REX TRUEFORM GROUP LIMITED - Results of annual general meeting

Release Date: 03/12/2018 17:07
Code(s): RTOP RTN RTO
 
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Results of annual general meeting

REX TRUEFORM GROUP LIMITED
(Formerly Rex Trueform Clothing Company Limited)
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO    ISIN: ZAE000250387
JSE share code: RTN    ISIN: ZAE000250395
JSE share code: RTOP   ISIN: ZAE000250403
("Rex Trueform" or "the company")


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Friday, 30 November 2018 (in
terms of the notice dispatched on 31 October 2018) all the resolutions tabled thereat were passed (by way of a poll)
by the requisite majority of Rex Trueform shareholders.

Details of the results of voting at the annual general meeting were as follows:

-   total number of Rex Trueform ordinary and "N" ordinary shares (collectively, the "shares") that could have
    been voted at the annual general meeting: 20,641,311 shares (being the aggregate amount of 2,905,805 ordinary
    shares and 17,735,506 "N" ordinary shares);

-   total number of shares that were present/represented at the annual general meeting: 16,503,006 shares (being in
    aggregate, 79.95% of the total number of shares that could have been voted at the annual general meeting and
    constituting 90.64% of the aggregate voting rights that could have been exercised at the annual general
    meeting);

-   total number of ordinary shares that were present/represented at the annual general meeting: 2,644,997 ordinary
    shares (being 91.02% of the total number of ordinary shares that could have been voted at the annual general
    meeting) with each ordinary share entitling the holder thereof to 200 votes; and

-   total number of "N" ordinary shares that were present at the annual general meeting: 13,858,009 "N" ordinary
    shares (being 78.14% of the total number of "N" ordinary shares that could have been voted at the annual
    general meeting) with each "N" ordinary share entitling the holder thereof to 1 vote.

Ordinary resolution 1: Approval of annual financial statements

Actual shares voted           Votes For                    Votes Against                  Abstentions
16,503,006 shares, being      542,683,409 votes, being     174,000 votes, being
                                                                                          -
79.95% of the total           99.97% (528,825,400          0.03% (174,000 votes
number of shares that         votes being cast in          being cast in respect of the
could have been voted at      respect of the ordinary      ordinary shares and 0
the annual general            shares and     13,858,009    votes being cast in respect
meeting, with 2,644,997       votes being cast in          of the "N" ordinary shares)
ordinary shares being         respect of the "N"
voted and 13,858,009 "N"      ordinary shares)
ordinary shares being
voted

Ordinary resolution 2.1: Re-election of MA Golding as a director of the company

Actual shares voted          Votes For                   Votes Against                  Abstentions
16,503,006 shares, being     542,683,409 votes, being    174,000 votes, being
                                                                                        -
79.95% of the total          99.97% (528,825,400         0.03% (174,000 votes
number of shares that        votes being cast in         being cast in respect of the
could have been voted at     respect of the ordinary     ordinary shares and 0
the annual general           shares and 13,858,009       votes being cast in respect
meeting, with 2,644,997      votes being cast in         of the "N" ordinary shares)
ordinary shares being        respect of the "N"
voted and 13,858,009 "N"     ordinary shares)
ordinary shares being
voted

Ordinary resolution 2.2: Re-election of CEA Radowsky as a director of the company

Actual shares voted          Votes For                   Votes Against                  Abstentions
16,503,006 shares, being                                 174,000 votes, being
                                                                                        -
79.95% of the total          542,683,409 votes, being    0.03% (174,000 votes
number of shares that        99.97% (528,825,400         being cast in respect of the
could have been voted at     votes being cast in         ordinary shares and 0
the annual general           respect of the ordinary     votes being cast in respect
meeting, with 2,644,997      shares and 13,858,009       of the "N" ordinary shares)
ordinary shares being        votes being cast in
voted and 13,858,009 "N"     respect of the "N"
ordinary shares being        ordinary shares)
voted

Ordinary resolution 2.3: Re-election of LK Sebatane as a director of the company

Actual shares voted          Votes For                   Votes Against                  Abstentions
16,503,006 shares, being     542,683,409 votes, being    174,000 votes, being
                                                                                        -
79.95% of the total          99.97% (528,825,400         0.03% (174,000 votes
number of shares that        votes being cast in         being cast in respect of the
could have been voted at     respect of the ordinary     ordinary shares and 0
the annual general           shares and 13,858,009       votes being cast in respect
meeting, with 2,644,997      votes being cast in         of the "N" ordinary shares)
ordinary shares being        respect of the "N"
voted and 13,858,009 "N"     ordinary shares)
ordinary shares being
voted

Ordinary resolution 3: Confirmation of appointment of D Franklin as executive director of the company

Actual shares voted          Votes For                   Votes Against                  Abstentions
16,503,006 shares, being     542,683,409 votes, being    174,000 votes, being
                                                                                        -
79.95% of the total          99.97% (528,825,400         0.03% (174,000 votes
number of shares that        votes being cast in         being cast in respect of the
could have been voted at     respect of the ordinary     ordinary shares and 0
the annual general           shares and 13,858,009       votes being cast in respect
meeting, with 2,644,997      votes being cast in         of the "N" ordinary shares)
ordinary shares being        respect of the "N"
voted and 13,858,009 "N"     ordinary shares)
ordinary shares being
voted

