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Results of Annual General Meeting
CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number 2005/027663/06)
Share code: CGR
ISIN: ZAE000109203
(“Calgro M3” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the Company’s annual general meeting of shareholders held today,
28 June 2019, all the resolutions as set out in the notice of annual general meeting, were duly
approved by the requisite majority of Calgro M3 shareholders present and voting, in person or by
proxy.
Details of the results of voting at the annual general meeting are as follows:
- Total number of issued ordinary shares: 147 044 518
- Total number of issued ordinary shares net of treasury shares (“Total Votable Ordinary Shares”):
128 150 069
- Total number of issued ordinary shares which were present/represented at the annual general
meeting: 106 460 425 being 83.07% of the Total Votable Ordinary Shares.
Ordinary Resolutions
Ordinary resolution number one: Re-election of non-executive director –ME Gama
For (1) Against (1) Abstentions (2) Shares voted (3)
106 388 871, being 6 610, being 0.01% 64 944, being 0.05% 106 395 481, being
99.99% 83.02%
Ordinary resolution number two: Re-election of non-executive director –BP Malherbe WITHDRAWN
For (1) Against (1) Abstentions (2) Shares voted (3)
N/A N/A N/A N/A
* Ordinary resolution number two was withdrawn following the resignation of BP Malherbe on 27
June 2019, with immediate effect.
Ordinary resolution number three: Appointment of non-executive director –GS Hauptfleisch
For (1) Against (1) Abstentions (2) Shares voted (3)
106 388 871, being 6 610, being 0.01% 64 944, being 0.05% 106 395 481, being
99.99% 83.02%
Ordinary resolution number four: Reappointment of Auditors (PricewaterhouseCoopers)
For (1) Against (1) Abstentions (2) Shares voted (3)
98 625 576, being 6 610, being 0.01% 7 828 239, being 6.11% 98 632 186, being
99.99% 76.97%
Ordinary resolution number five: Appointment of Audit Committee member – GS Hauptfleisch
For (1) Against (1) Abstentions (2) Shares voted (3)
106 388 871, being 6 610, being 0.01% 64 944, being 0.05% 106 395 481, being
99.99% 83.02%
Ordinary resolution number six: Appointment of Audit Committee member – RB Patmore
For (1) Against (1) Abstentions (2) Shares voted (3)
106 388 871, being 6 610, being 0.01% 64 944, being 0.05% 106 395 481, being
99.99% 83.02%
Ordinary resolution number seven: Appointment of Audit Committee member – ME Gama
For (1) Against (1) Abstentions (2) Shares voted (3)
106 388 871, being 6 610, being 0.01% 64 944, being 0.05% 106 395 481, being
99.99% 83.02%
Ordinary resolution number eight: General payments to shareholders
For (1) Against (1) Abstentions (2) Shares voted (3)
106 388 871, being 6 610, being 0.01% 64 944, being 0.05% 106 395 481, being
99.99% 83.02%
Ordinary resolution number nine Control of authorised but unissued shares
For (1) Against (1) Abstentions (2) Shares voted (3)
97 322 672, being 9 071 373, being 8.53% 66 380, being 0.05% 106 394 045, being
91.47% 83.02%
Ordinary resolution number ten: General authority to issue shares for cash
For (1) Against (1) Abstentions (2) Shares voted (3)
97 322 452, being 9 071 593, being 8.53% 66 380, being 0.05% 106 394 045, being
91.47% 83.02%
Ordinary resolution number eleven: Approval of Calgro M3 Executive Share Incentive Scheme 2019
For (1) Against (1) Abstentions (2) Shares voted (3)
100 792 624, being 9 766, being 0.01% 66 244, being 0.05% 100 802 390, being
99.99% 78.66%
Special Resolutions
Special resolution number one: General authority to repurchase shares
For (1) Against (1) Abstentions (2) Shares voted (3)
106 387 435, being 8 046, being 0.01% 64 944, being 0.05% 106 395 481, being
99.99% 83.02%
Special resolution number two: Remuneration of Non-executive Directors -1. Board appointees – 1.1
Chairperson
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Special resolution number two: Remuneration of Non-executive Directors -1. Board appointees – 1.2
Non-Executive Directors
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Special resolution number two: Remuneration of Non-executive Directors -2. Audit and Risk
Committee – 2.1 Chairperson
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Special resolution number two: Remuneration of Non-executive Directors -2. Audit and Risk
Committee – 2.2 Committee member
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Special resolution number two: Remuneration of Non-executive Directors -3. Remuneration
Committee – 3.1 Chairperson
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Special resolution number two: Remuneration of Non-executive Directors -3. Remuneration
Committee – 3.2 Committee member
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Special resolution number two: Remuneration of Non-executive Directors -4. Social and Ethics
Committee – 4.1 Chairperson
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Special resolution number two: Remuneration of Non-executive Directors -4. Social and Ethics
Committee – 4.2 Committee member
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Special resolution number two: Remuneration of Non-executive Directors -5. Investment Committee
– 5.1 Chairperson
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 151 166, being 0.14% 50 000, being 0.04% 106 410 425, being
99.86% 83.04%
Special resolution number two: Remuneration of Non-executive Directors -5. Investment Committee
– 5.2 Committee member
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Special resolution number three: Authorising general financial assistance
For (1) Against (1) Abstentions (2) Shares voted (3)
106 240 554, being 154 727, being 0.15% 65 144, being 0.05% 106 395 281, being
99.85% 83.02%
Non-Binding Advisory Endorsement of the Remuneration Philosophy (Policy)
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Non-Binding Advisory Endorsement of the Remuneration Implementation Report
For (1) Against (1) Abstentions (2) Shares voted (3)
106 259 259, being 135 861, being 0.13% 65 305, being 0.05% 106 395 120, being
99.87% 83.02%
Notes:
(1) The votes carried for and against each individual resolution are disclosed as a percentage in
relation to the total number of ordinary shares voted (whether in person or by proxy) in
respect of such individual resolution at the annual general meeting.
(2) The total number of ordinary shares abstained in respect of each individual resolution
(whether in person or by proxy) is disclosed as a percentage in relation to the Total Votable
Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person or by proxy) at the annual
general meeting in respect of each individual resolution is disclosed as a percentage in
relation to the Total Votable Ordinary Shares.
The relevant special resolutions will be lodged with the Companies and Intellectual Property
Commission in due course.
Johannesburg
28 June 2019
Sponsor
Grindrod Bank Limited
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