TISO BLACKSTAR GROUP SE - Results Of The Annual General Meeting

Results Of The Annual General Meeting

Tiso Blackstar Group SE
(Incorporated in England and Wales)
(Company number SE 110)
(registered as an external company with
limited liability in the Republic of South Africa
under registration number 2011/008274/10)
Share code: TBG
ISIN: GB00BF37LF46
(“the Company”)


RESULTS OF THE ANNUAL GENERAL MEETING


Shareholders are hereby advised that at the annual general meeting of the Company held at
10:00am GMT (12:00pm SAST) today, Wednesday, 11 December 2019 at Berkeley Square
House, Berkeley Square, Mayfair, London W1J 6BD (“AGM”), all of the resolutions were
passed by the requisite majorities of the Company’s shareholders save for special resolution
number 11 which was withdrawn.

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

                                       Votes
                         Votes for     against
                         resolution    resolution
                         as a          as a                       Number of      Number of
                         percentage    percentage                 shares         shares
                         of total      of total                   voted at       abstained
                         number of     number of    Number of     AGM as a       as a
 Resolutions             shares        shares       shares        percentage     percentage
 proposed at the         voted at      voted at     voted at      of shares in   of shares in
 AGM                     AGM           AGM          AGM           issue          issue
 

 Ordinary resolution     98.97%        1.03%        238 457 139   88.32%         0.00%
 number 1:
 To receive and
 consider the
 auditor’s report, the
 strategic report, the
 directors’ report
 and the Accounts
 for the financial
 year ended 30
 June 2019
 
 Ordinary resolution     75.17%        24.83%       238 456 684   88.32%         0.00%
 number 2:
 To approve the
 Directors’
 Remuneration
 Report set out on
 pages 96 to 111 of
 the Integrated
 Annual Report for
 the financial year
 ended 30 June
 2019.
 
 Ordinary resolution     74.42%        25.58%      238 456 684    88.32%        0.00%
 number 3:
 To re-elect
 Nkululeko Leonard
 Sowazi as a
 non-executive
 director.
 
 Ordinary resolution     74.42%        25.58%       238 456 684    88.32%        0.00%
 number 4:
 To re-elect David
 Kwame Tandoh
 Adomakoh as a
 non-executive
 director.

 Ordinary resolution   98.54%           1.46%      238 456 684    88.32%         0.00%
 number 5:
 To re-appoint
 Deloitte LLP and
 Deloitte & Touche
 (JSE purposes
 only) as the
 auditors of the
 Company.

 Ordinary resolution   100%            0.00%       238 457 139    88.32%         0.00%
 number 6:
 To authorise the
 Audit Committee to
 determine the
 remuneration of the
 auditors.

 Ordinary resolution   76.92%          23.08%      238 458 231     88.32%         0.00%
 number 7:
 To authorise the
 Company and all
 companies that are
 subsidiaries of the
 Company to make
 political donations
 or incur political
 expenditure up to
 £90,000 in
 aggregate.
 
 Ordinary resolution   73.64%         26.36%     238 458 231     88.32%         0.00%
 number 8:
 To give the Board
 power to allot
 shares in the
 Company and to
 allot any
 convertible
 securities, up to a
 nominal amount of
 €20,957,235 being
 one-tenth of the
 existing issued
 share capital.

 Ordinary resolution     75.17%     24.83%     238 458 231     88.32%         0.00%
 number 9:
 To endorse, by way
 of a non-binding
 advisory vote, the
 Company’s
 Remuneration
 Policy, as set out in
 the Directors’
 Remuneration
 Report on pages
 102 to 106 of the
 Integrated Annual
 Report.

 Ordinary resolution     75.17%    24.83%      238 457 139     88.32%         0.00%
 number 10:
 To endorse by way
 of a non-binding
 advisory vote, the
 Company’s
 implementation
 report in regard to
 the Remuneration
 Policy, as set out in
 the Directors’
 Remuneration
 Report on pages
 107 to 111 of the
 Integrated Annual
 Report.


 Special resolution      98.54%    1.46%      238 458 231      88.32%         0.00%
 number 12:
 To authorise the
 Company to make
 market purchases
 of its Ordinary
 Shares, to a
 maximum number
 of 27,575,309
 Ordinary Shares.


 Special resolution      100%     0.00%      238 449 979      88.32%          0.00%
 number 13:
 To authorise the
 Company to reduce
 its share capital by
 cancelling and
 extinguishing €0.66
 of the amount paid
 up or credited as
 paid up on each of
 the issued Ordinary
 Shares in the
 capital of the
 Company and
 reducing the
 nominal value of
 each issued
 Ordinary Share to
 €0.10.

Note:
Total number of shares in issue as at the date of the AGM net of treasury shares was
269 994 681.

London
11 December 2019

Sponsor
PSG Capital

Date: 11-12-2019 02:15:00
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