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SANLAM LIMITED - Results of Annual General Meeting

Release Date: 06/06/2019 14:40
Code(s): SLM     PDF:  
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Results of Annual General Meeting

Sanlam Limited
(Incorporated in the Republic of South Africa)
Registration number 1959/001562/06
JSE share code: SLM
NSX share code: SLA
A2X share code: SLM
ISIN: ZAE000070660
(“Sanlam” or the “Company”)

Results of Annual General Meeting

Shareholders are advised that the special and ordinary resolutions proposed in the notice to shareholders
dated 15 March 2019, were passed by the requisite majority of votes of shareholders present in person or
represented by proxy at the 21st annual general meeting held on Wednesday, 5 June 2019 at 14:00 (“Annual
General Meeting”).

As at Friday, 24 May 2019, being the Annual General Meeting record date (“Voting Record Date”), the total
number of Sanlam ordinary shares of 1 cent each in issue was 2 343 338 047 (“Sanlam Issued Ordinary
Shares”).

The Sanlam ordinary shares eligible to vote by being present in person or by submitting proxies was
2 172 343 535, being 92.70% of Sanlam Issued Ordinary Shares.

The voting details with respect to the proposed resolutions were as follows:

1.   Ordinary Resolution No 1 – Presenting the Sanlam Annual Reporting (incorporating Integrated
     Report, Corporate Governance Report, Remuneration Report and Annual Financial Statements)


                                                                                        Ordinary Shares
                         Total Ordinary Shares voted
                                                                                              abstained
     For (%)            Against (%)                Number                %(1)              %(1)
       100                   0               1 790 666 262              82.43             0.27

2.   Ordinary Resolution No 2 – Re-appointment of Ernst & Young Inc. as independent auditors


                                                                                        Ordinary Shares
                        Total Ordinary Shares voted
                                                                                              abstained
     For (%)            Against (%)                Number              %(1)              %(1)
      82.89                17.11             1 794 783 074             82.62             0.08

3.   Ordinary Resolution No 3 – Appointment of director


                                                                                            Ordinary
                                          Total Ordinary Shares voted                        Shares
                                                                                            abstained
     Director                             Against
                           For (%)                            Number            %(1)              %(1)
                                           (%)
 3.1 S Zinn                 99.18           0.82            1 789 330 599       82.37             0.33
4.   Ordinary Resolution No 4 – Re-election of directors


                                                                                   Ordinary
                                         Total Ordinary Shares voted                Shares
                                                                                   abstained
     Directors                          Against
                          For (%)                            Number        %(1)      %(1)
                                         (%)
 4.1 PT Motsepe            90.61         9.39              1 794 776 415   82.62     0.08
 4.2 KT Nondumo            94.91         5.09              1 794 775 326   82.62     0.08
 4.3 CG Swanepoel          99.62         0.38              1 794 772 214   82.62     0.08
 4.4 AD Botha              73.53        26.47              1 789 326 864   82.37     0.33
 4.5 SA Nkosi              77.88        22.12              1 789 320 459   82.37     0.34

5.   Ordinary Resolution No 5 – Re-election of executive director


                                                                                   Ordinary
                                         Total Ordinary Shares voted                Shares
                                                                                   abstained
     Director                           Against
                          For (%)                            Number        %(1)      %(1)
                                         (%)
 5.1 IM Kirk               99.04         0.96              1 794 584 036   82.61     0.08

6. Ordinary Resolution No 6 – Election of the members of Sanlam Audit, Actuarial and Finance
   Committee (“Audit Committee”)


                                                                                   Ordinary
                                         Total Ordinary Shares voted                Shares
                                                                                   abstained
     Directors                          Against
                          For (%)                            Number        %(1)      %(1)
                                         (%)
 6.1 AD Botha              72.89        27.11              1 789 131 584   82.36     0.33
 6.2 P Hanratty            99.53         0.47              1 794 783 035   82.62     0.08
 6.3 M Mokoka              99.53         0.47              1 794 777 030   82.62     0.08
 6.4 KT Nondumo            99.48         0.52              1 794 777 798   82.62     0.08
 7. Ordinary Resolution No 7 – Advisory vote on the Company’s Remuneration policy and the
    Remuneration Implementation report


