CLOVER INDUSTRIES LIMITED - Report on proceedings at the annual general meeting

Report on proceedings at the annual general meeting

Clover Industries Limited
(Incorporated in the Republic of South Africa)
(Registration number 2003/030429/06)
NSX Ordinary Share code: CLN
Ordinary Share code: CLR ISIN No: ZAE000152377
(“Clover”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

At Clover’s 8th (eighth) annual general meeting (“AGM”) of shareholders
held yesterday, 26 November 2018, all the ordinary and special
resolutions proposed at the AGM were approved by the requisite majority
of votes. The voting statistics from the AGM are as follows:

                                                         Shares       Shares
                                                         voted        abstained
                                                         disclosed    disclosed
                                                         as a         as a
                                                         percentage   percentage
                       Votes carried                     in           in
                       disclosed as a                    relation     relation
                       percentage in                     to the       to the
                       relation to the                   total        total
                       total number of     Number of     issued       issued
                       shares voted at     shares        share        share
                       the meeting         voted         capital#     capital#
                       For       Against
Ordinary Resolutions
     Presentation
     of Annual
     Financial
1    Statements        100.00%    0.00%    154 880 669     81.16%       0.35%
     Re-election of
     non-executive
     director: Dr
2    SF Booysen        64.14%    35.86%    155 315 474     81.39%       0.13%
     Re-election of
     non-executive
     director: Ms
3    NV Mokhesi        92.88%     7.12%    155 315 504     81.39%       0.13%
     Re-election of
     non-executive
     director Dr JW
4    Basson            92.88%     7.12%    155 315 479     81.39%       0.13%
     Re-election of
     non-executive
     director Mr
5    JFM Morgan        92.88%     7.12%    155 315 479     81.39%       0.13%
     Re-appointment
     of External
     Auditors: EY
6    Inc               81.51%    18.49%    138 306 413     72.47%       9.04%
     Election of
     Audit and Risk
     Committee
     member: Dr SF
7    Booysen           70.35%    29.65%    126 881 529     66.49%      15.03%
     Election of
     Audit and Risk
     Committee
     member: Ms NV
8    Mokhesi           100.00%    0.00%    155 315 504     81.39%       0.13%
     Election of
     Audit and Risk
     Committee
     member: Ms B
9    Ngonyama          99.13%     0.87%    155 315 504     81.39%       0.13%
     Approval of
     the Clover
     Group
     Remuneration
10   Policy            95.15%     4.85%    155 313 463     81.39%       0.13%
     Approval of
     the Clover
     Group
     Remuneration
     Implementation
11   Report            84.69%    15.31%    155 313 554     81.39%       0.13%
Special Resolutions
     General
     authority to
1    repurchase
     shares            98.79%     1.21%    155 313 529     81.39%       0.13%
     Remuneration
     of Non-
     executive
2    directors         91.19%     8.81%    155 210 923     81.33%       0.18%
     Financial
     assistance in
     terms of
     section 45 of
     the Companies
3    Act               100.00%    0.00%    154 763 555     81.10%       0.42%

# issued share capital is 190,835,364 shares.

Johannesburg
27 November 2018

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

NSX Sponsor
IJG SECURITIES

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