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Results of annual general meeting
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE code: TRU; NSX code: TRW
ISIN: ZAE000028296
LEI 37890099AFD770037522
(“Truworths”, the “company” or the “group”)
RESULTS OF ANNUAL GENERAL MEETING
Truworths advises that at the annual general meeting (“AGM”) of the company’s shareholders
(“shareholders”) held through electronic participation on Thursday, 3 November 2022, all the ordinary
resolutions and special resolutions, as set out in the notice of the AGM dated Friday,
30 September 2022, were approved by the requisite majority of shareholders. The required special
resolutions are not required to be lodged with the Companies and Intellectual Property Commission.
Truworths’ total shares in issue were 408 498 899 (“shares in issue”) and shares in issue eligible to
vote at the AGM were 368 606 629 (“voteable shares”). The number of voteable shares is calculated
as the total number of Truworths shares in issue, less repurchased shares and share scheme shares
held by the group, on the meeting record date. The number of Truworths’ shares represented at the
AGM that participated electronically was 299 720 165, representing 81.31% of the voteable shares.
Details of the voting on the resolutions are as follows:
Item number 1: To receive and adopt the group and the company Audited Annual Financial
Statements, which include the Directors’ Report and the Audit Committee Report, for the period ended
3 July 2022
Shares Voted Shares Abstained Shares For Shares Against
297 839 732 1 880 433 297 390 878 448 854
80.80%# 0.51%#
99.85% 0.15%
72.91%^ 0.46%^
Item number 2: Re-election of directors
To re-elect by way of separate resolutions the following retiring directors:
• Mr RG Dow
Shares Voted Shares Abstained Shares For Shares Against
299 413 754 306 411 186 351 684 113 062 070
81.23%# 0.08%#
62.24% 37.76%
73.30%^ 0.08%^
• Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
299 413 754 306 411 276 088 462 23 325 292
81.23%# 0.08%#
92.21% 7.79%
73.30%^ 0.08%^
• Mr JHW Hawinkels
Shares Voted Shares Abstained Shares For Shares Against
299 413 754 306 411 295 799 801 3 613 953
81.23%# 0.08%#
98.79% 1.21%
73.30%^ 0.08%^
• Ms AMSS Mokgabudi
Shares Voted Shares Abstained Shares For Shares Against
299 417 684 302 481 297 254 011 2 163 673
81.23%# 0.08%#
99.28% 0.72%
73.30%^ 0.07%^
Item number 3: To renew the directors’ limited and conditional general authority over the authorised
but unissued ordinary shares of the company and treasury shares, including the authority to issue or
dispose of such shares for cash
Shares Voted Shares Abstained Shares For Shares Against
299 416 682 303 483 265 997 099 33 419 583
81.23%# 0.08%#
88.84% 11.16%
73.30%^ 0.07%^
Item number 4*: To give a limited and conditional general authority and mandate for the company or
its subsidiaries to acquire the company’s shares in issue
Shares Voted Shares Abstained Shares For Shares Against
299 408 096 312 069 288 484 059 10 924 037
81.23%# 0.08%#
96.35% 3.65%
73.29%^ 0.08%^
Item number 5: To re-appoint Ernst & Young Inc. as external auditor in respect of the Annual Financial
Statements to be prepared for the period ending 2 July 2023 and to authorise the Audit committee to
agree the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
299 414 052 306 113 180 194 153 119 219 899
81.23%# 0.08%#
60.18% 39.82%
73.30%^ 0.07%^
Item number 6*: To approve by way of separate resolutions the proposed fees of the non-executive
directors for the 12 month period from 1 January 2023 to 31 December 2023:
• Non-executive chairman
Shares Voted Shares Abstained Shares For Shares Against
299 406 335 313 830 297 605 623 1 800 712
81.23%# 0.09%#
99.40% 0.60%
73.29%^ 0.08%^
• Non-executive directors
Shares Voted Shares Abstained Shares For Shares Against
299 406 335 313 830 297 116 262 2 290 073
81.23%# 0.09%#
99.24% 0.76%
73.29%^ 0.08%^
• Audit Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 406 335 313 830 298 132 214 1 274 121
81.23%# 0.09%#
99.57% 0.43%
73.29%^ 0.08%^
• Audit Committee member
Shares Voted Shares Abstained Shares For Shares Against
299 406 335 313 830 298 132 214 1 274 121
81.23%# 0.09%#
99.57% 0.43%
73.29%^ 0.08%^
• Remuneration Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 406 335 313 830 298 132 214 1 274 121
81.23%# 0.09%#
99.57% 0.43%
73.29%^ 0.08%^
• Remuneration Committee member
Shares Voted Shares Abstained Shares For Shares Against
