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Results of AGM, engagement with shareholders on the remuneration policy & implementation report, change to the board
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/017491/06)
JSE and A2X code: TRU
NSX code: TRW
ISIN: ZAE000028296
LEI: 37890099AFD770037522
("Truworths", the "company" or the "group")
RESULTS OF ANNUAL GENERAL MEETING, ENGAGEMENT WITH SHAREHOLDERS REGARDING THE GROUP'S
REMUNERATION POLICY AND IMPLEMENTATION REPORT, AND CHANGE TO THE BOARD OF DIRECTORS
RESULTS OF ANNUAL GENERAL MEETING
Truworths advises that at the annual general meeting ("AGM") of the company's shareholders
("shareholders") held virtually through electronic participation on Thursday, 6 November 2025, all the
ordinary resolutions and special resolutions, as set out in the notice of the AGM dated
Friday, 26 September 2025, were approved by the requisite majority of shareholders.
Truworths' total shares in issue are 406 498 899 ("shares in issue") and shares in issue eligible to vote
at the AGM were 366 414 951 ("voteable shares"). The number of voteable shares is calculated as the
total number of Truworths shares in issue, less repurchased shares and share scheme shares held by
the group, on the meeting record date. The number of Truworths' shares that were represented and
participated electronically at the AGM was 306 971 500, representing 83.78% of the voteable shares.
Having regard for the notes below, details of the voting on the resolutions are as follows:
Item number 1: To receive and adopt the group and the company Audited Annual Financial
Statements, which include the Directors' Report and the Audit Committee Report, for the period ended
29 June 2025
Shares Voted Shares Abstained Shares For Shares Against
306 804 785 166 715 306 804 341 444
83.73%# 0.05%#
100.00% 0.00%
75.47%^ 0.04%^
Item number 2: Re-election and election of directors
To re-elect by way of separate resolutions the following retiring directors:
• Mr H Hawinkels
Shares Voted Shares Abstained Shares For Shares Against
306 969 074 2 426 306 536 037 433 037
83.78%# 0.00%#
99.86% 0.14%
75.52%^ 0.00%^
• Ms D Motsepe
Shares Voted Shares Abstained Shares For Shares Against
306 969 074 2 426 287 725 974 19 243 100
83.78%# 0.00%#
93.73% 6.27%
75.52%^ 0.00%^
• Ms AMSS Mokgabudi
Shares Voted Shares Abstained Shares For Shares Against
306 969 074 2 426 299 266 635 7 702 439
83.78%# 0.00%#
97.49% 2.51%
75.52%^ 0.00%^
• Mr WG Muller
Shares Voted Shares Abstained Shares For Shares Against
306 969 074 2 426 306 806 354 162 720
83.78%# 0.00%#
99.95% 0.05%
75.52%^ 0.00%^
Item number 3: To renew the directors' limited and conditional general authority over the authorised
but unissued ordinary shares of the company and treasury shares, including the authority to issue or
dispose of such shares for cash
Shares Voted Shares Abstained Shares For Shares Against
306 969 573 1 927 280 970 894 25 998 679
83.78%# 0.00%#
91.53% 8.47%
75.52%^ 0.00%^
Item number 4*: To give a limited and conditional general authority and mandate for the company or
its subsidiaries to acquire the company's shares
Shares Voted Shares Abstained Shares For Shares Against
306 960 406 11 094 306 742 462 217 944
83.77%# 0.00%#
99.93% 0.07%
75.51%^ 0.00%^
Item number 5: To appoint Deloitte & Touche as external auditor in respect of the Annual Financial
Statements to be prepared for the period ending 28 June 2026 and to authorise the Audit Committee
to agree the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
306 971 174 326 301 354 086 5 617 088
83.78%# 0.00%#
98.17% 1.83%
75.52%^ 0.00%^
Item number 6*: To approve by way of separate resolutions the proposed annual fees of the non-
executive directors with effect from 1 January 2026:
• Non-executive chairman
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 704 122 265 452
83.78%# 0.00%#
99.91% 0.09%
75.52%^ 0.00%^
• Lead independent director
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 300 585 746 6 383 828
83.78%# 0.00%#
97.92% 2.08%
75.52%^ 0.00%^
• Non-executive directors
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 300 412 664 6 556 910
83.78%# 0.00%#
97.86% 2.14%
75.52%^ 0.00%^
• Audit Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 704 122 265 452
83.78%# 0.00%#
99.91% 0.09%
75 52%^ 0.00%^
• Audit Committee member
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 704 122 265 452
83.78%# 0.00%#
99.91% 0.09%
75.52%^ 0.00%^
• Remuneration Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 704 122 265 452
83.78%# 0.00%#
99.91% 0.09%
75.52%^ 0.00%^
• Remuneration Committee member
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 702 122 267 452
83.78%# 0.00%#
99.91% 0.09%
75.52%^ 0.00%^
• Risk Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 702 122 267 452
83.78%# 0.00%#
99.91% 0.09%
75.52%^ 0.00%^
• Nomination Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 702 122 267 452
83.78%# 0.00%#
99.91% 0.09%
75.52%^ 0.00%^
• Nomination Committee member
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 702 122 267 452
83.78%# 0.00%#
99.91% 0.09%
75.52%^ 0.00%^
• Social and Ethics Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 702 122 267 452
