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AFRIMAT LIMITED - Results of the 2019 Annual General Meeting and Business Update

Release Date: 01/08/2019 17:38
Code(s): AFT     PDF:  
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Results of the 2019 Annual General Meeting and Business Update

Afrimat Limited
Incorporated in the Republic of South Africa
(Registration number: 2006/022534/06)
Share code: AFT ISIN: ZAE000086302
(“Afrimat” or “the Company”)


RESULTS OF THE 2019 ANNUAL GENERAL MEETING AND BUSINESS UPDATE

Afrimat shareholders are advised that at the annual general meeting (“AGM”) of shareholders held on
Wednesday, 31 July 2019, all the ordinary and special resolutions as set out in the notice of AGM, were
approved by the requisite majority of shareholders present or represented by proxy.

Afrimat had 143 262 412 ordinary shares in issue at the time of the AGM. The meeting was represented
by 111 453 927 Afrimat shares voting in person or by proxy. This represents 78,1% of the total issued
share capital that can be exercised at the meeting.

All resolutions proposed at the AGM, together with the percentage of shares abstained (as a percentage
of total issued share capital that can be exercised of the Company), ordinary shares voted (as a
percentage of total issued share capital that can be exercised of the Company) as well as the percentage
of votes carried for and against each resolution (as a percentage of shares voted), are as follows:

Ordinary resolution number 1: Adoption of the 2019 annual financial statements

           For                   Against                 Abstain               Shares voted

      111 026 045                114 174                 296 755               111 157 172

         99.90%                   0.10%                   0.21%                  77.59%



Ordinary resolution number 2: Issuing unissued shares or other equity securities for cash

           For                   Against                 Abstain               Shares voted

       90 900 852              20 239 367                378 707               111 075 220

         81.79%                  18.21%                   0.26%                  77.53%



Ordinary resolution number 3: To place unissued ordinary shares under the directors’ control

           For                   Against                 Abstain               Shares voted

      101 168 061               9 972 158                378 707               111 075 220

         91.03%                   8.97%                   0.26%                  77.53%
Ordinary resolution number 4: Re-election of Mr. Helmut N Pool as a director of the Company

            For                 Against                 Abstain              Shares voted

      110 964 082               176 137                 408 136              111 045 791

         99.84%                  0.16%                   0.28%                  77.51%



Ordinary resolution number 5: Re-election of Mr. Johannes HP van der Merwe as a director of the
Company

            For                 Against                 Abstain              Shares voted

      102 170 657              8 969 562                395 660              111 058 267

         91.93%                  8.07%                   0.28%                  77.52%



Ordinary resolution number 6: Election of Mr. Gert Coffee as a director of the Company

            For                 Against                 Abstain              Shares voted

      102 153 692              8 986 527                395 660              111 058 267

         91.91%                  8.09%                   0.28%                  77.52%



 Ordinary resolution number 7.1: Re-election of Mr. Loyiso Dotwana as a member of the Audit & Risk
 Committee

            For                 Against                 Abstain              Shares voted

      102 755 738              8 384 481                394 263              111 059 664

         92.46%                  7.54%                   0.28%                  77.52%



Ordinary resolution number 7.2: Re-election of Mr. Helmut N Pool as a member of the Audit & Risk
Committee

            For                 Against                 Abstain              Shares voted

      110 943 103               197 116                 412 612              111 041 315

         99.82%                  0.18%                   0.29%                  77.51%
Ordinary resolution number 7.3: Re-election of Mr. Jacobus F van der Merwe as a member of the Audit
& Risk Committee

            For                       Against                 Abstain               Shares voted

       110 932 636                   207 583                  395 660                111 058 267

           99.81%                     0.19%                   0.28%                    77.52%



Ordinary resolution number 7.4: Re-election of Mr. Hendrik JE van Wyk as a member of the Audit & Risk
Committee

            For                       Against                 Abstain               Shares voted

       109 476 677                   1 663 542                395 660                111 058 267

           98.50%                     1.50%                   0.28%                    77.52%



Ordinary resolution number 7.5: Re-election of Mr. Marthinus W von Wielligh as a member of the Audit
& Risk Committee

            For                       Against                 Abstain               Shares voted

       102 764 375                   8 375 844                404 136                111 049 791

           92.46%                     7.54%                   0.28%                    77.51%



Ordinary    resolution      number    8:   To    authorise   the   directors   to   reappoint   the   auditor,
PricewaterhouseCoopers Inc. together with Mr. Frans Weilbach as the individual registered auditor and
to fix their remuneration

            For                       Against                 Abstain               Shares voted

       111 067 711                    72 508                  415 423                111 038 504

           99.93%                     0.07%                   0.29%                    77.51%



Ordinary resolution number 9: Non-binding advisory vote – Remuneration policy

            For                       Against                 Abstain               Shares voted

       102 742 164                   8 398 055                415 423                111 038 504

