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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 today,
30 June 2017, all the resolutions as set out in the notice of annual general meeting, 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: 147 044 518
- Total number of issued ordinary shares net of treasury shares (“Total Votable Ordinary Shares”):
136 618 700
- Total number of issued ordinary shares which were present/represented at the annual general
meeting: 115 005 511 being 84.18% of the Total Votable Ordinary Shares.
Non-Binding Advisory Endorsement of the Remuneration Philosophy (Policy)
For (1) Against (1) Abstentions (2) Shares voted (3)
114 227 660, being 680 610, being 97 241, being 114 908 270, being
99.41% 0.59% 0.07% 84.11%
Ordinary Resolutions
Ordinary resolution number one: Re-election of non-executive director –RB Patmore
For (1) Against (1) Abstentions (2) Shares voted (3)
114 907 808, being 1 000, being 96 703, being [114 908 808], being
100% 0.00% 0.07% 84.11%
Ordinary resolution number two: Re-election of non-executive director – HC Cameron
For (1) Against (1) Abstentions (2) Shares voted (3)
114 907 808, being 1 000, being 96 703, being 114 908 808, being
100% 0.00% 0.07% 84.11%
Ordinary resolution number three: Re-election of non-executive director – VK Klein
For (1) Against (1) Abstentions (2) Shares voted (3)
111 951 520, being 2 957 288, being 96 703, being 114 908 808, being
97.43% 2.57% 0.07% 84.11%
Ordinary resolution number four: Election of BP Malherbe as non-executive director
For (1) Against (1) Abstentions (2) Shares voted (3)
114 907 808, being 1 000, being 96 703, being 114 908 808, being
100% 0.00% 0.07% 84.11%
Ordinary resolution number five: Election of executive director – MN Nkuhlu
For (1) Against (1) Abstentions (2) Shares voted (3)
114 906 308, being 1 000, being 98 203, being 114 907 308, being
100% 0.00% 0.07% 84.11%
Ordinary resolution number six: Reappointment of auditors – PricewaterhouseCoopers
For (1) Against (1) Abstentions (2) Shares voted (3)
114 905 808, being 11 000, being 88 703, being 114 916 808, being
99.99% 0.01% 0.06% 84.11%
Ordinary resolution number seven: Appointment of Audit Committee member – HC Cameron
For (1) Against (1) Abstentions (2) Shares voted (3)
114 907 808, being 1 000, being 96 703, being 114 908 808, being
100% 0.00% 0.07% 84.11%
Ordinary resolution number eight: Appointment of Audit Committee member – ME Gama
For (1) Against (1) Abstentions (2) Shares voted (3)
114 907 808, being 1 000, being 96 703, being 114 908 808, being
100% 0.00% 0.07% 84.11%
Ordinary resolution number nine: Appointment of Audit Committee member – RB Patmore
For (1) Against (1) Abstentions (2) Shares voted (3)
114 907 808, being 1 000, being 96 703, being 114 908 808, being
100% 0.00% 0.07% 84.11%
Ordinary resolution number ten: General payments to shareholders
For (1) Against (1) Abstentions (2) Shares voted (3)
114 907 808, being 1 000, being 96 703, being 114 908 808, being
100% 0.00% 0.07% 84.11%
Ordinary resolution number eleven: Control of authorised but unissued shares
For (1) Against (1) Abstentions (2) Shares voted (3)
111 150 194, being 3 755 414, being 99 903, being 114 905 608, being
96.73% 3.27% 0.07% 84.11%
Ordinary resolution number twelve: General authority to issue shares for cash
For (1) Against (1) Abstentions (2) Shares voted (3)
111 120 937, being 3 755 414, being 129 160, being 114 876 351, being
96.73% 3.27% 0.09% 84.09%
Special Resolutions
Special resolution number one: General authority to repurchase shares
For (1) Against (1) Abstentions (2) Shares voted (3)
114 807 931, being 68 420, being 129 160, being 114 876 351, being
99.94% 0.06% 0.09% 84.09%
Special resolution number two: Specific financial assistance in respect of the Calgro M3 Employee
Share Ownership Scheme 2017 (“Calgro M3 ESOP Trust”)
For (1) Against (1) Abstentions (2) Shares voted (3)
114 874 763, being 4 250, being 126 498, being 114 879 013, being
100% 0.00% 0.09% 84.09%
Special resolution number three: Remuneration of Non-executive Directors
For (1) Against (1) Abstentions (2) Shares voted (3)
114 911 658, being 2 950, being 90 903, being 114 914 608, being
100% 0.00% 0.07% 84.11%
Special resolution number four: Authorising general financial assistance
For (1) Against (1) Abstentions (2) Shares voted (3)
114 904 558, being 4 250, being 96 703, being 114 908 808, being
100% 0.00% 0.07% 84.11%
Special resolution number five: Specific financial assistance in respect of the Calgro M3 Executive
Scheme
For (1) Against (1) Abstentions (2) Shares voted (3)
97 555 714, being 677 510, being 129 798, being [98 233 224], being
99.31% 0.69% 0.10% 71.90%
Special resolution number six: Specific financial assistance in respect of the Calgro M3 B-BBEE Trust
For (1) Against (1) Abstentions (2) Shares voted (3)
114 739 763, being 135 950, being 129 798, being 114 875 713, being
99.88% 0.12% 0.10% 84.08%
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 June 2017
Sponsor
Grindrod Bank Limited
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