83.78%# 0.00%#
99.91% 0.09%
75.52%^ 0.00%^
• Social and Ethics Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
306 969 573 1 927 306 702 122 267 451
83.78%# 0.00%#
99.91% 0.09%
75.52%^ 0.00%^
Item number 7: To confirm by way of separate resolutions the appointment of the following qualifying
independent non-executive directors to the company's Audit Committee for the period until the next
AGM (subject where necessary to their appointment or re-appointment as directors of the company):
• Mr BM Deegan
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 295 016 265 11 953 309
83.78%# 0.00%#
96.11% 3.89%
75.52%^ 0.00%^
• Ms D Earp
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 301 221 605 5 747 969
83.78%# 0.00%#
98.13% 1.87%
75.52%^ 0.00%^
• Ms AMSS Mokgabudi
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 299 266 345 7 703 229
83.78%# 0.00%#
97.49% 2.51%
75.52%^ 0.00%^
Item number 8: To approve by way of separate non-binding advisory votes the group's remuneration
policy and implementation report as set out in the company's Remuneration Committee Report included
in the group's Integrated Report 2025:
• Remuneration policy**
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 193 929 537 113 040 037
83.78%# 0.00%#
63.18% 36.82%
75.52%^ 0.00%^
• Implementation report**
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 188 290 181 118 679 393
83.78%# 0.00%#
61.34% 38.66%
75.52%^ 0.00%^
Item number 9: To consider and adopt the report of the Social and Ethics Committee for the period
ended 29 June 2025
Shares Voted Shares Abstained Shares For Shares Against
306 805 285 166 215 305 829 892 975 393
83.73%# 0.05%#
99.68% 0.32%
75.48%^ 0.04%^
Item number 10: To confirm the appointment of the following qualifying directors to the company's
Social and Ethics Committee for the period until the next AGM (subject where necessary to their
appointment or re-appointment as directors of the company):
• Mr TF Mosololi
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 806 063 163 511
83.78%# 0.00%#
99.95% 0.05%
75.52%^ 0.00%^
• Mr H Saven
Shares Voted Shares Abstained Shares For Shares Against
289 820 096 17 151 404 235 101 021 54 719 075
79.10%# 4.68%#
81.12% 18.88%
71.30%^ 4.22%^
• Mr EFPM Cristaudo
Shares Voted Shares Abstained Shares For Shares Against
306 969 574 1 926 306 196 283 773 291
83.78%# 0.00%#
99.75% 0.25%
75.52%^ 0.00%^
Item number 11*: To approve the provision of financial assistance by the company, as authorised by
the board, to group entities in accordance with section 45 of the Companies Act (No. 71 of 2008, as
amended)
Shares Voted Shares Abstained Shares For Shares Against
306 969 573 1 927 306 656 136 313 437
83.78%# 0.00%#
99.90% 0.10%
75.52%^ 0.00%^
Notes:
1.* denotes a special resolution
2. The percentages of shares voted, as well as those abstained, are calculated in relation to the voteable
shares (#) and the total number of shares in issue (^), respectively.
3. The percentage of shares voted for and against are calculated in relation to the number of shares
voted in respect of the relevant resolution (excluding shares abstained).
** ENGAGEMENT WITH SHAREHOLDERS REGARDING THE GROUP'S REMUNERATION
POLICY AND IMPLEMENTATION REPORT
More than 25% of the votes cast on non-binding advisory resolutions numbered 8.1 and 8.2 were
exercised against the endorsement of the group's remuneration policy and implementation report.
In accordance with the JSE Limited Listings Requirements and the recommendations of the King IV
Report on Corporate Governance for South Africa, 2016, the company hereby invites dissenting
shareholders to send their comments / concerns / questions / recommendations regarding the group's
remuneration policy and/or implementation report, in writing, to Truworths Investor Relations, at
investorrelations@truworths.co.za, so as to be received by no later than close of business on Friday,
14 November 2025.
The comments received will be coordinated in preparation for a virtual meeting with such shareholders
with representatives of the company's board of directors ("board") to be scheduled.
The company's remuneration committee endeavours to ensure that remuneration across the group is
aligned with its business philosophy and strategy, while creating sustainable value for stakeholders.
The group therefore welcomes constructive engagement on remuneration-related issues.
CHANGE TO THE BOARD OF DIRECTORS
The board further announces that Mr RG Dow, who retired by rotation at the AGM, did not make himself
available for re-election as a director of the company and has retired from the board, as well as the
company's Nomination Committee and Remuneration Committee, with effect from the conclusion of the
AGM.
Mr Dow has been an independent non-executive director since February 1998, and has served on
various board committees during this period.
The board would like to express its sincere appreciation to Mr Dow for his invaluable contribution and
dedication to the company over this extended period.
Cape Town
7 November 2025
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
Date: 07-11-2025 12:28:00
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