Ordinary resolution 4.1: Election of PM Naylor as a member of the audit committee

Actual shares voted          Votes For                   Votes Against                  Abstentions
16,503,006 shares, being     542,683,409 votes, being    174,000 votes, being
                                                                                        -
79.95% of the total          99.97% (528,825,400         0.03% (174,000 votes
number of shares that        votes being cast in         being cast in respect of the
could have been voted at     respect of the ordinary     ordinary shares and 0
the annual general           shares and 13,858,009       votes being cast in respect
meeting, with 2,644,997      votes being cast in         of the "N" ordinary shares)
ordinary shares being        respect of the "N"
voted and 13,858,009 "N"     ordinary shares)
ordinary shares being
voted

Ordinary resolution 4.2: Election of HB Roberts as a member of the audit committee

Actual shares voted          Votes For                   Votes Against                  Abstentions
16,503,006 shares, being     542,683,409 votes, being    174,000 votes, being
                                                                                        -
79.95% of the total          99.97% (528,825,400         0.03% (174,000 votes
number of shares that        votes being cast in         being cast in respect of the
could have been voted at     respect of the ordinary     ordinary shares and 0
the annual general           shares and 13,858,009       votes being cast in respect
meeting, with 2,644,997      votes being cast in         of the "N" ordinary shares)
ordinary shares being        respect of the "N"
voted and 13,858,009 "N"     ordinary shares)
ordinary shares being
voted

Ordinary resolution 4.3: Election of LK Sebatane as a member of the audit committee

Actual shares voted          Votes For                   Votes Against                  Abstentions
16,503,006 shares, being     542,683,409 votes, being    174,000 votes, being
                                                                                        -
79.95% of the total          99.97% (528,825,400         0.03% (174,000 votes
number of shares that        votes being cast in         being cast in respect of the
could have been voted at     respect of the ordinary     ordinary shares and 0
the annual general           shares and 13,858,009       votes being cast in respect
meeting, with 2,644,997      votes being cast in         of the "N" ordinary shares)
ordinary shares being        respect of the "N"
voted and 13,858,009 "N"     ordinary shares)
ordinary shares being
voted

Ordinary resolution 5: Re-appointment of auditors

Actual shares voted          Votes For                   Votes Against                  Abstentions
16,503,006 shares, being     542,683,409 votes, being    174,000 votes, being
                                                                                        -
79.95% of the total          99.97% (528,825,400         0.03% (174,000 votes
number of shares that        votes being cast in         being cast in respect of the
could have been voted at     respect of the ordinary     ordinary shares and 0
the annual general           shares and 13,858,009       votes being cast in respect
meeting, with 2,644,997      votes being cast in         of the "N" ordinary shares)
ordinary shares being        respect of the "N"
voted and 13,858,009 "N"     ordinary shares)
ordinary shares being
voted

Ordinary resolution 6: Approval and adoption of Rex Trueform Group Limited incentive scheme rules

Actual shares voted           Votes For                    Votes Against                  Abstentions
16,503,006 shares, being      536,609,320 votes, being     6,248,089 votes, being
                                                                                          -
79.95% of the total           98.85% (522,825,400          1.15% (6,174,000 votes
number of shares that         votes being cast in          being cast in respect of the
could have been voted at      respect of the ordinary      ordinary shares and
the annual general            shares and                   74,089 votes being cast in
meeting, with 2,644,997       13,783,920 votes being       respect of the "N" ordinary
ordinary shares being         cast in respect of the "N"   shares)
voted and 13,858,009 "N"”      ordinary shares)
ordinary shares being
voted

Ordinary resolution 7: General authority to issue equity shares for cash

Actual shares voted           Votes For                    Votes Against                  Abstentions
16,503,006 shares, being      536,609,320 votes, being     6,248,089 votes, being
                                                                                          -
79.95% of the total           98.85% (522,825,400          1.15% (6,174,000 votes
number of shares that         votes being cast in          being cast in respect of the
could have been voted at      respect of the ordinary      ordinary shares and
the annual general            shares and                   74,089 votes being cast in
meeting, with 2,644,997       13,783,920 votes being       respect of the "N" ordinary
ordinary shares being         cast in respect of the "N"   shares)
voted and 13,858,009 "N"      ordinary shares)
ordinary shares being
voted

Ordinary resolution 8: Control over unissued shares

Actual shares voted           Votes For                    Votes Against                  Abstentions
16,503,006 shares, being      536,609,320 votes, being     6,248,089 votes, being
                                                                                          -
79.95% of the total           98.85% (522,825,400          1.15% (6,174,000 votes
number of shares that         votes being cast in          being cast in respect of the
could have been voted at      respect of the ordinary      ordinary shares and
the annual general            shares and                   74,089 votes being cast in
meeting, with 2,644,997       13,783,920 votes being       respect of the "N" ordinary
ordinary shares being         cast in respect of the "N"   shares)
voted and 13,858,009 "N"      ordinary shares)
ordinary shares being
voted

