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Results of the Annual General Meeting and Change to the Board
KAP LIMITED
(former name KAP Industrial Holdings Limited)
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
Share code: KAP
ISIN: ZAE000171963
LEI code: 3789001F51BC0045FD42
('KAP' or 'the Company')
RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGE TO THE BOARD
Shareholders are hereby advised that at the annual general meeting of the Company held at 15:00 on Tuesday,
21 November 2023 at the Protea Hotel, Techno Avenue, Technopark in Stellenbosch ("AGM"), all of the
resolutions were passed by the requisite majority of shareholders' votes.
Details of the results of the voting at the AGM are as follows:
Number
of shares voted Number of shares not
Votes in favour Votes against the AGM voted at the
of resolution as resolution as a as a AGM
a percentage of percentage of percenta (abstained) as
Resolutions total number of total number of Number of ge of a percentage of
proposed at the shares voted at shares voted at shares voted shares in shares in
AGM the AGM the AGM at the AGM issue* issue*
Ordinary resolution 100,00% 0,00%` 2 154 540 380 86,98% 0,05%
number 1:
Re-appointment of
independent
external audit firm
and individual
auditor
Ordinary resolution 99,81% 0,19% 2 154 540 380 86,98% 0,05%
number 2:
Confirmation and
re-election of JA
Holtzhausen
following his
appointment by the
board
Ordinary resolution
number 3:
Re-election of
directors who retire
by rotation and not
filling a vacancy:
3.1 V McMenamin 100,00% 0,00% 2 154 539 880 86,98% 0,05%
3.2 Z Fuphe 99,96% 0,04% 2 154 539 880 86,98% 0,05%
3.3 Not to fill the 99,95% 0,05% 2 154 539 880 86,98% 0,05%
vacancy left by the
retirement of KJ
Grové (for the time
being)
Ordinary resolution
number 4:
Election of audit
and risk committee
members:
4.1 KT Hopkins 99,98% 0,02% 2 154 186 765 86,96% 0,06%
4.2 Z Fuphe 99,98% 0,02% 2 154 540 380 86,98% 0,05%
4.3 SH Müller 94,91% 5,09% 2 154 540 380 86,98% 0,05%
4.4 TC Esau-Isaacs 99,92% 0,08% 2 154 518 380 86,98% 0,05%
Ordinary resolution 61,82% 38,18% 2 152 829 498 86,91% 0,11%
number 5:
Placing of
preference shares
under the control of
the directors for
commercial
purposes
Ordinary resolution
number 6:
Non-binding
advisory vote to
endorse KAP's:
6.1 80,20% 19,80% 1 568 478 361 63,32% 23,49%
Remuneration
policy
6.2 66,21% 33,79% 1 573 860 580 63,54% 23,49%
Implementation
report of the
remuneration policy
Ordinary resolution 98,19% 1,81% 2 147 469 779 86,68% 0,11%
number 7:
Ratification of
transactions
relating to personal
financial interests
arising from the
executive directors'
multiple intergroup
directorships
Special resolution
number 1:
Approval of fees
payable to non-
executive directors:
1.1 95,83% 4,17% 2 152 714 779 86,90% 0,12%
Independent non-
executive
chairperson
1.2 95,82% 4,18% 2 152 759 498 86,91% 0,12%
Lead independent
non-executive
director
1.3 95,86% 4,14% 2 152 737 498 86,91% 0,12%
Board member
1.4 94,14% 5,86% 2 152 759 998 86,91% 0,12%
Audit and risk
committee
chairperson
1.5 94,14% 5,86% 2 152 737 998 86,91% 0,12%
Audit and risk
committee member
1.6 95,86% 4,14% 2 152 759 498 86,91% 0,12%
Human capital and
remuneration
committee
chairperson
1.7 95,86% 4,14% 2 152 759 998 86,91% 0,12%
Human capital and
remuneration
committee member
1.8 95,86% 4,14% 2 152 759 998 86,91% 0,12%
Social and ethics
committee
chairperson
1.9 95,86% 4,14% 2 152 686 360 86,90% 0,12%
Social and ethics
committee member
1.10 95,86% 4,14% 2 152 707 860 86,90% 0,12%
Nomination
committee
chairperson
1.11 95,86% 4,14% 2 152 707 860 86,90% 0,12%
Nomination
committee member
1.12 100,00% 0,00% 2 152 707 860 86,90% 0,12%
Investment
committee
chairperson (fee
per formal meeting)
1.13 100,00% 0,00% 2 152 686 360 86,90% 0,12%
Investment
committee member
(fee per formal
meeting)
Special resolution 92,45% 7,55% 2 152 777 860 86,91% 0,12%
number 2:
General authority to
provide financial
assistance
Note:
*Total number of shares in issue as at the date of the AGM was 2 477 094 448. The Company has no treasury
shares.
Shareholders are further advised that ordinary resolution number 6.2 relating to the non-binding advisory vote
on the implementation of the remuneration policy, had been voted against by more than 25% of the votes
exercised by the Company's shareholders who were present in person or were represented by proxy at the
AGM. KAP invites those shareholders who have cast their non-binding advisory votes against its Remuneration
policy and/or the Implementation report on the Remuneration Policy ("Dissenting Shareholders"), to engage with
the Company to address their objections and/or concerns.
Dissenting Shareholders are invited to submit their objections/concerns/proposals/questions ("Responses") in
writing to the Company Secretary at bert.kok@kap.co.za before close of business on 12 December 2023.
Following receipt of the Responses, the Company's Human Capital and Remuneration committee will (i)
consider such Responses; and (ii) schedule appropriate engagements with the Dissenting Shareholders, where
required.
Change to the composition of the Board
Shareholders are referred to the announcement published on SENS on 23 October 2023 and the Company
herewith confirms Jo Grové's ("Jo") retirement as an independent non-executive director and a member of the
investment committee and of the human capital and remuneration committee with effect from the date of the
AGM, and in accordance with the Board succession plan.
The Board once again wishes to express its sincere gratitude to Jo, who has served the Company with distinction
since 2012.The Board wishes him well in his retirement. The nomination committee has reviewed the suitability
of the composition of the Board, following Jo's retirement, and is satisfied that the Board collectively has the
necessary skills and expertise to continue to operate efficiently until such time as a suitable candidate with the
relevant experience and expertise, has been found to replace Jo as an independent non-executive director on
the Board.
Stellenbosch
22 November 2023
Sponsor
PSG Capital
Date: 22-11-2023 10:00:00
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