TREMATON CAPITAL INVESTMENTS LIMITED - Change to the Board of Directors and results of Annual General Meeting

Change to the Board of Directors and results of Annual General Meeting

TREMATON CAPITAL INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1997/008691/06)
Share code: TMT
ISIN: ZAE000013991
("Trematon" or "the Company")



CHANGE TO THE BOARD OF DIRECTORS AND RESULTS OF THE ANNUAL GENERAL
MEETING




   1. Changes to the Board of Directors of the Company (“Board”) and withdrawal of resolutions

   1.1 Prior to the Annual General Meeting (“AGM”), Mr Murray Louw, who has served as an
       independent non-executive director of the Company for the past 15 years, advised the Board
       that he was no longer available for re-election to the Board and consequently retired as a
       director of the Company with effect from 26 January 2021. Mr Louw has played an important
       role in the governance and stewardship of the Company since the current Management took
       control in 2005. The Board is grateful to Mr Louw for his valuable contribution and long service
       to the Company and wishes him well in all his future endeavors.

       The Board will appoint a new non-executive director to replace Mr Louw, in line with its policies
       and corporate governance procedures. A SENS announcement will be released as soon as a
       replacement is appointed.

   1.2 Ordinary Resolutions Numbers 1.1 – Re-appointment of director – was withdrawn prior the
       commencement of the AGM as a result of Mr Louw’s decision to withdraw from re-election as
       a director.

   1.3 Ordinary Resolution Number 3.1 – The appointment of the Audit Committee for the ensuing
       year – Mr Louw withdrew from re-election prior to the commencement of the AGM and
       subsequent to the withdrawal of Ordinary Resolution number 1.1 this resolution has also been
       withdrawn.



   2. Results of Annual General Meeting

   The Board hereby advises that at the AGM of shareholders held on Wednesday, 27 January 2021,
   the following resolutions, as set out in the notice of AGM which was incorporated in the Integrated
   Annual Report distributed to shareholders on 30 November 2020, were duly approved by the
   requisite majority of shareholders present (in person or represented by proxy) and voting:
           Resolution                 Number of        % of        % of       % of        % of
                                        shares        shares       votes     votes        votes
                                       voted in      voted in     carried   against     abstained
                                     person or by   person or     for the     the
                                        proxy       by proxy1   resolution resolution
Section A - Ordinary
Resolutions
1.    Re-election of non-executive directors

1.2   To re-elect Mr. R Stumpf as     174 583 469    82.67%      95.62%      4.38%          0.02%
      a non-executive director 2
2.    To re-appoint the              174 583 469     82.67%      95.62%      4.38%          0.02%
      independent auditor and
      designated auditor 2
3.    Appointment of Audit and Risk Committee

3.2   To appoint Mr. R Lockhart-      174 583 469    82.67%       100%         0            0.02%
      Ross to the Audit and Risk
      Committee 2
3.3   To appoint Mr. JP Fisher to     174 583 469    82.67%       100%         0            0.02%
      the Audit and Risk
      Committee 2
4.    Remuneration policy

4.1  To approve the                   174 583 085    82.67%      95.62%      4.38%          0.02%
     remuneration policy (non-
     binding advisory vote) 3
4.2. To approve the                   174 583 085    82.67%      98.44%      1.56%          0.02%
     implementation of the
     remuneration policy (non-
     binding advisory vote) 3
5.   To approve the general           174 583 469    82.67%      95.62%      4.38%          0.02%
     authority to issue shares for
     cash 2
6.   To authorise directors to        174 583 469    82.67%       100%         0            0.02%
     implement the resolutions 2
Section B - Special Resolutions
1.    To amend the Memorandum         174 583 085    82.67%       100%         0            0.02%
      of Incorporation for
      electronic communication 3

2.    To authorise directors to       174 583 085    82.67%      95.62%      4.38%          0.02%
      provide financial assistance
      for subscription of
      securities3
    3.   To authorise directors to     174 583 085   82.67%      95.62%      4.38%          0.02%
         provide financial assistance
         to any director or prescribed
         officer of or to a related or
         interrelated company or
         corporation 3
    4.   To approve the general        174 583 469   82.67%      100%            0          0.02%
         authority to repurchase
         shares 2
    5.   To approve the authority to   174 583 085   82.67%      98.40%       1.60%         0.02%
         pay non-executive directors’
         fees 3

1
 Measured against issued share capital of 211 260 071 Trematon ordinary shares (“Shares”) less
79 716 treasury Shares which were repurchased and will be cancelled and delisted in due course.
2
    37 585 Shares abstained.
3
    37 969 Shares abstained.

The Special Resolutions, where appropriate, will be filed with the Companies and Intellectual Property
Commission.


Cape Town
27 January 2021


Sponsor
Sasfin Capital (a member of the Sasfin Group)

Date: 27-01-2021 04:30:00
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