KAP INDUSTRIAL HOLDINGS LIMITED - Results Of The Annual General Meeting

Results Of The Annual General Meeting

KAP INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
Share code: KAP
ISIN: ZAE000171963
(“KAP” or “the Company”)

RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are hereby advised that at the annual general meeting of the Company held at
14:00 today, Tuesday, 13 November 2018 at the Spier Hotel, Stellenbosch (“AGM”), all of the
resolutions were passed by the requisite majorities of the Company’s shareholders, save for
ordinary resolution number 4 (agenda item 6.1) and ordinary resolution 6 (agenda item 9),
which required favourable votes from 75% or more of all votes cast.

Details of the results of the voting at the AGM are as follows:

                                                Votes
                           Votes FOR         AGAINST
                            resolution      resolution                       Number
                                   as a            as a                    of shares      Number of
                           percentage      percentage                       voted at          shares
                               of total        of total                   AGM as a      ABSTAINED
                            number of       number of                     percentag             as a
 Resolutions                   shares          shares       Number of            e of    percentage
 proposed at the              voted at        voted at    shares voted     shares in    of shares in
 AGM                          AGM (%)        AGM (%)           at AGM      issue (%)       issue (%)
 
 Ordinary resolution
 number 1:
 Re-appointment of
 audit firm and
 individual auditor              87.97           12.03    2 311 807 814        86.01           0.02
 
 Special resolution
 number 1:
 Approval of fees
 payable to non-
 executive directors
 (agenda item 3):
 3.1 Independent non-
 executive Chairman              99.98            0.02    2 311 284 280        85.99           0.02
 3.2 Non-executive
 deputy chairman                 99.98            0.02    2 307 417 161        85.84           0.02
 3.3 Non-executive
 deputy chairman-
 additional services             99.14            0.86    2 307 417 161        85.84           0.02
 3.4 Member                      99.98            0.02    2 306 611 789        85.81           0.02
 3.5 Ad hoc meeting
 fees (fee per formal
 meeting)                        99.98            0.02    2 306 563 156        85.81           0.02
 3.6 Audit and risk
 committee chairman              99.98            0.02    2 311 776 015        86.01           0.02
 3.7 Audit and risk
 committee member                99.98            0.02    2 311 551 011        86.00           0.02
 3.8 Human
 resources and
 remuneration
 committee chairman              99.98            0.02    2 311 551 011        86.00           0.02
 3.9 Human
 resources and
 remuneration
 committee member                99.98            0.02    2 307 368 528        85.84           0.02
 3.10 Nomination
 committee chairman              99.98            0.02    2 311 235 647        85.99           0.02
 3.11 Nomination
 committee member                99.98            0.02    2 311 776 015        86.01           0.02
 3.12 Social and
 ethics committee
 chairman                        99.98            0.02    2 311 776 015        86.01           0.02
 3.13 Social and
 ethics committee
 member                          99.98            0.02    2 310 673 419        85.96           0.02
 3.14 Investment
 committee chairman              99.98            0.02    2 311 824 648        86.01           0.02
 3.15 Investment
 committee member                99.98            0.02    2 307 123 524        85.83           0.02

 Ordinary resolution
 number 2:
 Election of directors
 who retire by rotation
 and reducing the
 number of board
 members (agenda
 item 4):
 4.1 SH Müller                  97.71            2.29    2 229 270 680        82.94            3.08
 4.2 PK Quarmby                 100              0       2 311 861 208        86.01            0.02
 4.3 Reducing the
 number of directors
 on the board                   99.99            0.01    2 294 757 236        85.37            0.66
 
 Ordinary resolution
 number 3:
 Re-election of audit
 and risk committee
 members (agenda
 item 5):
 5.1 SH Müller                 98.93             1.07    2 229 270 680        82.94            3.08
 5.2 SH Nomvete                87.50             12.50   2 311 861 208        86.01            0.02
 5.3 PK Quarmby                100               0       2 311 861 208        86.01            0.02

 Ordinary resolution
 number 4:
 Placing of shares
 under the control of
 the directors for
 commercial purposes
 (agenda item 6):
 6.1 Ordinary Shares          67.27             32.73    2 311 807 285       86.01             0.02
 6.2 Preference
 Shares                       69.60             30.40    2 311 807 285       86.01             0.02
 
 Special resolution
 number 2:
 General authority to
 repurchase shares
 issued by the
 company                     98.63              1.37     2 311 861 478       86.01             0.02
 
 Ordinary resolution
 number 5:
 General authority to
 distribute share
 capital and reserves        99.99              0.01     2 311 861 478       86.01             0.02
 
 Ordinary resolution
 number 6:
 General authority to
 issue convertible
 instruments                 63.67             36.33     2 311 861 478       86.01             0.02
 
 Ordinary resolution
 number 7:
 Non-binding
 endorsement of
 (agenda item 10):
 10.1 Remuneration
 policy                     86.88             13.12     2 311 858 478       86.01              0.02
 10.2 Remuneration
 implementation
 report                     94.70             5.30      2 311 858 478       86.01              0.02
 
 Special resolution
 number 3:
 General authority to
 provide financial
 assistance                 94.03             5.97      2 311 861 478       86.01              0.02


Note:
Total number of shares in issue as at the date of the AGM was 2 698 434 755.

Johannesburg
13 November 2018

Sponsor
PSG Capital

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