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SANTAM LIMITED - The Results of the 2025 Annual General Meeting of Santam Limited

Release Date: 02/06/2025 16:00
Code(s): SNT SNT07 SNT05 SNT06     PDF:  
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The Results of the 2025 Annual General Meeting of Santam Limited

SANTAM LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1918/001680/06
LEI: 37890092DC55C7D94B35
JSE Share Code: SNT & ISIN: ZAE000093779
A2X Share Code: SNT
NSX Share Code: SNM
Bond Company Code: BISAN
("Santam" or the Company" or "the Group")


THE RESULTS OF THE 2025 ANNUAL GENERAL MEETING OF SANTAM LIMITED

Shareholders and noteholders are herewith reminded of the Company's annual general meeting ("AGM"),
that was held entirely by electronic communication on Friday, 30 May 2025 at 14H00 SA time.

Notably to highlight, is that all the Ordinary Resolutions and the Special Resolutions that were proposed in
Santam's notice of its AGM that was published on 07 March 2025, were passed by the requisite majority of
votes of shareholders represented at the AGM.

The Company's voting results can be summarised as follows:


 LIST OF RESOLUTIONS                             VOTES           VOTES             VOTES           TOTAL
                                                   FOR         AGAINST         ABSTAINED           VOTES

 A. ORDINARY RESOLUTIONS

 Ordinary Resolution No. 1:
 To re-appoint KPMG as the                  93,919,006             574           171,375      93,919,580
 Company's independent external
 auditor for the 2025 financial year.             100%              0%             0.15%          81.58%

 Ordinary Resolution No. 2:
 To individually re-elect the following
 non-executive directors who were
 retiring by rotation:

 2.1 N Moholi                               92,980,259         939,321           171,375      93,919,580
     (Independent Non-Executive
     director)                                  99,00%           1,00%             0.15%          81.58%

 2.2 C Da Silva                             93,900,492          19,088           171,375      93,919,580
     (Independent Non-Executive
     director)                                  99.98%           0.02%             0.15%          81.58%

 2.3 P Speckmann                            93,829,126          90,454           171,375      93,919,580
     (Independent Non-Executive
     director)                                  99.90%           0.10%             0.15%          81.58%

 2.4 J Ngulube                              93,876,150          43,430           171,375      93,919,580
     (Independent Non-Executive
     director)                                  99.95%           0.05%             0.15%          81.58%

 Ordinary Resolution No. 3:
 To individually re-elect and re-
 appoint the following independent
 non-executive directors of the
 Company, as members of the Audit
 Committee:
 
 3.1 P Speckmann                            93,686,450         233,130           171,375      93,919,580
     (Independent Non-Executive             
     director)                                  99.75%           0.25%             0.15%          81.85%

 3.2 M Fandeso                              92,925,950         993,630           171,375      93,919,580
     (Independent Non-Executive
     director)                                  98.94%           1.06%             0.15%          81.58%

 3.3 D Loxton                               93,900,492          19,088           171,375      93,919,580
     (Independent Non-Executive
     director)                                  99.98%           0.02%             0.15%          81.58%

 Ordinary Resolution No. 4:
 To individually elect and appoint the
 following directors of the Company
 as members of the Social, Ethics
 and Sustainability Committee

 4.1 C Da Silva                             93,900,492          19,088           171,375      93,919,580
     (Independent Non-Executive
     director)                                  99.98%           0.02%             0.15%          81.58%

 4.2 J Ngulube                              93,879,704          39,876           171,375      93,919,580
     (Independent Non-Executive
     director)                                  99.96%           0.04%             0.12%          81.58%

 4.3 L Swartz                               93,818,067         101,513           171,375      93,919,580
     (Independent Non-Executive
     director)                                  99.98%           0.11%             0.15%          81.58%

 4.4 T Madzinga                             93,898,685          20,895           171,375      93,919,580
     (Executive director)
                                                99.98%           0.02%             0.15%          81.58%

 Ordinary Resolution No. 5:
 To cast a non-binding advisory vote
 on the Company's Remuneration
 Policy and its Remuneration
 Implementation Report

 5.1 Non-binding advisory vote on           85,862,748       8,056,242           171,965      93,918,990
     the Company's Remuneration
     Policy                                     91.42%           8.58%             0.15%          81.58%

 5.2 Non-binding advisory vote on           90,884,126       3,034,864           171,965      93,918,990
     the Company's Remuneration
     Implementation Report                      96.77%           3.23%             0.15%          81.58%

 Ordinary Resolution No. 6:                 89,855,528       4,064,052           171,375      93,919,580
 To place unissued shares under the         
 control of the directors                       95.67%           4.33%             0.15%          81,58%

 Ordinary Resolution No. 7:                 89,371,270       4,548,310           171,375      93,919,580
 To grant to the directors the general
 authority to issue shares for cash             95.16%           4.84%             0,15%          81.58%

 Ordinary Resolution No. 8:                 93,919,006             574           171,375      93,919,580
 To authorise any director of the         
 Company and, where applicable,                   100%           0.00%             0.15%          81.58%
 the Group Company Secretary, to
 implement the aforesaid Ordinary-
 and undermentioned Special            
 Resolutions

 B. SPECIAL RESOLUTIONS

 Special Resolution No. 1:
 To approve the remuneration of the         91,982,963       1,936,617           171,375      93 919 580
 non-executive directors of the           
 Company for their services for the             97.94%           2.06%             0.15%          81.58%
 period 01 July 2025 to 30 June
 2026                                       

 Special Resolution No. 2:
 To grant authority to the Company,         92,618,654       1,299,693           172,608      93,918,347
 or a subsidiary of the Company, to
 acquire the Company's shares                   98.62%           1.38%             0.15%          81.57%

 Special Resolution No. 3:
 To grant a general authority to            93,545,893         373,637           171,425      93,919,530
 provide financial assistance in
 terms of section 44 of the                     99.60%           0.40%             0.15%          81.58%
 Companies Act (as amended).
 
 Special Resolution No. 4:
 To grant a general authority to            93,656,202         263,328           171,425      93,919,530
 provide financial assistance in
 terms of section 45 of the                     99.72%           0.28%             0.15%          81.58%
 Companies Act (as amended)

 Special Resolution No. 5:                  93,847,590          71,990           171,375      93,919,580
 To amend the Trust Deed of the
 Santam Limited Share Incentive                 99.92%           0.08%             0.15%          81.58%
 Trust

 Nota Bene:
   a) The total number of shares that could be exercised at the meeting was 115,131,417.
   b) The total number of shares present/represented at the meeting (including proxies), as a percentage
      (%) of the voteable shares was 82%.
   c) The total number of shares present/represented at the meeting (including proxies) was 94,090,956.
   d) The percentage of shares voted for and against each resolution, is calculated in relation to the
      number of shares represented at the AGM.
   e) The percentage of shares abstained, and the total votes, is calculated in relation to the total number
      of shares that could be exercised at the meeting.


CAPE TOWN
02 June 2025


Equity and Debt Sponsor: Investec Bank Limited

NSX Sponsor to Santam
Simonis Storm Securities (Pty) Ltd
A Member of the Namibian Securities Exchange

Date: 02-06-2025 04:00:00
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