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CALGRO M3 HOLDINGS LIMITED - Results of annual general meeting

Release Date: 30/07/2015 09:20
Code(s): CGR     PDF:  
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Results of annual general meeting

                      CALGRO M3 HOLDINGS LIMITED
                                (Incorporated in the Republic of South Africa)
                               (Registration Number 2005/027663/06)
                              Share code: CGR ISIN: ZAE000109203
                                  (“Calgro M3” or “the Company”)



                           RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that at the Company’s annual general meeting of shareholders held
yesterday, 29 July 2015, all the resolutions as set out in the notice of annual general meeting posted
to shareholders on 29 June 2015, were duly approved by the requisite majority of Calgro M3
shareholders present and voting, in person or by proxy.

Details of the results of voting at the annual general meeting are as follows:
- Total number of issued ordinary shares: 127 100 000
- Total number of issued ordinary shares net of treasury shares (“Total Votable Ordinary Shares”):
127 100 000
- Total number of issued ordinary shares which were present/represented at the annual general
meeting: 99 250 052 being 78.08816% of the Total Votable Ordinary Shares.

Ordinary Resolutions
Ordinary resolution number one: Re-election of non-executive director – RB Patmore
For (1)                  Against (1)                 Abstentions (2)           Shares voted (3)
99 225 134, being        0, being                    24 918, being             99 225 134, being
100.00000%               0.00000%                    0.01961%                  78.06856%

Ordinary resolution number two: Re-election of non-executive director – H Ntene
For (1)                  Against (1)                Abstentions (2)             Shares voted (3)
99 225 134, being        0, being                   24 918, being               99 225 134, being
100.00000%               0.00000%                   0.01961%                    78.06856%

Ordinary resolution number three: Election of non-executive director – HC Cameron
For (1)                  Against (1)                 Abstentions (2)           Shares voted (3)
99 225 134, being        0, being                    24 918, being             99 225 134, being
100.00000%               0.00000%                    0.01961%                  78.06856%

Ordinary resolution number four: Appointment of company secretary
For (1)                  Against (1)               Abstentions (2)             Shares voted (3)
99 225 134, being        0, being                  24 918, being               99 225 134, being
100.00000%               0.00000%                  0.01961%                    78.06856%

Ordinary resolution number five: Re-appointment of auditors
For (1)                  Against (1)                Abstentions (2)            Shares voted (3)
99 225 134, being        0, being                   24 918, being              99 225 134, being
100.00000%               0.00000%                   0.01961%                   78.06856%

Ordinary resolution number six: Appointment of Audit Committee member – RB Patmore
For (1)                  Against (1)                Abstentions (2)            Shares voted (3)
99 225 134, being        0, being                   24 918, being              99 225 134, being
100.00000%               0.00000%                   0.01961%                   78.06856%

Ordinary resolution number seven: Appointment of Audit Committee member – JB Gibbon
For (1)                  Against (1)               Abstentions (2)            Shares voted (3)
99 225 134, being        0, being                  24 918, being              99 225 134, being
100.00000%               0.00000%                  0.01961%                   78.06856%

Ordinary resolution number eight: Appointment of Audit Committee member – ME Gama
For (1)                  Against (1)               Abstentions (2)           Shares voted (3)
99 225 134, being        0, being                  24 918, being             99 225 134, being
100.00000%               0.00000%                  0.01961%                  78.06856%

Ordinary resolution number nine: Appointment of Audit Committee member – HC Cameron
For (1)                  Against (1)               Abstentions (2)           Shares voted (3)
99 225 134, being        0, being                  24 918, being             99 225 134, being
100.00000%               0.00000%                  0.01961%                  78.06856%

Ordinary resolution number ten: General payments to shareholders
For (1)                  Against (1)                Abstentions (2)           Shares voted (3)
99 225 241, being        0, being                   24 811, being             99 225 241, being
100.00000%               0.00000%                   0.01952%                  78.06864%

Ordinary resolution number eleven: Control of authorised but unissued shares
For (1)                  Against (1)                 Abstentions (2)          Shares voted (3)
91 454 069, being        7 680 172, being            115 811, being           99 134 241, being
92.25276%                7.74724%                    0.09112%                 77.99704%

Ordinary resolution number twelve: General authority to issue shares for cash
For (1)                  Against (1)                 Abstentions (2)          Shares voted (3)
91 454 176, being        7 680 065, being            115 811, being           99 134 241, being
92.25286%                7.74714%                    0.09112%                 77.99704%

Ordinary resolution number thirteen: Authority to directors to give effect to special resolution
number one
For (1)                 Against (1)               Abstentions (2)            Shares voted (3)
99 134 134, being       107, being                115 811, being             99 134 241, being
99.99989%               0.00011%                  0.09112%                   77.99704%