           92.44%                     7.56%                   0.29%                    77.51%
Ordinary resolution number 10: To approve the implementation report in terms of King IV

           For                   Against                Abstain              Shares voted

       105 188 344              5 951 875               508 661              110 945 266

         94.64%                   5.36%                  0.36%                  77.44%



 Ordinary resolution number 11: To approve the new forfeitable share plan (“FSP”) rules

           For                   Against                Abstain              Shares voted

       103 300 093              7 840 126               474 756              110 979 171

         92.95%                   7.05%                  0.33%                  77.47%



 Ordinary resolution number 12: To authorise the directors of the Company or the Company Secretary
 to sign documentation

           For                   Against                Abstain              Shares voted

       111 085 282               54 937                 474 756              110 979 171

         99.95%                   0.05%                  0.33%                  77.47%



Special resolution number 1: To give directors general authority to repurchase Company shares

           For                   Against                Abstain              Shares voted

       111 015 920               124 299                313 708              111 140 219

         99.89%                   0.11%                  0.22%                  77.58%



Special Resolution Number 2.1: To give the Company general authority to pay fixed fee annual payments
to non-executive directors - Afrimat Chairman

           For                   Against                Abstain              Shares voted

       110 658 975               481 244                364 565              111 089 362

         99.57%                   0.43%                  0.25%                  77.54%
Special Resolution Number 2.2: To give the Company general authority to pay fixed fee annual payments
to non-executive directors - Afrimat Non-executive director

            For                   Against                 Abstain           Shares voted

       110 608 095               532 124                  364 565            111 089 362

         99.52%                   0.48%                       0.25%            77.54%



Special Resolution Number 2.3.1: To give the Company general authority to pay fixed fee annual
payments to non-executive directors - Audit & Risk Committee Chairman

            For                   Against                 Abstain           Shares voted

       110 650 607               489 612                  339 136            111 114 791

         99.56%                   0.44%                       0.24%            77.56%



Special Resolution Number 2.3.2: To give the Company general authority to pay fixed fee annual
payments to non-executive directors - Audit & Risk Committee Member

            For                   Against                 Abstain           Shares voted

       110 701 443               438 776                  347 613            111 106 314

         99.61%                   0.39%                       0.24%            77.55%



Special Resolution Number 2.4.1: To give the Company general authority to pay fixed fee annual
payments to non-executive directors - Remuneration Committee Chairman

            For                   Against                 Abstain           Shares voted

       110 658 939               481 280                  373 041            111 080 886

         99.57%                   0.43%                       0.26%            77.54%



Special Resolution Number 2.4.2: To give the Company general authority to pay fixed fee annual
payments to non-executive directors - Nominations Committee Chairman

            For                   Against                 Abstain           Shares voted

       110 658 865               481 354                  389 994            111 063 933

         99.57%                   0.43%                       0.27%            77.52%
Special Resolution Number 2.4.3: To give the Company general authority to pay fixed fee annual
payments to non-executive directors - Remuneration & Nominations Committee Member

            For                    Against                 Abstain               Shares voted

       110 701 108                439 111                  432 375                111 021 552

          99.60%                   0.40%                    0.30%                   77.50%



Special Resolution Number 2.5.1: To give the Company general authority to pay fixed fee annual
payments to non-executive directors - Social & Ethics and Sustainability Committee Chairman

            For                    Against                 Abstain               Shares voted

       110 667 383                472 836                  381 518                111 072 409

          99.57%                   0.43%                    0.27%                   77.53%



Special Resolution Number 2.5.2: To give the Company general authority to pay fixed fee annual
payments to non-executive directors - Social & Ethics and Sustainability Committee Member

            For                    Against                 Abstain               Shares voted

       110 701 275                438 944                  389 994                111 063 933

          99.61%                   0.39%                    0.27%                   77.52%



Special Resolution Number 2.6: To give the Company general authority to pay fixed fee annual payments
to non-executive directors - Investment Review Committee Chairman

            For                    Against                 Abstain               Shares voted

       110 667 383                472 836                  381 518                111 072 409

          99.57%                   0.43%                    0.27%                   77.53%



Special resolution number 3: Provision of financial assistance for subscription of securities

            For                    Against                 Abstain               Shares voted

       103 466 546               7 673 673                 344 802                111 109 125

          93.10%                   6.90%                    0.24%                   77.56%
Special resolution number 4: General authority to provide financial assistance to related or inter-related
companies and others

            For                   Against                  Abstain              Shares voted

       110 999 896                140 323                 370 231                111 083 696

          99.87%                   0.13%                   0.26%                   77.54%



Following the annual general meeting a business update was presented by Mr. Andries J van Heerden,
the Chief Executive Officer. This presentation is available on the Company’s website www.afrimat.co.za.


1 August 2019

Cape Town
Sponsor: Bridge Capital Advisors Proprietary Limited

Date: 01/08/2019 05:38:00
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