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SUPER GROUP LIMITED - Results of Annual General Meeting

Release Date: 28/11/2023 13:21
Wrap Text
Results of Annual General Meeting

Super Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1943/016107/06)
Share code: SPG
Debt company code: BISGL
ISIN: ZAE000161832
("Super Group" or "the Company")

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that at the Annual General Meeting of Super Group shareholders held today, Tuesday, 28
November 2023, all of the resolutions were approved by the requisite majorities. Non-binding Advisory Resolutions 5
and 6, relating to the Company's Remuneration Policy and the Remuneration Implementation Report, were not
endorsed by shareholders.

As at Friday, 17 November 2023, being the Voting Record Date, the total number of issued Super Group ordinary
shares was 345 309 812 of which 6 817 404 are treasury shares not eligible to vote. The number of Super Group
shares present or represented by proxy was 287 972 473, representing 85.08% of the issued share capital of the
Company as at the Voting Record Date, excluding the treasury shares.

The voting results in respect of the resolutions proposed at the Annual General Meeting are as follows:

                                                                                                           SHARES
                                                          TOTAL SHARES VOTED                            ABSTAINED
RESOLUTION                                  FOR        AGAINST
                                            (%)            (%)               NUMBER            %*               %
Ordinary resolution 1
Re-election and election of directors
1.1 Mr Pitsi Mnisi                       96.75%          3.25%          286 608 065        84.67%           0.40%
1.2 Mr Simphiwe Mehlomakulu              96.72%          3.28%          286 608 065        84.67%           0.40%

Ordinary resolution 2
Appointment of auditors                  92.96%          7.04%          287 965 322        85.07%           0.00%

Ordinary resolution 3
Election of the Group Audit
Committee
3.1 Mr David Cathrall                    94.58%          5.42%          283 796 782        83.84%           1.23%
3.2 Mr Jack Phalane                      70.62%         29.38%          283 394 307        83.72%           1.35%
3.3 Ms Pitsi Mnisi                       99.75%          0.25%          283 796 782        83.84%           1.23%

Ordinary resolution 4
Election of the Group Social and
Ethics Committee
4.1 Ms Pitsi Mnisi                       99.75%          0.25%          283 796 782        83.84%           1.23%
4.2 Mr Simphiwe Mehlomakulu              99.75%          0.25%          283 796 782        83.84%           1.23%
4.3 Mr Peter Mountford                   99.76%          0.24%          287 762 993        85.01%           0.06%

Ordinary resolution 5
Endorsement of the Group                 50.01%         49.99%          225 909 057        66.74%          18.34%
Remuneration policy

Ordinary resolution 6
Endorsement of the implementation        60.79%         39.21%          287 960 822        85.07%           0.00%
of the Group Remuneration policy

Ordinary resolution 7
General authority to directors to        95.14%          4.86%          287 966 622        85.07%           0.00%
issue shares for cash



Special resolution 1
Approval of non-executive directors'     99.94%          0.06%          287 966 622        85.07%           0.00%
fees

Special resolution 2
Financial assistance to related or       98.97%          1.03%          287 966 622        85.07%           0.00%
inter-related companies

Special resolution 3
Financial assistance for subscription    98.97%          1.03%          287 966 622        85.07%           0.00%
of securities by related or inter-
related entities of the Company

Special resolution 4
Acquisition of securities by the         98.68%          1.32%          287 966 622        85.07%           0.00%
Company and/or its subsidiaries

* Based on 345 309 812 Super Group ordinary shares in issue, less treasury shares, as at the Voting Record date.

Request to Shareholders

The Board of the Company requests that the shareholders who voted against the Remuneration Policy and the
implementation of the Policy to engage with the Company by submitting related questions/comments to the
company secretary via e-mail at: john.mackay@supergrp.com on or before the close of business on Friday, 8
December 2023.

Sandton
28 November 2023

Equity Sponsor: Investec Bank Limited
Debt Sponsor: Rand Merchant Bank (a division of FirstRand Bank Limited)

Date: 28-11-2023 01:21:00
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