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AFRICAN & OVERSEAS ENTERPRISES LIMITED - Results of annual general meeting

Release Date: 14/11/2025 17:30
Code(s): AON AOO AOVP     PDF:  
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Results of annual general meeting

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
Listed on the General Segment of the Main Board
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO       ISIN: ZAE000000485
JSE share code: AON       ISIN: ZAE000009718
JSE share code: AOVP ISIN: ZAE000000493
("AOE" or "the company")


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Thursday, 13 November 2025
(in terms of the notice dispatched on 13 October 2025) all the resolutions tabled thereat were passed (by way of a
poll) by the requisite majority of AOE shareholders.

Details of the results of voting at the annual general meeting were as follows:

-      total number of AOE ordinary and "N" ordinary shares (collectively, the "shares") that could have been
       voted at the annual general meeting: 11 840 671 shares (being the aggregate amount of 1 618 750 ordinary
       shares and 10 221 921 "N" ordinary shares);
-      total number of shares that were present/represented at the annual general meeting: 10 923 017 shares, (being
       in aggregate 92.25% of the total number of shares that could have been voted at the annual general meeting
       and constituting 93.89% of the aggregate voting rights that could have been exercised at the annual general
       meeting);
-      total number of ordinary shares that were present/represented at the annual general meeting: 1 520 936
       ordinary shares (being 93.96% of the total number of ordinary shares that could have been voted at the annual
       general meeting) with each ordinary share entitling the holder thereof to 200 votes; and
-      total number of "N" ordinary shares that were present at the annual general meeting: 9 402 081 "N" ordinary
       shares (being 91.98% of the total number of "N" ordinary shares that could have been voted at the annual
       general meeting) with each "N" ordinary share entitling the holder thereof to 1 vote.


    Ordinary resolution 1: Approval of annual financial statements

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Ordinary resolution 2.1: Re-election of directors – HB Roberts

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Ordinary resolution 2.2: Re-election of directors – B Ntshingwa

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Ordinary resolution 3.1: Election of audit and risk committee members – HB Roberts
    
    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Ordinary resolution 3.2: Election of audit and risk committee members – B Ntshingwa

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Ordinary resolution 3.3: Election of audit and risk committee members – PM Naylor

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Ordinary resolution 4.1: Election of social and ethics committee members – PM Naylor

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Ordinary resolution 4.2: Election of social and ethics committee members – B Ntshingwa
    
    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Ordinary resolution 4.3: Election of social and ethics committee members – MA Golding
    
    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -
    
    Ordinary resolution 5: Re-appointment of auditors

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Ordinary resolution 6: Control over unissued shares

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          303 807 200, being 99.88%       380 000, being 0.12%   -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 359 945, being 99.55%         42 136, being 0.45%    -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 167 145, being 99.87%       422 136, being 0.13%   -

    Ordinary resolution 7: Signature of documents

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -
    
    Ordinary resolution 8: Non-binding advisory vote on remuneration policy
    
    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          303 807 200, being 99.88%       380 000, being 0.12%   -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 359 945, being 99.55%         42 136, being 0.45%    -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 167 145, being 99.87%       422 136, being 0.13%   -

    Ordinary resolution 9: Non-binding advisory vote on remuneration implementation report
    
    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          303 807 200, being 99.88%       380 000, being 0.12%   -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 359 945, being 99.55%         42 136, being 0.45%    -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 167 145, being 99.87%       422 136, being 0.13%   -

    Ordinary resolution 10: Amendments to the AOE Incentive Scheme

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      42 136, being 0.01%    -

    Special resolution 1: Financial Assistance

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          304 187 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 402 081, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 589 281, being 100.00%      -                      -

    Special resolution 2: Allotment and issue of shares to directors and prescribed officers

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 520 936, being 93.96%          303 807 200, being 99.88%       380 000, being 0.12%   -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 402 081, being 91.98%          9 359 945, being 99.55%         42 136, being 0.45%    -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 923 017, being 92.25%         313 167 145, being 99.87%       422 136, being 0.13%   -

    Special resolution 3: Amendments to the Memorandum of Incorporation

    Ordinary shares voted*           Votes for                       Votes against          Abstentions#
    1 519 036, being 93.84%          303 807 200, being 100.00%      -                      -
    "N" ordinary shares voted*       Votes for                       Votes against          Abstentions#
    9 359 945, being 91.57%          9 359 945, being 100.00%        -                      -
    Total shares voted*              Votes for                       Votes against          Abstentions#
    10 878 981, being 91.88%         313 167 145, being 100.00%      -                      -

* shares voted (excluding abstentions) in relation to total shares in issue
# in relation to the total shares in issue

14 November 2025


Sponsor
Java Capital

Date: 14-11-2025 05:30:00
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