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Report on proceedings at the Annual General Meeting
PREMIER GROUP LIMITED
(formerly Premier Group Proprietary Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2007/016008/06)
ISIN: ZAE000320321
Share Code: PMR
("Premier" or "Company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
Shareholders are advised that, at the Annual General Meeting (AGM) of shareholders held on Tuesday, 5 September 2023 (in
terms of the Revised Notice dispatched on Tuesday, 8 August 2023), all the ordinary and special resolutions tabled thereat
were passed by the requisite majority of votes of Premier shareholders.
DETAILS OF THE RESULTS OF VOTING AT THE AGM ARE AS FOLLOWS:
Total number of ordinary shares in Total number of ordinary shares Percentage of ordinary shares present
issue: present and/or represented at the and/or represented at the AGM:
AGM:
128 905 800 123 258 644 96%
ORDINARY RESOLUTIONS
Ordinary resolution number 1: Election of Mr PRN Hayward-Butt as an Alternate Non-Executive Director to Mr JER
Matthews
Total shares voted: 123 256 518, being 95.62%
For*: 121 190 178, being 98.32%
Against*: 2 066 340, being 1.68%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 2: Re-election of Mr JER Matthews as a Non-Executive Director
Total shares voted: 123 256 518, being 95.62%
For*: 121 352 838, being 98.46%
Against*: 1 903 680, being 1.54%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 3: Re-election of Mr CJ Roodt as an Independent Non-Executive Director
Total shares voted: 123 256 518, being 95.62%
For*: 123 093 677, being 99.87%
Against*: 162 841, being 0.13%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 4.1: Election of Ms FN Khanyile as a member of the Audit and Risk Committee
Total shares voted: 123 256 518, being 95.62%
For*: 123 047 591, being 99.83%
Against*: 208 927, being 0.17%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 4.2: Election of Mr JER Matthews as a member of the Audit and Risk Committee
Total shares voted: 123 256 518, being 95.62%
For*: 121 306 571, being 98.42%
Against*: 1 949 947, being 1.58%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 4.3: Election of Mr H Ramsumer as a member of the Audit and Risk Committee
Total shares voted: 123 256 518, being 95.62%
For*: 123 083 197, being 99.86%
Against*: 173 321, being 0.14%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 5.1: Election of Ms FN Khanyile as a member of the Social and Ethics Committee
Total shares voted: 123 256 518, being 95.62%
For*: 123 093 858, being 99.87%
Against*: 162 660, being 0.13%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 5.2: Election of Mr JER Matthews as a member of the Social and Ethics Committee
Total shares voted: 123 256 518, being 95.62%
For*: 123 083 197, being 99.86%
Against*: 173 321, being 0.14%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 5.3: Election of Mr W Sihlobo as a member of the Social and Ethics Committee
Total shares voted: 123 256 518, being 95.62%
For*: 123 256 518, being 100.00%
Against*: 0, being 0.00%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 6: Re-appointment of PricewaterhouseCoopers Inc. as the Company’s independent
external auditors
Total shares voted: 123 256 518, being 95.62%
For*: 123 256 337, being 100.00%
Against*: 181, being 0.00%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 7: General authority to issue shares for cash
Total shares voted: 123 256 518, being 95.62%
For*: 108 424 350, being 87.97%
Against*: 14 832 168, being 12.03%
Abstain^: 2 126, being 0.00%
Ordinary resolution number 8: Non-binding advisory vote on the remuneration policy of the Company
Total shares voted: 123 256 473, being 95.62%
For*: 120 039 999, being 97.39%
Against*: 3 216 474, being 2.61%
Abstain^: 2 171, being 0.00%
Ordinary resolution number 9: Non-binding advisory vote on the implementation of the remuneration policy of the
Company
Total shares voted: 123 256 473, being 95.62%
For*: 121 770 358, being 98.79%
Against*: 1 486 115, being 1.21%
Abstain^: 2 171, being 0.00%
Ordinary resolution number 10: Authorisation to sign documents to give effect to resolutions
Total shares voted: 1 23 256 518, being 95.62%
For*: 123 256 337, being 100.00%
Against*: 181, being 0.00%
Abstain^: 2 126, being 0.00%
SPECIAL RESOLUTIONS
Special resolution number 1: Approval of Non-Executive Directors’ Fees
Total shares voted: 123 256 518, being 95.62%
For*: 123 256 337, being 100.00%
Against*: 181, being 0.00%
Abstain^: 2 126, being 0.00%
Special resolution number 2: Authority to provide financial assistance in terms of sections 44 and 45 of the Companies
Act
Total shares voted: 123 256 518, being 95.62%
For*: 121 188 978, being 98.32%
Against*: 2 067 540, being 1.68%
Abstain^: 2 126, being 0.00%
Special resolution number 3: General authority to repurchase shares
Total shares voted: 123 256 518, being 95.62%
For*: 122 270 401, being 99.20%
Against*: 986 117, being 0.80%
Abstain^: 2 126, being 0.00%
* Represented as a percentage of shares voted
^ Represented as a percentage of total ordinary shares in issue
Johannesburg
5 September 2023
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 05-09-2023 05:48:00
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