                                                                                             Ordinary
                                           Total Ordinary Shares voted                        Shares
                                                                                             abstained
                                               Against
                                For (%)                          Number              %(1)       %(1)
                                                (%)
     7.1
     Remuneration policy         98.35           1.65        1 788 086 729           82.31      0.39
     7.2 Remuneration
     Implementation report       93.00           7.00        1 787 489 292           82.28      0.42

8.    Ordinary Resolution No 8 – To note the total amount of non-executive directors’ and executive
      directors’ remuneration for the financial year ended 31 December 2018


                                                                                             Ordinary
                               Total Ordinary Shares voted                                    Shares
                                                                                             abstained
            For (%)          Against (%)            Number                   %(1)              %(1)
             99.46              0.54             1 784 873 334               82.16             0.40

9.    Ordinary Resolution No 9 – To place unissued ordinary shares under the control of the directors


                                                                                             Ordinary
                               Total Ordinary Shares voted                                    Shares
                                                                                             abstained
            For (%)          Against (%)            Number                   %(1)              %(1)
             97.07              2.93             1 794 757 600               82.62             0.08

10. Ordinary Resolution No 10 – General authority to issue shares for cash


                                                                                             Ordinary
                               Total Ordinary Shares voted                                    Shares
                                                                                             abstained
            For (%)          Against (%)            Number                   %(1)              %(1)
             97.00              3.00             1 794 756 401               82.62             0.08

11. Ordinary Resolution No 11 – To authorise any director of the Company and, where applicable,
    the secretary of the Company (“Company Secretary”), to implement the aforesaid Ordinary and
    the undermentioned Special Resolutions


                                                                                     Ordinary
                          Total Ordinary Shares voted                                 Shares
                                                                                     abstained
       For (%)           Against (%)           Number                %(1)               %(1)
        99.50               0.50            1 794 448 999            82.60              0.08

12. Special Resolution No 1 – Approval of the non-executive directors’ remuneration for their
    services as directors


                                                                                      Ordinary
                           Total Ordinary Shares voted                                 Shares
                                                                                      abstained
         For (%)             Against (%)           Number               %(1)             %(1)
          99.33                 0.67            1 789 324 909          82.37             0.33

13. Special Resolution No 2 – General authority to provide financial assistance in terms of section
    44 of the Companies Act (Act 71 of 2008)


                                                                                      Ordinary
                           Total Ordinary Shares voted                                 Shares
                                                                                      abstained
         For (%)             Against (%)           Number               %(1)             %(1)
          99.37                 0.63            1 794 752 407          82.62             0.08

14. Special Resolution No 3 – General authority to provide financial assistance in terms of section
    45 of the Companies Act (Act 71 of 2008)


                                                                                     Ordinary
                          Total Ordinary Shares voted                                 Shares
                                                                                     abstained
         For (%)             Against (%)           Number               %(1)            %(1)
          99.37                 0.63            1 794 755 462          82.62            0.08

15. Special Resolution No 4 – Authority to the Company or a subsidiary of the Company to acquire
    the Company’s securities


                                                                                      Ordinary
                           Total Ordinary Shares voted                                 Shares
                                                                                      abstained
         For (%)             Against (%)           Number               %(1)             %(1)
          99.20                 0.80            1 793 492 557          82.56             0.14

16. Special Resolution No 5 – To amend the trust deed of the Sanlam Limited Share Incentive Trust


                                                                                         Ordinary
                           Total Ordinary Shares voted                                    Shares
                                                                                         abstained
         For (%)             Against (%)             Number               %(1)              %(1)
          98.91                  1.09             1 786 988 923           82.26             0.43

  (1)    Expressed as a percentage of 2 172 342 535 Sanlam ordinary shares in issued as at the Voting
         Record Date.


Group Company Secretary
Sana-Ullah Bray
Sana-ullah.bray@sanlam.co.za


Bellville
6 June 2019

Sponsor
The Standard Bank South Africa Limited

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