Ordinary resolution number fourteen: Approval of     the Calgro M3 Broad-based Employee Share
Ownership Scheme 2015 (“Calgro M3 ESOP Trust”)
For (1)                 Against (1)                  Abstentions (2)          Shares voted (3)
99 225 241, being       0, being                     24 811, being            99 225 241, being
100.00000%              0.00000%                     0.01952%                 78.06864%

Ordinary resolution number fifteen: Specific authority to issue shares for the purpose of the Calgro
M3 ESOP Trust
For (1)                  Against (1)                  Abstentions (2)          Shares voted (3)
99 223 134, being        107, being                   26 811, being            99 223 241, being
99.99989%                0.00011%                     0.02109%                 78.06707%

Ordinary resolution number sixteen: Approval of the Calgro M3 Executive Share Incentive Scheme
2015 (“Calgro M3 Executive Scheme”) - Executive Directors and Senior Management of the Company
did not participate in the voting on this resolution.
For (1)                      Against (1)              Abstentions (2)          Shares voted (3)
69 888 467, being            0, being                 26 811, being             69 888 467, being
100.00000%                 0.00000%                    0.02109%                 54.98699%

Ordinary resolution number seventeen: Approval of the Calgro M3 Broad-based Black Economic
Empowerment Trust 2015 (“Calgro M3 B-BBEE Trust”)
For (1)                 Against (1)               Abstentions (2)             Shares voted (3)
99 223 241, being       0, being                  26 811, being               99 223 241, being
100.00000%              0.00000%                  0.02109%                    78.06707%

Ordinary resolution number eighteen: Specific authority to issue shares for the purpose of the Calgro
M3 B-BBEE Trust
For (1)                  Against (1)                 Abstentions (2)           Shares voted (3)
99 225 134, being        107, being                  24 811, being             99 225 241, being
99.99989%                0.00011%                    0.01952%                  78.06864%

Special Resolutions
Special resolution number one: Conversion of the Company’s ordinary share capital from par value to
no par value ordinary shares
For (1)                    Against (1)              Abstentions (2)            Shares voted (3)
94 923 325, being          4 210 916, being         115 811, being             99 134 241, being
95.75231%                  4.24769%                 0.09112%                   77.99704%

Special resolution number two: Specific financial assistance in respect of the Calgro M3 ESOP Trust
For (1)                    Against (1)               Abstentions (2)           Shares voted (3)
99 223 134, being          107 being                 26 811, being             99 223 241, being
99.99989%                  0.00011%                  0.02109%                  78.06707%

Special resolution number three: Specific authority to issue shares for the purpose of the Calgro M3
Executive Scheme - Executive Directors and Senior Management of the Company did not participate
in the voting on this resolution.
For (1)                      Against (1)              Abstentions (2)            Shares voted (3)
65 588 658, being            4 210 809 being          115 811, being             69 799 467, being
93.96728%                    6.03272%                 0.09112%                   54.91697%

Special resolution number four: Specific financial assistance in respect of the Calgro M3 Executive
Scheme - Executive Directors and Senior Management of the Company did not participate in the
voting on this resolution.
For (1)                    Against (1)                Abstentions (2)            Shares voted (3)
65 588 658, being          4 210 809 being            115 811, being             69 799 467, being
93.96728%                  6.03272%                   0.09112%                   54.91697%

Special resolution number five: Specific financial assistance in respect of the Calgro M3 B-BBEE Trust
For (1)                    Against (1)                   Abstentions (2)             Shares voted (3)
99 225 241, being          0 being                       24 811, being               99 225 241, being
100.00000%                 0.0000%                       0.01952%                    78.06864%

Special resolution number six: General authority to repurchase shares
For (1)                    Against (1)                 Abstentions (2)             Shares voted (3)
99 132 241, being          0 being                     117 811, being              99 132 241, being
100.00000%                 0.0000%                     0.09269%                    77.99547%
Special resolution number seven: Remuneration of non-executive directors
For (1)                    Against (1)             Abstentions (2)                Shares voted (3)
99 132 241, being          0 being                 117 811, being                 99 132 241, being
100.00000%                 0.0000%                 0.09269%                       77.99547%

Special resolution number eight: Authorising general financial assistance
For (1)                   Against (1)                  Abstentions (2)            Shares voted (3)
94 923 432, being         4 210 809 being              115 811, being             99 134 241, being
95.75242%                 4.24758%                     0.09057%                   77.99704%

Notes:
(1) The votes carried for and against each individual resolution are disclosed as a percentage in
relation to the total number of ordinary shares voted (whether in person or by proxy) in respect of
such individual resolution at the annual general meeting.
(2)The total number of ordinary shares abstained in respect of each individual resolution (whether in
person or by proxy) is disclosed as a percentage in relation to the Total Votable Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person or by proxy) at the annual general
meeting in respect of each individual resolution is disclosed as a percentage in relation to the Total
Votable Ordinary Shares.

The relevant special resolutions will be lodged with the Companies and Intellectual Property
Commission in due course.

Johannesburg
30 July 2015

Sponsor
Grindrod Bank Limited

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