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PREMIER FISHING AND BRANDS LIMITED - Results of the Annual General Meeting and Change to the Board of Directors

Release Date: 20/02/2019 15:00
Code(s): PFB     PDF:  
 
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Results of the Annual General Meeting and Change to the Board of Directors

Premier Fishing and Brands
Limited
(Incorporated in the Republic of
South Africa)
Registration number
1998/018598/06
Share code: PFB
ISIN: ZAE000247516
("Premier" or “the Company”)




RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGE TO THE BOARD OF DIRECTORS

Shareholders are advised that:

•   there were 260 000 000 shares in issue as at the date of the AGM;
•   the total number of shares that were present in person/represented by proxy at the AGM was 223 171 502 shares being 85.84%
    of the total number of shares in issue.
•   Abstentions are represented below as a percentage of total number of shares in issue while the shares voted for and against are
    represented below as a percentage of the shares voted.


The detailed voting results of the AGM are set out below:

                                  Votes for         Votes          Number of          Number of           Shares
                                 resolution        against       shares voted at    shares voted      abstained as
                                    as a         resolution         the AGM         at the AGM as     a percentage
                                 percentage          as a                           a percentage      (%) of shares
                                   of total      percentage                                             in issue
                                  number of        of total                         (%) of shares
                                  shares          number of                          in issue
                                 voted at          shares
                                 AGM(%)            voted at
                                                    AGM(%)

Ordinary Resolution
Number 1:
To re-elect the following     99.99       0.01      209,907,333       85.84       5.10
Director who retires by
rotation:
Mr SP Mngconkola
Ordinary Resolution
Number 2:
To re-elect the following     94.05       5.95      223,162,502      85.84%       0.00
Director who retires by
rotation:
Adv Dr N Ramatlhodi
Ordinary Resolution
Number 3:
To re-elect the following
Director who retires by     WITHDRAWN
rotation:
Ms CF Hendricks
Ordinary Resolution
Number 4:
To re-elect the following     94.05       5.95      223,162,502       85.84       0.00
Director who retires by
rotation:
Mr K Abdulla
Ordinary Resolution
Number 5:
To re-elect the following     69.58       30.42      223,162,502       85.84      0.00
Director who retires by
rotation:
Mrs AB Amod
Ordinary Resolution
Number 6:
To re-appoint the following   69.58       30.42       223,162,502       85.84     0.00
member of the audit and
risk committee:
Mr S Young
Ordinary Resolution
Number 7:
To re-appoint the following   99.99        0.01        209,907,333       85.84   5.10
member of the audit and
risk committee:
Mr CL van der Venter
Ordinary Resolution
Number 8:
To re-appoint the following   92.12        7.88         168,562,502       85.84   21.00
member of the audit and
risk committee:
Adv Dr N Ramatlhodi
Ordinary Resolution
Number 9:
To re-appoint the following   99.99         0.01        155,307,333        85.84   26.10
member of the audit and
risk committee:
Mr SP Mngconkola
Ordinary Resolution
Number 10:
To re-appoint the following   69.58         30.42       223,162,502        85.84   0.00
member of the audit and
risk committee:
Ms RP Mosia
Ordinary Resolution
Number 11:
Re-appointment of BDO         100.00         0.00       223,162,502        85.84   0.00
Cape Inc. as the
independent auditor of the
Company
Ordinary Resolution
Number 12:
                              68.05         31.95       223,170,502        85.84   0.00
Control of authorised but
unissued ordinary shares
Ordinary Resolution
Number 13:
                              69.59         30.41       223,162,502        85.84   0.00
Non-binding endorsement
of the remuneration policy
of the Company
Ordinary Resolution
Number 14:   
Non-binding advisory vote     69.59        30.41       223,162,502         85.84   0.00
on the implementation of
the remuneration policy of
the Company
Ordinary Resolution
Number 15:
                              69.59         30.41       223,162,502        85.84   0.00
  Approval to issue “B”
  ordinary shares and/or
  options for cash


  Special Resolution
  Number 1:
  To approve the              94.16         5.84        222,908,545        85.84   0.10
  remuneration of the non-
  executive Directors
  Special Resolution
  Number 2:
                              92.12         7.88        168,570,502         85.84  21.00
  To approve inter-company
  financial assistance
  Special Resolution
  Number 3:
  To approve financial        92.11         7.89        168,570,502         85.84  21.00
  assistance for the
  subscription or purchase of
  shares in the Company or
  in a related or inter-related
  company
  Special Resolution
  Number 4:
  Approval for the Company      98.44        1.56        223,170,502         85.84  0.00
  or its subsidiaries to
  repurchase shares of the
  Company

The board of directors of Premier, advises shareholders that, all the resolutions, were duly approved by the requisite majority of
shareholders present and voting with the exception of ordinary resolution number 3 which was withdrawn and ordinary resolution
number 15 which was not passed as it did not obtain 75% shareholder approval as required.
Note:


Shareholders are further advised that, as ordinary resolution number 13, relating to the non-binding advisory vote on the remuneration
policy of the Company and ordinary resolution number 14 relating to the non-binding advisory vote on the implementation of the
remuneration policy, were voted against by 25% or more of the votes exercised by the Company’s shareholders present in person or
represented by proxy at the AGM, an invitation will be extended to such dissenting shareholders to engage with the Company. The
manner and timing of such engagement has not been finalised and the Company will issue a further announcement shortly setting out
such details.


CHANGES TO THE BOARD OF DIRECTORS

Ms CF Hendricks did not make herself available for re-election at the AGM and voluntary elected to step off the Board and accordingly
the requisite resolutions were withdrawn.

Accordingly, in compliance with paragraph 3.59(b) of the JSE Listings Requirements, the Company advises that Ms CF Hendricks was
not available for re-election to the Board (the Board) and is therefore no longer a director to the Board with effect from 19 February
2019.

The Board wishes to thank Ms Hendricks for her tenure on the Board and its Committees. The Board wishes to take this opportunity
of wishing her all of the very best and success going forward.

Cape Town
20 February 2019

Sponsor
Vunani Capital Proprietary Limited

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