MMI HOLDINGS LIMITED - Results of Annual General Meeting (AGM)

Release Date: 28/11/2018 10:30
Code(s): MMI
 
Wrap Text
Results of Annual General Meeting (AGM)

MMI HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2000/031756/06
ISIN Code: ZAE000149902
JSE Share Code: MMI
NSX Share Code: MIM
(“MMI” or “Company”)

Results of Annual General Meeting (AGM)

MMI advises its shareholders that all the ordinary and special resolutions proposed
in the notice of the AGM dated 4 September 2018, and tabled at the Company’s AGM
held on Monday, 26 November 2018, were passed by the requisite majority of votes
cast by shareholders. The voting details with respect to the proposed resolutions
were as follows:

Resolutions proposed                    Number of           Percentage     Percentage   Percentage   Percentage
                                        shares voted        shares         For **       Against**    Abstained*
                                        (excluding          voted*
                                        abstentions)        (excluding
                                                            abstentions)
Ordinary Resolution 1.1: Election of    1,199,433,640         80.10        99.47         0.53         0.01
Mr R Ketola
Ordinary Resolution 1.2: Election of    1,199,433,541         80.10        99.80         0.20         0.01
Mr HP Meyer
Ordinary Resolution 1.3: Election of    1,199,433,541         80.10        99.76         0.24         0.01
Ms JC Cilliers (Marais)
Ordinary Resolution 2.1: Re-election    1,199,149,082         79.94        95.41         4.59         0.16
of directors – Mr FJC Truter
Ordinary Resolution 2.2: Re-election    1,199,433,640         80.10        98.71         1.29         0.01
of directors – Mr KC Shubane
Ordinary Resolution 2.3: Re-election    1,199,433,640         80.10        68.52        31.48         0.01
of directors – Mr PJ Moleketi
Ordinary Resolution 2.4: Re-election    1,199,433,640         80.10        95.28         4.72         0.01
of directors – Mr JC van Reenen
Ordinary Resolution 3: Re-
appointment of
PricewaterhouseCoopers as external
Auditors, with Mr Andrew Graham
Taylor as the designated audit          1,199,436,003         80.10        84.98        15.02         0.01
partner
Ordinary Resolution 4.1: Appointment
of audit committee member – Mr FJC      1,197,149,181         79.94        98.26         1.74         0.16
Truter
Ordinary Resolution 4.2: Appointment
of audit committee member – Mr LL       1,199,433,640         80.10        99.80         0.20         0.01
von Zeuner
Ordinary Resolution 4.3: Appointment
of audit committee member – Mrs F       1,199,433,640         80.10        99.53         0.47         0.01
Jakoet
Ordinary Resolution 5: Passing of
non-binding advisory vote on MMI        1,199,402,062         80.09        98.90         1.10         0.01
Remuneration Policy
Ordinary Resolution 6: Passing of
non-binding advisory vote on MMI        1,184,797,266         79.12        61.80        38.20         0.99
Implementation Report
Ordinary Resolution 7:
Implementation of ordinary and          1,199,432,627         80.10       100.00         0.00         0.01
special resolutions
Special Resolution 1: Non-executive
directors’ fees
Special Resolution 1.1: Directors’     1,199,432,512          80.10        99.94         0.06         0.01
fees – Chairperson of the Board
Special Resolution 1.2: Directors’     1,199,432,512          80.10        99.94         0.06         0.01
fees – Deputy Chairperson
Special Resolution 1.3: Directors’     1,199,419,191          80.10        99.99         0.01         0.01
fees – Board member   
Special Resolution 1.4: Directors’     1,199,419,360          80.10        99.94         0.06         0.01
fees – Audit Committee Chairperson
Special Resolution 1.5: Directors’     1,199,419,360          80.10        99.99         0.01         0.01
fees – Audit Committee member
Special Resolution 1.6: Directors’
fees – Actuarial committee             1,199,419,191          80.10        99.94         0.06         0.01
chairperson
Special Resolution 1.7: Directors’     1,199,419,360          80.10        99.99         0.01         0.01
fees – Actuarial committee member
Special Resolution 1.8: Directors’
fees – Remuneration committee          1,199,419,360          80.10        99.94         0.06         0.01
Chairperson
Special Resolution 1.9: Directors’     1,199,419,360          80.10        99.99         0.01         0.01
fees – Remuneration committee member
Special Resolution 1.10: Directors’
fees – Risk, Capital and Compliance    1,199,419,360          80.10        99.94         0.06         0.01
committee Chairperson
Special Resolution 1.11: Directors’
fees - Risk, Capital and Compliance    1,199,419,360          80.10        99.98         0.02         0.01
member
Special Resolution 1.12: Directors’
fees – Social, Ethics and              1,199,420,860          80.10        99.94         0.06         0.01
Transformation committee Chairperson
Special Resolution 1.13: Directors’
fees - Social, Ethics and              1,199,419,360          80.10        99.99         0.01         0.01
Transformation member
Special Resolution 1.14: Directors’
fees – Nominations committee           1,199,419,360          80.10        99.94         0.06         0.01
chairperson
Special Resolution 1.15: Directors’    1,199,419,360          80.10        99.99         0.01         0.01
fees - Nominations committee member
Special Resolution 1.16: Directors’
fees – Fair Practices committee        1,199,419,191          80.10        99.94         0.06         0.01
chairperson
Special Resolution 1.17: Directors’
fees – Fair Practices committee        1,199,419,360          80.10        99.99         0.01         0.01
member
Special Resolution 1.18: Directors’
fees – Board committee / subsidiary    1,199,419,360          80.10       99.94          0.06         0.01
Board Chairperson
Special Resolution 1.19: Directors’
fees – Board committee / subsidiary    1,199,419,191          80.10       99.99          0.01         0.01
Board member
Special Resolution 1.20: Directors’    1,199,149,764          80.08       99.98          0.02         0.03
fees – Ad hoc work
Special Resolution 2 – Approval to
provide Financial Assistance in
terms of section 44 of the Companies   1,199,433,680          80.10       81.70         18.30         0.01
Act
Special Resolution 3 – Approval to
provide Financial Assistance in        1,199,432,930          80.10       99.72          0.28         0.01
terms of section 45 of the Companies
Act
Special Resolution 4 – General
authority to repurchase company        1,199,349,048          80.09       98.92          1.08         0.01
shares

*  Based on 1,497,475,356 being the total number of MMI ordinary shares in issue as at the date of the
   AGM
** Based on the number of shares voted, excluding abstentions


In view of the fact that Ordinary Resolution 6 – Implementation of Remuneration
Policy was voted against by more than 25% of shareholders either present in person
or represented by proxy at the AGM, the Company would like to request dissenting
shareholders to engage with the company by submitting written questions/comments to
the acting company secretary via e-mail at: leon.basson@mmiholdings.co.za by no
later than close of business on 14 December 2018. The Company will arrange
discussions with these shareholders as soon as is convenient for both parties.

By order of the Board

Centurion
28 November 2018

Sponsor:
Merrill Lynch South Africa (Pty) Limited

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