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 7th (seventh) annual general meeting (“AGM”) of shareholders
held yesterday, 28 November 2017, 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
                         Votes carried                       as a            as a
                         disclosed as a                      percentage      percentage                   
                         percentage in                       in              in
                         relation to the                     relation        relation            
                         total number of      Number of      to the          to the
                         shares voted at      shares         total           total              
                         the meeting          voted          issued          issued
                                                             share           share
                                                             capital#        capital#
                                                                    
                         For      Against
                                                                   
 Ordinary Resolutions                 
                                                                   
                                                                    
   
   Presentation of
1  Annual                98.04%    1.96%    166 421 342      87.21%          0.01%
   Financial
   Statements
   
   Re-election of
2  non-executive         83.61%   16.39%    166 122 851      87.05%          0.17%
   director: Mr WI
   Buchner
   
3  Re-election of
   non-executive         84.75%   15.25%    108 828 502      57.03%          30.19%
   director: Ms B
   Ngonyama
   
4  Re-appointment
   of External           87.82%   12.18%    166 423 090      87.21%          0.01%
   Auditors: EY
   Inc
   
   Election of
   Audit and Risk
   Committee
5  member: Dr SF         97.53%    2.47%    166 420 326      87.21%          0.01%
   Booysen 
                   
   Election of
   Audit and Risk
6  Committee             98.03%   1.97%     166 122 446      87.05%          0.17%
   member: Ms NV
   Mokhesi

   Election of
   Audit and Risk
7  Committee             95.96%   4.04%    108 827 996       57.03%          30.19%
   member: Ms B
   Ngonyama
   
8  Approval of the
   Clover Group          68.07%   31.93%   166 420 326       87.21%          0.01%
   Remuneration
   Policy

Special Resolutions
   
General
1 authority to
  repurchase
  shares                 96.57%   3.43%    166 424 025        87.21%         0.01%
   
  Remuneration of
2 Non-executive          91.36%   8.64%    166 420 025        87.21%         0.01%
  directors

# issued share capital is 190,835,364 shares

Shareholders are further advised that due to Ordinary Resolution Number
8 relating to the non-binding advisory votes on the Remuneration Policy
and the implementation of the Remuneration Policy being voted against by
more than 25% of Clover shareholders present in person or represented by
proxy at the AGM, an invitation will be extended to such dissenting
shareholders to engage with the Company. The manner and timing of such
engagement has not as yet been finalised and Clover will issue a further
announcement shortly including such details.

Johannesburg
29 November 2017

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

NSX Sponsor
IJG SECURITIES

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