299 406 335 313 830 298 132 214 1 274 121
81.23%# 0.09%#
99.57% 0.43%
73.29%^ 0.08%^
• Risk Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
299 406 335 313 830 298 132 214 1 274 121
81.23%# 0.09%#
99.57% 0.43%
73.29%^ 0.08%^
• Nomination Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 406 335 313 830 298 132 214 1 274 121
81.23%# 0.09%#
99.57% 0.43%
73.29%^ 0.08%^
• Nomination Committee member
Shares Voted Shares Abstained Shares For Shares Against
299 406 335 313 830 298 132 214 1 274 121
81.23%# 0.09%#
99.57% 0.43%
73.29%^ 0.08%^
• Social and Ethics Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 407 635 312 530 297 605 623 1 802 012
81.23%# 0.08%#
99.40% 0.60%
73.29%^ 0.08%^
• Social and Ethics Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
299 407 635 312 530 298 132 214 1 275 421
81.23%# 0.08%#
99.57% 0.43%
73.29%^ 0.08%^
Item number 7: To confirm by way of separate resolutions the appointment of the following qualifying
independent non-executive directors to the company’s Audit Committee for the period until the next
AGM (subject where necessary to their re-appointment as directors of the company):
• Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
299 413 705 306 460 268 927 145 30 486 560
81.23%# 0.08%#
89.82% 10.18%
73.30%^ 0.08%^
• Ms D Earp
Shares Voted Shares Abstained Shares For Shares Against
299 416 335 303 830 291 808 312 7 608 023
81.23%# 0.08%#
97.46% 2.54%
73.30%^ 0.07%^
• Ms AMSS Mokgabudi
Shares Voted Shares Abstained Shares For Shares Against
299 417 635 302 530 297 553 400 1 864 235
81.23%# 0.08%#
99.38% 0.62%
73.30%^ 0.07%^
Item number 8**: To approve by way of separate non-binding advisory votes the group’s remuneration
policy and implementation report as set out in the company’s Remuneration Committee Report 2022:
• Remuneration policy
Shares Voted Shares Abstained Shares For Shares Against
299 403 754 316 411 209 429 479 89 974 275
81.23%# 0.09%#
69.95% 30.05%
73.29%^ 0.08%^
• Implementation report
Shares Voted Shares Abstained Shares For Shares Against
299 404 003 316 162 209 455 503 89 948 500
81.23%# 0.09%#
69.96% 30.04%
73.29%^ 0.08%^
Item number 9: To consider the report of the Social and Ethics Committee for the period ended
3 July 2022
Shares Voted Shares Abstained Shares For Shares Against
297 840 032 1 880 133 297 838 629 1 403
80.80%# 0.51%#
100.00% 0.00%
72.91%^ 0.46%^
Item number 10: To confirm the appointment of the following qualifying directors to the company’s
Social and Ethics Committee for the period until the next AGM:
• Mr TF Mosololi
Shares Voted Shares Abstained Shares For Shares Against
299 417 684 302 481 299 342 107 75 577
81.23%# 0.08%#
99.97% 0.03%
73.30%^ 0.07%^
• Ms M Makanjee
Shares Voted Shares Abstained Shares For Shares Against
299 417 684 302 481 281 313 904 18 103 780
81.23%# 0.08%#
93.95% 6.05%
73.30%^ 0.07%^
• Mr H Saven
Shares Voted Shares Abstained Shares For Shares Against
299 415 054 305 111 212 976 294 86 438 760
81.23%# 0.08%#
71.13% 28.87%
73.30%^ 0.07%^
• Mr EFPM Cristaudo
Shares Voted Shares Abstained Shares For Shares Against
299 415 054 305 111 299 265 407 149 647
81.23%# 0.08%#
99.95% 0.05%
73.30%^ 0.07%^
Item number 11*: To approve the provision of financial assistance by the company, as authorised by
the board, to group entities in accordance with section 45 of the Companies Act (No. 71 of 2008, as
amended)
Shares Voted Shares Abstained Shares For Shares Against
298 614 514 1 105 651 297 586 717 1 027 797
81.01%# 0.30%#
99.66% 0.34%
73.10%^ 0.27%^
Notes
* denotes a special resolution
- The percentages of shares voted is calculated in relation to the voteable shares [#] and the
shares in issue [^], respectively.
- The percentage of shares voted for and against are calculated in relation to the number of
shares voted in respect of the relevant resolution (excluding shares abstained).
- The percentage of shares abstained is calculated in relation to the voteable shares [#] and the
shares in issue [^], respectively.
** As the votes recorded against resolutions 8.1 and 8.2 exceeded 25%, the company will shortly publish
a SENS announcement detailing the date and time when, and the manner in which, the company will
engage with those shareholders who voted against these resolutions, and the outcome of such
engagement will be published in due course.
Cape Town
4 November 2022
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
Date: 04-11-2022 10:32:00
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