PBT GROUP LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

    PBT Group Limited

    (Incorporated in the Republic of South Africa)

    (Registration number: 1936/008278/06)

    JSE Share code: PBG

    ISIN: ZAE000256319

    (“PBT Group” or “the Company”)


    RESULTS OF ANNUAL GENERAL MEETING

    PBT Group shareholders are advised that at the annual general meeting (“AGM”) of shareholders
    held today, Friday, 2 August 2019, all the ordinary and special resolutions as set out in the notice of
    AGM dated 5 July 2019, were approved by the requisite majority of shareholders present or
    represented by proxy.


    The total number of shares in issue (excluding treasury shares) that could have been voted at the
    AGM was 107 946 962 and the total number of shares present at the AGM in person or by proxy
    was 45 721 297, representing 42.36% of the total shares in issue that could have been voted.


    All resolutions proposed at the AGM, the total number of ordinary shares voted in person or by proxy
    (in total and as a percentage of total issued share capital of the Company), the percentage of shares
    abstained and the percentage of votes carried for and against each resolution are as follows:


          Resolution                 Number of          % of         % of       % of votes     % of votes
                                       shares          shares       shares      carried for      against
                                      voted in        voted in    abstained2        the            the
                                     person or       person or                  resolution3     resolution3
                                      by proxy       by proxy1
Ordinary Resolutions
1    Re-appointment of BDO as         45 718 624        42.35        0.00           100             0.00
     independent auditor and
     Imtiaaz Hashim as
     designated auditor
2 Re-appointment of non-
executive directors:
2.1 Herman Steyn                      45 718 624        42.35        0.00          100             0.00
2.2 Arthur Winkler                    45 718 624        42.35        0.00          100             0.00
3 Appointment of audit and risk 
committee
3.1 Appointment of Arthur             45 718 624        42.35         0.00         100             0.00
     Winkler as member and
     chairman of audit committee
3.2 Appointment of Cheree             45 718 624        42.35         0.00         100             0.00
     Dyers as member of audit
     committee
3.3 Appointment of Tony Taylor        45 718 624        42.35         0.00         100             0.00
     committee
4    General authority to issue       45 718 354        42.35         0.00         100             0.00
     shares for cash
5    Directors’ and company           45 718 366        42.35         0.00         100             0.00
     secretary’s authority to
     implement resolutions
6    Endorsement of the
     remuneration report
6.1 Endorsement of                     45 718 612        42.35        0.00         87.19          12.81
     Remuneration Policy
6.2 Endorsement of                     45 718 612        42.35        0.00         87.19          12.81
     Implementation Report 
7    General payments                  45 718 354        42.35        0.00         100             0.00

Special Resolutions
1    Authority to provide financial    45 718 354        42.35        0.00         87.20          12.80
     assistance section 44 and
     45 of the Companies Act
2    General authority to              45 718 366        42.35        0.00         100             0.00
     repurchase shares

3    Authority to pay non-             45 718 366        42.35        0.00         87.20          12.80
     executive directors’
     remuneration

    1   Calculated as the number of shares voted (in favour, against or abstained) in person or by proxy expressed as a
        percentage of the total shares in issue eligible to vote, being 107 946 962 (calculated as the total shares in issue less
        non-voting treasury shares).

    2   Calculated as the number of shares abstained in person or by proxy expressed as a percentage of the total shares in
        issue eligible to vote.

    3   Calculated as the number of shares voted (in favour or against, as indicated) in person or by proxy expressed as a
        percentage of the aggregate number of shares voted in person or by proxy (excluding abstentions).

The special resolutions, where appropriate, will be filed with the Companies and Intellectual Property
Commission.



Cape Town
2 August 2019
Sponsor: Sasfin Capital (a Member of the Sasfin Group)

Date: 02/08/2019 01:00:00
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