58% 0.00%
Ordinary resolution 2.1: Election of
Mr RM Head as a member of the group
audit and risk committee 60.80% 39.20% 1,255,550,802 89.58% 0.00%
Ordinary resolution 2.2: Election of
Mr AM Mazwai as a member of the
group audit and risk committee 56.35% 43.65% 1,255,540,802 89.58% 0.00%
Ordinary resolution 2.3: Election of
Mr NG Payne as a member of the
group audit and risk committee 97.21% 2.79% 1,255,550,802 89.58% 0.00%
Ordinary resolution 3.1: Election of
Mr DJ de Villiers as a member of the
group social, ethics and transformation
committee 99.95% 0.05% 1,255,544,311 89.58% 0.00%
Ordinary resolution 3.2: Election of
Mr T Dloti as a member of the group
social, ethics and transformation
committee 99.97% 0.03% 1,255,550,802 89.58% 0.00%
Ordinary resolution 3.3: Election of
Ms MR Nkadimeng as a member of the
group social, ethics and transformation
committee 98.13% 1.87% 1,255,540,802 89.58% 0.00%
Resolutions Votes cast disclosed as Shares voted Shares
a percentage in relation disclosed as a abstained
to the total number of percentage in disclosed as a
shares voted at the Number of relation to the percentage in
meeting shares voted total issued relation to the
share capital total issued
share capital
For Against
Ordinary resolution 4: Reappointment
of PricewaterhouseCoopers
Incorporated as independent external
auditors 91.92% 8.08% 1,255,545,802 89.58% 0.00%
Ordinary resolution 5.1: Approve,
through an advisory vote, the
company’s remuneration policy 91.19% 8.81% 1,255,488,242 89.58% 0.01%
Ordinary resolution 5.2: Approve,
through an advisory vote, the
company’s implementation report 57.99% 42.01% 1,255,488,242 89.58% 0.01%
Ordinary resolution 6: Authorise
directors and/or executive: governance,
legal and compliance to implement the
resolutions set out in the notice
convening the annual general meeting 99.97% 0.03% 1,255,550,802 89.58% 0.00%
Special resolution 1: Approve non-
executive directors’ fees for the period
1 October 2021 to the next annual
general meeting 99.97% 0.03% 1,255,488,242 89.58% 0.01%
Special resolution 2: Authorise financial
assistance for subscription of securities 99.52% 0.48% 1,255,550,802 89.58% 0.00%
Special resolution 3: Authorise financial
assistance for related and interrelated
companies 99.52% 0.48% 1,255,550,802 89.58% 0.00%
Special resolution 4: Authorise the
directors to repurchase company
shares in terms of a general authority 97.59% 2.41% 1,255,550,802 89.58% 0.00%
Total issued share capital is 1 401 541 409.
Prior to the AGM, the Company embarked on an extensive governance roadshow engaging with institutional
shareholders representing 70.2 per cent of its issued share capital. The governance roadshow, inter alia, dealt with
shareholder feedback on both the Company’s remuneration policy and its implementation report.
Despite these engagements, ordinary resolution number 5.2 (non-binding advisory vote on the remuneration
implementation report) has unfortunately received a vote against by more than 25% of the Company’s shareholders
present in person or represented by proxy.
The Board therefore again invites shareholders that have voted against and any other shareholders wishing to
engage on the remuneration implementation report, to reach out to the Company by:
1. Forwarding concerns or questions on the remuneration implementation report in writing and/or sending a request
to engage with the Company on the remuneration implementation report to the Executive: Governance, Legal
and Compliance at wesselsc@aforbes.com by no later than 15 September 2021.
2. Depending on the feedback received and specifically requests to engage, the Company will establish whether a
further teleconference with concerned shareholders is required and, if so, will communicate the details thereof in
an announcement.
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property
Commission in due course.
Carina Wessels
Executive: Governance, Legal and Compliance (company secretary)
3 September 2021
Sandton
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 03-09-2021 03:00:00
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