YORK TIMBER HOLDINGS LIMITED - Results of annual general meeting and details of engagement with shareholders

Results of annual general meeting and details of engagement with shareholders

York Timber Holdings Limited
Incorporated in the Republic of South Africa
Registration number: 1916/004890/06
JSE share code: YRK
ISIN: ZAE000133450
(“York” or the “Company”)

RESULTS OF ANNUAL GENERAL MEETING AND DETAILS OF ENGAGEMENT WITH SHAREHOLDERS

Results of Annual General Meeting

York shareholders (“Shareholders”) are advised that at the annual general meeting (“AGM”) of
Shareholders held on Wednesday, 6 November 2019, all the ordinary and special resolutions as set
out in the notice of AGM dated 27 September 2019, save for the non-binding ordinary resolutions
number 5.1 and 5.2 and ordinary resolution number 6, were approved by the requisite majority of
Shareholders present or represented by proxy.

All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the
percentage of votes carried for and against each resolution, are as follows:

Ordinary resolution number 1: Adoption of the consolidated and separate annual financial
statements

 Shares Voted             Abstained                For                       Against
 269 036 267              0.01%                    99.96%                    0.04%
 81.22%


Ordinary resolution number 2: Re-election of directors who retire by rotation (by separate
resolutions)

Ordinary resolution number 2.1: Dr Jim Myers

 Shares Voted             Abstained                For                       Against
 268 942 015              0.04%                    99.18%                    0.82%
 81.19%


Ordinary resolution number 2.2: Dr Azar Jammine

 Shares Voted             Abstained                For                       Against
 259 330 382              2.94%                    99.96%                    0.04%
 78.29%


Ordinary resolution number 2.3: Shakeel Meer

 Shares Voted             Abstained                For                       Against
 259 321 882              2.94%                    99.15%                    0.85%
 78.29%

To ratify the appointment of the following directors who were appointed by the Board as independent
non-executive directors of the Company with effect from 14 February 2019

Ordinary resolution number 2.4: Max Nyanteh

 Shares Voted            Abstained                 For                       Against
 259 327 902             2.94%                     99.15%                    0.85%
 78.29%


Ordinary resolution number 2.5: Hetisani Mbanyele-Ntshinga

 Shares Voted            Abstained                 For                       Against
 268 925 995             0.04%                     99.18%                    0.82%
 81.19%


Ordinary resolution number 2.6: Andries Brink

 Shares Voted            Abstained                 For                       Against
 259 341 402             2.94%                     99.15%                    0.85%
 78.29% 


Ordinary resolution number 3: Appointment of external auditor

 Shares Voted            Abstained                 For                       Against
 268 950 515             0.04%                     99.97%                    0.03%
 81.19%


Ordinary resolution number 4: Election of Audit Committee members (by separate resolutions)

Ordinary resolution number 4.1: Andries Brink

 Shares Voted            Abstained                 For                       Against
 257 227 383             3.57%                     99.96%                    0.04%
 77.66%


Ordinary resolution number 4.2: Dr Azar Jammine

 Shares Voted            Abstained                 For                       Against
 257 310 615             3.55%                     99.96%                    0.04%
 77.68%


Ordinary resolution number 4.3: Max Nyanteh

 Shares Voted            Abstained                 For                       Against
 257 216 363             3.58%                     99.96%                    0.04%
 77.65%

                                 *
Ordinary resolution number 5.1 : Endorsement of York’s remuneration policy

 Shares Voted            Abstained                 For                       Against
 269 044 767             0.01%                     17.12%                    82.88%
 81.22%

                                 *
Ordinary resolution number 5.2 : Endorsement of York’s remuneration implementation report

 Shares Voted            Abstained                 For                       Against
 269 036 267             0.01%                     17.12%                    82.88%
 81.22%


*As a result of more than 25% of the votes cast against non-binding ordinary resolutions number 5.1
and 5.2, York invites those Shareholders who voted against either of these resolutions to engage with
the Company. Further details of the method of engagement are set out at the end of this
announcement.

Ordinary resolution number 6: General authority to issue shares for cash

 Shares Voted            Abstained                 For                        Against
 268 940 515             0.04%                     70.83%                     29.17%
 81.19%


Ordinary resolution number 7**: Placing authorised but unissued shares under the control of the
Board

 Shares Voted            Abstained                 For                       Against
 268 940 515             0.04%                     69.34%                    30.66%
 81.19% 


** A modification to ordinary resolution number 7 was tabled at the AGM prior to proposing the
resolution. In terms of the modification, the Board will have control of the authorised but unissued
shares of York, subject to a limit of 10% of the issued ordinary share capital of the Company
(excluding treasury shares), representing not more than 31 604 801 ordinary shares in the issued
ordinary share capital of the Company.

Special resolution number 1: General authority to acquire (repurchase) shares

 Shares Voted            Abstained                For                       Against
 268 950 515             0.04%                    78.54%                    21.46%
 81.19%


Special resolution number 2: Financial assistance in terms of sections 44 and 45 of the Companies
Act
    
 Shares Voted          Abstained                 For                        Against
 268 929 495           0.04%                     99.97%                     0.03%
 81.19%




Notes
-     Percentages of shares voted are calculated in relation to the total issued share capital of York.
-     Percentages of shares for and against are calculated in relation to the total number of shares
      voted for each resolution.
-     Abstentions are calculated as a percentage in relation to the total issued share capital of York.

Details of engagement with shareholders

As required in terms of the King IV Report on Corporate Governance for South Africa, 2016 and
paragraph 3.84(k) of the JSE Limited Listings Requirements, York invites those Shareholders who
voted against non-binding ordinary resolutions number 5.1 and 5.2 (“Dissenting Shareholders”) to
engage with the Company regarding their views on York’s remuneration policy and remuneration
implementation report. Dissenting Shareholders may forward their concerns / questions regarding
York’s remuneration policy and the implementation thereof to the company secretary via email at
shsieh@york.co.za by 4pm on Friday, 8 November 2019. Following receipt of written communication
by the company secretary, such Dissenting Shareholders will be informed of the date and time to
attend a meeting (and for those who are unable to attend, participate via teleconference) with the
Chairman of the Remuneration Committee, Dr Azar Jammine (“Meeting”), to discuss the concerns /
questions raised. The venue of the Meeting and dial-in details will also be communicated to
Dissenting Shareholders who have forwarded their concerns / questions to the company secretary.

Sabie, Mpumalanga
7 November 2019

Sponsor
One Capital

Date: 07/11/2019 11:00:00
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