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SAPPI LIMITED - Results of the eighty-second Annual General Meeting of Sappi

Release Date: 07/02/2019 10:03
Code(s): SAP     PDF:  
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Results of the eighty-second Annual General Meeting of Sappi

Sappi Limited
(Incorporated in the Republic of South Africa)
Registration number: 1936/008963/06
JSE share code: SAP
ISIN code: ZAE000006284
("Sappi" or the "Company")




RESULTS OF THE EIGHTY-SECOND ANNUAL GENERAL MEETING OF SAPPI




Shareholders are advised that at the Annual General Meeting of shareholders of the
Company held on Wednesday, 06 February 2019 at 14:00 all the resolutions tabled thereat
were passed by the requisite majority of shareholders.

Details of the results of voting at the Annual General Meeting are as follows :

•   total number of Sappi shares in issue as at the date of the Annual General
    Meeting : 577 164 049 (557 202 573 ordinary shares and 19 961 476 “A” ordinary
    shares).

•   total number of Sappi shares that could have been voted at the Annual General Meeting
    (excluding the treasury shares) : 562 612 339

•   total number of Sappi shares that were present/represented at the Annual General
    Meeting : 418 432 562 being 74.80% of the total number of Sappi shares that could have
    been voted at the Annual General Meeting.
                                                                      Page 2 of 4


1.   Ordinary resolution number 1 – Receipt and acceptance of 2018 Group
     Annual Financial Statements, including directors’ report, auditors’ report
     and Audit and Risk Committee report

            For             Against            Abstain        Shares voted
        414 429 954          8 959            3 993 649        414 438 913
         100.00%             0.00%              0.71%            74.08%       1
                                                0.69%            71.81%       2


2.   Ordinary resolution number 2 – Approval and confirmation of appointment
     of Mrs ZN Malinga as a director of Sappi

            For             Against           Abstain         Shares voted
        418 139 255          9 577            283 730          418 148 832
         100.00%             0.00%             0.05%             74.75%       1
                                               0.05%             72.45%       2


3.   Ordinary resolution number 3.1 – Re-election of Mr SR Binnie as a director
     of Sappi

            For             Against           Abstain         Shares voted
        417 542 228         605 637           284 697          418 147 865
          99.86%             0.14%             0.05%             74.75%       1
                                               0.05%             72.45%       2


4.   Ordinary resolution number 3.2 – Re-election of Mr RJAM Renders as a
     director of Sappi

            For             Against           Abstain         Shares voted
        393 075 653        25 072 212         284 697          418 147 865
          94.00%             6.00%             0.05%             74.75%       1
                                               0.05%             72.45%       2


5.   Ordinary resolution number 3.3 – Re-election of Mrs KR Osar as a director
     of Sappi

            For             Against            Abstain        Shares voted
        391 041 681        24 871 023         2 519 858        415 912 704
          94.02%             5.98%              0.45%            74.35%       1
                                                0.44%            72.06%       2


6.   Ordinary resolution number 4.1 – Election of Mr NP Mageza as member and
     chairman of the Audit and Risk Committee

            For             Against            Abstain        Shares voted
        369 686 752        48 461 113          284 697         418 147 865
          88.41%            11.59%              0.05%            74.75%       1
                                                0.05%            72.45%       2




7.   Ordinary resolution number 4.2 – Election of Mr MA Fallon as a member of
                                                                      Page 3 of 4

     the Audit and Risk Committee

            For             Against           Abstain         Shares voted
        418 128 697         19 168            284 697          418 147 865
         100.00%             0.00%             0.05%             74.75%       1
                                               0.05%             72.45%       2


8.   Ordinary resolution number 4.3 – Election of Mrs ZN Malinga as a member
     of the Audit and Risk Committee

            For             Against           Abstain         Shares voted
        418 139 297          9 568            283 697          418 148 865
         100.00%             0.00%             0.05%             74.75%       1
                                               0.05%             72.45%       2


9.   Ordinary resolution number 4.4 – Election of Mrs KR Osar as a member of
     the Audit and Risk Committee

            For            Against             Abstain        Shares voted
        390 489 603       25 424 101          2 518 858        415 913 704
          93.89%            6.11%               0.45%            74.35%       1
                                                0.44%            72.06%       2


10. Ordinary resolution number 4.5 – Election of Mr RJAM Renders as a
    member of the Audit and Risk Committee

            For             Against           Abstain         Shares voted
        412 559 203        5 588 662          284 697          418 147 865
          98.66%             1.34%             0.05%             74.75%       1
                                               0.05%             72.45%       2


11. Ordinary resolution number 5 – Re-appointment of KPMG Inc. as auditors of
    Sappi for the year ending September 2019 and until the next Annual
    General Meeting of Sappi

            For            Against             Abstain        Shares voted
        404 335 470       11 578 376          2 518 716        415 913 846
          97.22%            2.78%               0.45%            74.35%       1
                                                0.44%            72.06%       2


12. Ordinary resolution number 6.1 – The placing of all ordinary shares
    required for the purpose of carrying out the terms of the Sappi Limited
    Performance Share Incentive Plan (“the Plan”) under the control of the
    directors to allot and issue in terms of the Plan

            For             Against           Abstain         Shares voted
        413 744 184        4 402 851          285 527          418 147 035
          98.95%             1.05%             0.05%             74.75%       1
                                               0.05%             72.45%       2



13. Ordinary resolution number 6.2 – The authority for any subsidiary of Sappi
    to sell and to transfer to the Sappi Limited Share Incentive Scheme and the
                                                                             Page 4 of 4

     Sappi Limited Performance Share Incentive Plan (collectively “the
     Schemes”) such shares as may be required for the purposes of the
     Schemes

             For                  Against                    Abstain   Shares voted
         413 445 969             4 700 766                   285 827    418 146 735
           98.88%                  1.12%                      0.05%       74.75%      1
                                                              0.05%       72.45%      2


14. Ordinary resolution number 7 – Non-binding endorsement of Remuneration
    policy

             For                  Against                    Abstain   Shares voted
         401 173 338             16 971 270                  287 954    418 144 608
           95.94%                  4.06%                      0.05%       74.75%      1
                                                              0.05%       72.45%      2


15. Ordinary resolution number 8 – Non-binding endorsement of Remuneration
    Implementation report

             For                  Against                    Abstain   Shares voted
         388 806 540             27 338 144                  287 878    416 144 684
           93.43%                  6.57%                      0.05%       74.39%      1
                                                              0.05%       72.10%      2


16. Special resolution number 1 – Increase in non-executive directors’ fees

             For                  Against                    Abstain   Shares voted
         408 734 140             9 413 594                   284 828    418 147 734
           97.75%                  2.25%                      0.05%       74.75%      1
                                                               0.05       72.45%      2


17. Special resolution number 2 – Authority for loans or other financial
    assistance to related or inter-related companies or corporations

             For                  Against                    Abstain   Shares voted
         414 223 295             3 924 367                   284 900    418 147 662
           99.06%                  0.94%                      0.05%       74.75%      1
                                                              0.05%       72.45%      2


18. Ordinary resolution number 9 – Authority for directors to sign all
    documents and do all such things necessary to implement the above
    resolutions

             For                  Against                    Abstain   Shares voted
         418 137 896               9 833                     284 833    418 147 729
          100.00%                  0.00%                      0.05%       74.75%      1
                                                              0.05%       72.45%      2

1    Disclosed as a percentage of the voteable shares
2    Disclosed as a percentage of the total issued capital



Sponsor : UBS South Africa (Pty) Ltd


Johannesburg

07 February 2019


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