AVI LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

AVI Limited
Registration Number 1944/017201/06
Share Code: AVI
ISIN: ZAE000049433
(“AVI” or “Company”)

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the Annual General Meeting (“AGM”) of AVI held at 11h00 on
Thursday, 7 November 2019 were as follows:


Resolution                  Resolution                   Number of      Percentage      For***      Against***     Abstained*
                                                        shares voted    of shares in
    Number                                                                                 %               %             %
                                                                           issue*
                                                                             %

1            Ordinary resolution                        272 122 030    81.03           100.00       0.00          0.35
             Approval of annual financial statements

2            Ordinary resolution                        272 331 600    81.09           99.99        0.01          0.28
             Re-appointment of Ernst & Young Inc. as
             the external auditors

3            Ordinary resolution                        266 455 696    79.34           94.71        5.29          2.03
             Re-election of J Hersov as a director

4            Ordinary resolution                        272 330 459    81.09           99.73        0.27          0.29
             Re-election of M Koursaris as a director

5            Ordinary resolution                        272 331 959    81.09           99.89        0.11          0.28
             Re-election of S Crutchley as a director

6            Ordinary resolution                        272 330 459    81.09           100.00       0.00          0.29
             Election of A Muller as a director

7            Ordinary resolution                        272 327 859    81.09           99.95        0.05          0.29
             Appointment of MJ Bosman as a
             member and Chairman of the Audit and
             Risk Committee

8            Ordinary resolution                        272 327 859    81.09           46.73        52.27         0.29
             Appointment of J Hersov as a member of
             the Audit and Risk Committee

9            Ordinary resolution                        272 327 859    81.09           100.00       0.00          0.29
             Appointment of A Muller as a member
             of the Audit and Risk Committee

10           Special resolution                         266 704 653    79.41           99.80        0.20          1.96
             Increase in fees payable to non-
             executive directors, excluding the
             Chairman of the Board and foreign non-
             executive director

11           Special resolution                         266 704 653    79.41         99.78         0.22   1.96
             Increase in fees payable to the Chairman
             of the Board

12           Special resolution                         266 704 653    79.41         99.79         0.21   1.96
             Increase in fees payable to the foreign
             non-executive director

13           Special resolution                         266 704 653    79.41         99.80         0.20   1.96
             Increase in fees payable to members of
             the Remuneration, Nomination and
             Appointments Committee

14           Special resolution                         266 704 653    79.41         99.80         0.20   1.96
             Increase in fees payable to members of
             the Audit and Risk Committee

15           Special resolution                         266 707 453    79.42         99.80         0.20   1.96
             Increase in fees payable to members of
             the Social and Ethics Committee

16           Special resolution                         266 704 653    79.41         99.80         0.20   1.96
             Increase in fees payable to the Chairman
             of the Remuneration, Nomination and
             Appointments Committee

17           Special resolution                         266 704 653    79.41         99.80         0.20   1.96
             Increase in fees payable to the Chairman
             of the Audit and Risk Committee

18           Special resolution                         266 707 453    79.42         99.80         0.20   1.96
             Increase in fees payable to the Chairman
             of the Social and Ethics Committee

19           Special resolution                         260 200 096    79.08**       99.65         0.35   1.99**
             General authority to buy-back shares

20           Ordinary Resolution                        266 467 093    79.34         90.91         9.09   2.03
             Non-binding advisory vote to endorse
             the remuneration policy
             Ordinary Resolution
21                                                      266 463 252    79.34         94.70         5.30   2.03
             Non-binding advisory vote to endorse
             the implementation report


*Based on 335 837 451 shares in issue at the date of the AGM.
**Based on 329 022 357 shares (excludes 6 815 094 share scheme shares) in issue at the date of the AGM.
***In relation to the total number of shares voted at the AGM.
Based on the above results, all resolutions were passed by the requisite majority of AVI shareholders present in person or
represented by proxy at the AGM, except for ordinary resolution 8: Appointment of J Hersov as a member of the Audit and
Risk Committee.

The AVI Remuneration, Nomination and Appointments Committee will address the composition of the Audit Committee in
due course.

Illovo
Sandton
7 November 2019

Sponsor
The Standard Bank of South Africa Limited

Date: 07/11/2019 04:54:00
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