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Results Of The Annual General Meeting
KAP INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
Share code: KAP
ISIN: ZAE000171963
(“KAP” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the annual general meeting of the Company held at
14:00 today, Tuesday, 13 November 2018 at the Spier Hotel, Stellenbosch (“AGM”), all of the
resolutions were passed by the requisite majorities of the Company’s shareholders, save for
ordinary resolution number 4 (agenda item 6.1) and ordinary resolution 6 (agenda item 9),
which required favourable votes from 75% or more of all votes cast.
Details of the results of the voting at the AGM are as follows:
Votes
Votes FOR AGAINST
resolution resolution Number
as a as a of shares Number of
percentage percentage voted at shares
of total of total AGM as a ABSTAINED
number of number of percentag as a
Resolutions shares shares Number of e of percentage
proposed at the voted at voted at shares voted shares in of shares in
AGM AGM (%) AGM (%) at AGM issue (%) issue (%)
Ordinary resolution
number 1:
Re-appointment of
audit firm and
individual auditor 87.97 12.03 2 311 807 814 86.01 0.02
Special resolution
number 1:
Approval of fees
payable to non-
executive directors
(agenda item 3):
3.1 Independent non-
executive Chairman 99.98 0.02 2 311 284 280 85.99 0.02
3.2 Non-executive
deputy chairman 99.98 0.02 2 307 417 161 85.84 0.02
3.3 Non-executive
deputy chairman-
additional services 99.14 0.86 2 307 417 161 85.84 0.02
3.4 Member 99.98 0.02 2 306 611 789 85.81 0.02
3.5 Ad hoc meeting
fees (fee per formal
meeting) 99.98 0.02 2 306 563 156 85.81 0.02
3.6 Audit and risk
committee chairman 99.98 0.02 2 311 776 015 86.01 0.02
3.7 Audit and risk
committee member 99.98 0.02 2 311 551 011 86.00 0.02
3.8 Human
resources and
remuneration
committee chairman 99.98 0.02 2 311 551 011 86.00 0.02
3.9 Human
resources and
remuneration
committee member 99.98 0.02 2 307 368 528 85.84 0.02
3.10 Nomination
committee chairman 99.98 0.02 2 311 235 647 85.99 0.02
3.11 Nomination
committee member 99.98 0.02 2 311 776 015 86.01 0.02
3.12 Social and
ethics committee
chairman 99.98 0.02 2 311 776 015 86.01 0.02
3.13 Social and
ethics committee
member 99.98 0.02 2 310 673 419 85.96 0.02
3.14 Investment
committee chairman 99.98 0.02 2 311 824 648 86.01 0.02
3.15 Investment
committee member 99.98 0.02 2 307 123 524 85.83 0.02
Ordinary resolution
number 2:
Election of directors
who retire by rotation
and reducing the
number of board
members (agenda
item 4):
4.1 SH Müller 97.71 2.29 2 229 270 680 82.94 3.08
4.2 PK Quarmby 100 0 2 311 861 208 86.01 0.02
4.3 Reducing the
number of directors
on the board 99.99 0.01 2 294 757 236 85.37 0.66
Ordinary resolution
number 3:
Re-election of audit
and risk committee
members (agenda
item 5):
5.1 SH Müller 98.93 1.07 2 229 270 680 82.94 3.08
5.2 SH Nomvete 87.50 12.50 2 311 861 208 86.01 0.02
5.3 PK Quarmby 100 0 2 311 861 208 86.01 0.02
Ordinary resolution
number 4:
Placing of shares
under the control of
the directors for
commercial purposes
(agenda item 6):
6.1 Ordinary Shares 67.27 32.73 2 311 807 285 86.01 0.02
6.2 Preference
Shares 69.60 30.40 2 311 807 285 86.01 0.02
Special resolution
number 2:
General authority to
repurchase shares
issued by the
company 98.63 1.37 2 311 861 478 86.01 0.02
Ordinary resolution
number 5:
General authority to
distribute share
capital and reserves 99.99 0.01 2 311 861 478 86.01 0.02
Ordinary resolution
number 6:
General authority to
issue convertible
instruments 63.67 36.33 2 311 861 478 86.01 0.02
Ordinary resolution
number 7:
Non-binding
endorsement of
(agenda item 10):
10.1 Remuneration
policy 86.88 13.12 2 311 858 478 86.01 0.02
10.2 Remuneration
implementation
report 94.70 5.30 2 311 858 478 86.01 0.02
Special resolution
number 3:
General authority to
provide financial
assistance 94.03 5.97 2 311 861 478 86.01 0.02
Note:
Total number of shares in issue as at the date of the AGM was 2 698 434 755.
Johannesburg
13 November 2018
Sponsor
PSG Capital
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