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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)
Share code: AFH
ISIN: ZAE000191516
("the Company” or “Alexander Forbes” or “the group”)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the twelfth (12th) annual general meeting (“AGM”) of the shareholders of Alexander Forbes held 6 September 2018, 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:
Votes cast disclosed Shares voted Shares abstained
as a percentage in disclosed as a disclosed as a
relation to the total Number of percentage in percentage in
Resolutions number of shares shares voted relation to the relation to the
voted at the meeting total issued total issued
For Against share capital share capital
Ordinary resolution 1.1: Election of Ms N Ford-Hoon (Fok) as a director 84.33% 15.67% 1 067 409 840 79.57% 3.47%
Ordinary resolution 1.2: Election of Ms NMC Nyembezi as a director 99.13% 0.87% 1 113 910 301 83.04% 0.00%
Ordinary resolution 1.3: Election of Ms NB Radebe as a director 99.93% 0.07% 1 113 910 801 83.04% 0.00%
Ordinary resolution 1.4: Election of Ms M Ramplin as a director 100.00% 0.00% 1 113 910 301 83.04% 0.00%
Ordinary resolution 1.5: Election of Mr RM Head as a director 100.00% 0.00% 1 113 910 301 83.04% 0.00%
Ordinary resolution 1.6: Election of Mr NG Payne as a director 98.74% 1.26% 1 113 910 301 83.04% 0.00%
Ordinary resolution 1.7: Re-election of Mr MD Collier as a director 72.08% 27.92% 1 113 910 801 83.04% 0.00%
Ordinary resolution 2.1: Election of Mr MD Collier as a member of the group risk and
audit committee 77.00% 23.00% 1 113 910 801 83.04% 0.00%
Ordinary resolution 2.2: Election of Mr RM Head as a member of the group risk and
audit committee 100.00% 0.00% 1 113 910 801 83.04% 0.00%
Ordinary resolution 2.3: Election of Mr NG Payne as a member of the group risk and
audit committee 99.31% 0.69% 1 113 910 801 83.04% 0.00%
Ordinary resolution 2.4: Election of Ms M Ramplin as a member of the group risk and
audit committee 100.00% 0.00% 1 113 910 801 83.04% 0.00%
Ordinary resolution 3.1: Election of Mr DJ Anderson as a member of the group social,
ethics and transformation committee 99.87% 0.13% 1 113 910 801 83.04% 0.00%
Ordinary resolution 3.2: Election of Mr AA Darfoor as a member of the group social,
ethics and transformation committee 85.09% 14.91% 1 113 910 801 83.04% 0.00%
Ordinary resolution 3.3: Election of Ms BJ Memela- Khambula as a member of the
group social, ethics and transformation committee 99.94% 0.06% 1 113 910 801 83.04% 0.00%
Ordinary resolution 3.4: Election of Ms NMC Nyembezi as a member of the group 99.65% 0.35% 1 113 910 801 83.04% 0.00%
social, ethics and transformation committee
Ordinary resolution 3.5: Election of Ms NB Radebe as a member of the group social,
ethics and transformation committee 99.94% 0.06% 1 113 910 801 83.04% 0.00%
Ordinary resolution 4: Re-appointment of PricewaterhouseCoopers Incorporated as
independent external auditors 92.15% 7.85% 1 113 910 801 83.04% 0.00%
Ordinary resolution 5.1: Approve, through an advisory vote, the company’s
remuneration policy 59.33% 40.67% 1 113 910 801 83.04% 0.00%
Ordinary resolution 5.2: Approve, through an advisory vote, the company’s
implementation report 60.59% 39.41% 1 113 910 801 83.04% 0.00%
Ordinary resolution 6: Approve amendments to the Alexander Forbes Long-term
incentive share plan 82.94% 17.06% 1 113 910 801 83.04% 0.00%
Ordinary resolution 7: Authorise directors and/or the group general counsel and
company secretary to implement the resolutions set out in the notice convening the
annual general meeting 100.00% 0.00% 1 113 900 801 83.04% 0.00%
Special Resolution 1.1: Approve fees for the period 1 October 2018 to the next general
meeting 88.98% 11.02% 1 113 910 801 83.04% 0.00%
Special Resolution 1.2: Approve reimbursement of value added tax losses suffered on
fees for the period 1 June 2017 to 30 September 2018 99.71% 0.29% 1 113 910 801 83.04% 0.00%
Special Resolution 2: Authorise financial assistance for subscription of securities 92.64% 7.36% 1 113 910 801 83.04% 0.00%
Special Resolution 3: Authorise financial assistance for related and interrelated
companies 95.82% 4.18% 1 113 910 801 83.04% 0.00%
Special Resolution 4: Authorise the directors to repurchase company shares in terms of
a general authority 97.52% 2.48% 1 113 910 301 83.04% 0.00%
Total issued share capital is 1 341 426 963.
Dissenting votes on the Company’s remuneration policy and implementation report
Following the release of the Company’s FY18 integrated annual report, the Company received a number of queries and comments from shareholders on both the
remuneration policy and implementation report. As a result, members of the Company’s management, together with Mr MD Collier (Remuneration Committee Chair)
and Ms N Nyembezi (Board Chair) engaged extensively with a number of shareholders. In response to these engagements, the Company voluntarily announced
additional information relating to the remuneration policy on the Stock Exchange News Service on 20 August 2018. The Remuneration Committee (Remco) is in the
process of thoroughly assessing all comments received and will ensure that all reasonable comments and feedback are considered in reviewing the remuneration
policy and implementation report holistically.
Despite these engagements the Company still received a material percentage of dissenting votes against the remuneration policy and implementation report.
Although the Company is confident that we have captured all concerns and comments already, which forms part of the information being considered by Remco, we
would like to invite any dissenting shareholders, that have not yet disclosed their concerns and comments to the Company, to submit these concerns in writing to the
Group General Counsel and Company Secretary by no later than 14 September 2018 on wesselsc@aforbes.com.
The Company will thereafter establish whether a further teleconference with dissenting shareholders is required and, if so, will communicate the details thereof in an
announcement.
In addition to interactions that have already taken place and the above further request, the Remco intends to continue with shareholder engagements in the following
weeks and further commits to proactively engaging with investors representing a majority of our issued shares, to specifically engage on remuneration and other
governance matters, early in 2019 through formal governance roadshows.
The Company acknowledges that remuneration disclosure requires improvement and recognises the need for greater detail surrounding the reward philosophy and
methodology to ensure that shareholders have a much better understanding of our practices and procedures.
Carina Wessels
Group General Counsel and Company Secretary
7 September 2018
Sandton
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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