Ordinary resolution 9: Signature of documents

Actual shares voted           Votes For                    Votes Against                  Abstentions
16,503,006 shares, being      542,683,409 votes, being     174,000 votes, being
                                                                                          -
79.95% of the total           99.97% (528,825,400          0.03% (174,000 votes
number of shares that         votes being cast in          being cast in respect of the
could have been voted at      respect of the ordinary      ordinary shares and 0
the annual general            shares and 13,858,009        votes being cast in respect
meeting, with 2,644,997       votes being cast in          of the "N" ordinary shares)
ordinary shares being         respect of the "N"
voted and 13,858,009 "N"      ordinary shares)
ordinary shares being
voted

Ordinary resolution 10: Non-binding advisory vote on remuneration policy

Actual shares voted            Votes For                     Votes Against                  Abstentions
16,503,006 shares, being       536,609,320 votes, being      6,248,089 votes, being
                                                                                            -
79.95% of the total            98.85% (522,825,400           1.15% (6,174,000 votes
number of shares that          votes being cast in           being cast in respect of the
could have been voted at       respect of the ordinary       ordinary shares and
the annual general             shares and                    74,089 votes being cast in
meeting, with 2,644,997        13,783,920 votes being        respect of the "N" ordinary
ordinary shares being          cast in respect of the "N"    shares)
voted and 13,858,009 "N"       ordinary shares)
ordinary shares being
voted

Ordinary resolution 11: Non-binding advisory vote on remuneration implementation report

Actual shares voted            Votes For                     Votes Against                  -
16,503,006 shares, being       536,624,320 votes, being      6,233,089 votes, being
79.95% of the total            98.85% (522,825,400           1.15% (6,174,000 votes
number of shares that          votes being cast in           being cast in respect of the
could have been voted at       respect of the ordinary       ordinary shares and
the annual general             shares and                    59,089 votes being cast in
meeting, with 2,644,997        13,798,920 votes being        respect of the "N" ordinary
ordinary shares being          cast in respect of the "N"    shares)
voted and 13,858,009 "N"       ordinary shares)
ordinary shares being
voted

Special resolution 1: Financial assistance to related and inter-related parties

Actual shares voted            Votes For                     Votes Against                  Abstentions
16,503,006 shares, being       542,683,409 votes, being      174,000 votes, being
                                                                                            -
79.95% of the total            99.97% (528,825,400           0.03% (174,000 votes
number of shares that          votes being cast in           being cast in respect of the
could have been voted at       respect of the ordinary       ordinary shares and 0
the annual general             shares and 13,858,009         votes being cast in respect
meeting, with 2,644,997        votes being cast in           of the "N" ordinary shares)
ordinary shares being          respect of the "N"
voted and 13,858,009 "N"       ordinary shares)
ordinary shares being
voted

Special resolution 2: General authority to acquire shares

Actual shares voted            Votes For                     Votes Against                  Abstentions
16,503,006 shares, being       542,683,409 votes, being      174,000 votes, being
                                                                                            -
79.95% of the total            99.97% (528,825,400           0.03% (174,000 votes
number of shares that          votes being cast in           being cast in respect of the
could have been voted at       respect of the ordinary       ordinary shares and 0
the annual general             shares and 13,858,009         votes being cast in respect
meeting, with 2,644,997        votes being cast in           of the "N" ordinary shares)
ordinary shares being          respect of the "N"
voted and 13,858,009 "N"       ordinary shares)
ordinary shares being
voted

Special resolution 3: Approval of non-executive directors’ fees

Actual shares voted           Votes For                    Votes Against                   Abstentions
16,503,006 shares, being      542,683,409 votes, being     174,000 votes, being
                                                                                           -
79.95% of the total           99.97% (528,825,400          0.03% (174,000 votes
number of shares that         votes being cast in          being cast in respect of the
could have been voted at      respect of the ordinary      ordinary shares and 0
the annual general            shares and 13,858,009        votes being cast in respect
meeting, with 2,644,997       votes being cast in          of the "N" ordinary shares)
ordinary shares being         respect of the "N"
voted and 13,858,009 "N"      ordinary shares)
ordinary shares being
voted

Special resolution 4: Allotment and issue of shares to directors and prescribed officers

Actual shares voted           Votes For                    Votes Against                   Abstentions
16,503,006 shares, being      536,609,320 votes, being     6,248,089 votes, being
                                                                                           -
79.95% of the total           98.85% (522,825,400          1.15% (6,174,000 votes
number of shares that         votes being cast in          being cast in respect of the
could have been voted at      respect of the ordinary      ordinary shares and
the annual general            shares and                   74,089 votes being cast in
meeting, with 2,644,997       13,783,920 votes being       respect of the "N" ordinary
ordinary shares being         cast in respect of the "N"   shares)
voted and 13,858,009 "N"      ordinary shares)
ordinary shares being
voted

3 December 2018


Sponsor
Java Capital

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