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Results of the annual general meeting
PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: PPH
Debt Code: PPHI
ISIN: ZAE000259479
(“Pepkor” or the “Company”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders and noteholders are hereby advised that at the annual general meeting of the Company held by
electronic participation at 09:00 a.m. today, Thursday, 2 March 2023 (“AGM”), all of the resolutions were
passed by the requisite majorities of the Company’s shareholders.
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
percentage percentage shares Number of
of total of total voted at shares
number of number of AGM as a abstained as
shares shares Number of percentage a percentage
Resolutions proposed voted at voted at shares voted of shares in of shares in
at the AGM AGM AGM at AGM issue* issue*
Ordinary resolution
number 1:
Re-election of LJ du
Preez as a director who
retires by rotation 97.45% 2.55% 3 336 260 269 91.05% 0.01%
Ordinary resolution
number 2:
Re-election of P Disberry
as a director who retires
by rotation 100.00% 0.00% 3 336 260 269 91.05% 0.01%
Ordinary resolution
number 3:
Re-election of LI
Mophatlane as a director
who retires by rotation 98.97% 1.03% 3 336 261 183 91.05% 0.01%
Ordinary resolution
number 4:
Re-election of IM Kirk as
a director who retires by
rotation 98.37% 1.63% 3 336 260 269 91.05% 0.01%
Ordinary resolution
number 5:
Re-appointment of HH
Hickey as a member of
the audit and risk
committee 99.17% 0.83% 3 333 481 330 90.98% 0.09%
Ordinary resolution
number 6:
Re-appointment of F
Petersen-Cook as a
member of the audit and
risk committee 99.02% 0.98% 3 336 260 266 91.05% 0.01%
Ordinary resolution
number 7: 99.26% 0.74% 3 336 261 186 91.05% 0.01%
Appointment of ZN
Malinga as a member of
the audit and risk
committee
Ordinary resolution
number 8:
Appointment of SH Müller
as a member of the audit
and risk committee 96.77% 3.23% 3 336 260 269 91.05% 0.01%
Ordinary resolution
number 9:
Re-appointment of
PricewaterhouseCoopers
Inc. as auditor 93.92% 6.08% 3 336 297 339 91.06% 0.01%
Ordinary resolution
number 10:
Non-binding advisory vote
on Pepkor’s remuneration
policy 87.87% 12.13% 3 333 511 706 90.98% 0.09%
Ordinary resolution
number 11:
Non-binding advisory vote
on Pepkor’s
implementation report on
the remuneration policy 91.97% 8.03% 3 333 501 084 90.98% 0.09%
Special resolution
number 1:
Remuneration of non-
executive directors
Special resolution
number 1.1:
Board chair 99.05% 0.95% 3 336 298 439 91.06% 0.01%
Special resolution
number 1.2:
Lead independent director 99.01% 0.99% 3 336 298 439 91.06% 0.01%
Special resolution
number 1.3:
Board members 98.64% 1.36% 3 336 298 439 91.06% 0.01%
Special resolution
number 1.4:
Audit and risk committee
chair 99.05% 0.95% 3 336 298 439 91.06% 0.01%
Special resolution
number 1.5:
Audit and risk committee
members 99.05% 0.95% 3 336 298 419 91.06% 0.01%
Special resolution
number 1.6:
Human resources and
remuneration committee
chair 99.05% 0.95% 3 336 298 436 91.06% 0.01%
Special resolution
number 1.7:
Human resources and
remuneration committee
members 99.05% 0.95% 3 336 298 439 91.06% 0.01%
Special resolution
number 1.8:
Social and ethics
committee chair 98.68% 1.32% 3 336 298 419 91.06% 0.01%
Special resolution
number 1.9: 98.68% 1.32% 3 336 298 419 91.06% 0.01%
Social and ethics
committee members
Special resolution
number 1.10:
Nomination committee
members 99.05% 0.95% 3 336 298 419 91.06% 0.01%
Special resolution
number 1.11:
Investment committee
chair 99.05% 0.95% 3 336 298 419 91.06% 0.01%
Special resolution
number 1.12:
Investment committee
members 99.05% 0.95% 3 336 298 419 91.06% 0.01%
Special resolution
number 1.13:
Director approved by
Prudential Authority 99.17% 0.83% 3 336 298 419 91.06% 0.01%
Special resolution
number 2:
Intercompany financial
assistance in terms of
section 45 of the
Companies Act 98.93% 1.07% 3 336 298 496 91.06% 0.01%
Special resolution
number 3:
Financial assistance for
the subscription and/or
purchase of securities in
the company or in
subsidiary companies in
terms of section 44 of the
Companies Act 98.42% 1.58% 3 336 298 496 91.06% 0.01%
Special resolution
number 4:
General authority to
repurchase shares issued
by the company 98.54% 1.46% 3 336 263 421 91.05% 0.01%
Note:
*Total number of shares in issue as at 24 February 2023, being the record date to be eligible to vote at the
AGM, was 3 664 042 219, of which 951 270 were treasury shares.
Parow
2 March 2023
Equity Sponsor
PSG Capital
Debt Sponsor
Rand Merchant Bank (A division of FirstRand Bank Limited)
Date: 02-03-2023 05:20:00
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