RH BOPHELO LIMITED - Results Of The Annual General Meeting Of The Company

Results Of The Annual General Meeting Of The Company

RH Bophelo Limited
(Previously Newshelf 1388 Proprietary Limited)
Incorporated in the Republic of South Africa
(Registration number: 2016/533398/06)
JSE share code: RHB, ISIN: ZAE000244737
(“RH Bophelo” or “the Company”)

RESULTS OF THE ANNUAL GENERAL MEETING OF THE COMPANY

Shareholders are advised that at the Annual General Meeting (“AGM”) of RH Bophelo shareholders held today on Monday, 30 July 2018, all resolutions
required to be passed in order to approve the proposed resolutions were passed by the requisite majority of shareholders, with the exception of ordinary
resolution number 15 relating to the non-binding endorsement of RH Bophelo’s remuneration policy.

Details of the results of the AGM are as follows:

-    total number of shares in issue (excluding treasury shares) that could have been voted at the AGM: 51,250,000; and
-    total number of shares present in person or by proxy was 49,911,660, representing 97.39% of the total shares in issue that could have been voted.

                                    Number of        % of                    For                        Against           Abstained, in relation to
                                   shares voted      total                                                                  total shares in issue
      Resolution proposed                           shares
                                                    voted

                                                                    Shares           %           Shares           %           Shares            %

Ordinary resolution number 1:       49 910 960      97.39%        49 910 960       100%             -             0%           700             0%
Approval of financial statements

Ordinary resolution number 2:       49 910 960      97.39%        49 910 960       100%             -             0%           700             0%
Re-election of Peter Mehlape as
director
Ordinary resolution number 3:     49 910 960   97.39%   49 910 960   100%   -   0%   700   0%
Re-election of Dion Mhlaba as
director

Ordinary resolution number 4:     49 910 960   97.39%   49 910 960   100%   -   0%   700   0%
Re-election of Solly Motuba as
director

Ordinary resolution number 5:     49 910 960   97.39%   49 910 960   100%   -   0%   700   0%
Re-election of Vuyokazi Nomvalo
as director

Ordinary resolution number 6:     49 910 960   97.39%   49 910 960   100%   -   0%   700   0%
Re-election of Kgaogelo
Ntshwana as director

Ordinary resolution number 7:     49 910 960   97.39%   49 910 960   100%   -   0%   700   0%
Re-election of John Oliphant as
director

Ordinary resolution number 8:     49 910 960   97.39%   49 910 960   100%   -   0%   700   0%
Re-election of David Sekete as
director

Ordinary resolution number 9:     49 910 960   97.39%   49 910 960   100%   -   0%   700   0%
Re-election of Londeka Shezi as
director

Ordinary resolution number 10:    49 910 960   97.39%   49 910 960   100%   -   0%   700   0%
Re-election of Quinton Zunga as
director

Ordinary resolution number 11:    49 910 960   97.39%   49 910 960   100%   -   0%   700   0%
Re-appointment of Londeka Shezi
as member of the Audit and Risk
Committee

Ordinary resolution number 12:      49 910 960   97.39%   49 910 960   100%         -         0%        700        0%
Re-appointment of Kgaogelo
Ntshwana as member of the
Audit and Risk Committee

Ordinary resolution number 13:      49 910 960   97.39%   49 910 960   100%         -         0%        700        0%
Re-appointment of Solly Motuba
as member of the Audit and Risk
Committee

Ordinary resolution number 14:      49 908 960   97.38%   49 908 960   100%         -         0%       2 700       0%
Re-appointment of Deloitte &
Touche as auditors

Ordinary resolution number 15:      49 910 960   97.39%   6 780 601    13.59%   43 130 359   *86.41     700        0%
Non-Binding endorsement of RH                                                                  %
Bophelo Limited’s remuneration
policy

Ordinary resolution number 16:      45 857 519   89.48%   42 427 160   92.52%   3 430 359    7.48%    4 054 141   7.91%
Unissued shares under the
control of the directors.

5% approved as per amended
resolution

Ordinary resolution number 17:      45 857 519   89.48%   42 427 160   92.52%   3 430 359    7.48%    4 054 141   7.91%
General authority to issue shares
for cash
5% approved as per amended
resolution

Special resolution number 1:       49 910 960      97.39%       49 910 960        100%            -            0%            700            0%
Remuneration of non-executive
directors

Special resolution number 2:       45 857 519      89.48%       45 857 519        100%            -            0%         4 054 141        7.91%
Inter-company financial
assistance

Special resolution number 3:       45 857 519      89.48%       45 857 519        100%            -            0%         4 054 141        7.91%
Financial assistance for the
subscription/or acquisition of
shares in the Company or a
related or inter-related company

Ordinary resolution number 18:     49 910 960      97.39%       49 910 960        100%            -            0%            700            0%
Authority for directors or
company secretary to implement
resolutions



*RH Bophelo hereby informs Shareholders that the Company does not have any employees. The Company has entered into a management agreement
with RH Bophelo Management Company (Pty) Ltd (“ManCo”), whereby the ManCo undertakes the recruitment of employees. RH Bophelo’s
remuneration policy has been developed to guide the ManCo within the principles of the remuneration policy.

As required in terms of the King IV Report on Corporate Governance for South Africa and paragraph 3.84(k) of the JSE Limited Listings Requirements, RH
Bophelo invites those Shareholders who voted against ordinary resolution number 15 (“Dissenting Shareholders”) to engage with the Company
regarding their views on RH Bophelo’s remuneration policy. Dissenting Shareholders may forward their concerns / questions regarding RH Bophelo’s
remuneration policy to Mr Dion Mhlaba, the financial director via email at dion@rhbophelo.co.za by 10am on Tuesday, 7 August 2018. Following receipt
of written communication by the financial director, such Dissenting Shareholders will be invited to attend a meeting with the Chairperson of the
Remuneration Committee, Dr Kgaogelo Ntshwana, at 10am on Wednesday, 8 August 2018 (“Meeting”), to discuss the concerns / questions raised. The
venue of the Meeting will be communicated to Dissenting Shareholders who have forwarded their concerns / questions to the financial director.


Johannesburg
30 July 2018


Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

Date: 30/07/2018 03:32:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.