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RH BOPHELO LIMITED - Results Of Annual General Meeting

Release Date: 02/08/2019 14:38
Code(s): RHB     PDF:  
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Results Of Annual General Meeting

RH Bophelo Limited
Incorporated in the Republic of South Africa
(Registration number: 2016/533398/06)
JSE share code: RHB, ISIN: ZAE000244737
(“RH Bophelo” or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that at the Annual General Meeting (“AGM”) of RH Bophelo shareholders held
today Friday, 2 August 2019, all resolutions required to be passed in order to approve the proposed
resolutions were passed by the requisite majority of shareholders, with the exception of ordinary
resolution number 9 relating to the non-binding endorsement of RH Bophelo’s remuneration policy.

Details of the results of the AGM are as follows:

-     total number of shares in issue (excluding treasury shares) that could have been voted at the AGM:
      51,250,000; and
-     total number of shares present in person or by proxy was 49 752 689, representing 97.08% of the
      total shares in issue that could have been voted.

                                           For           Against        Abstained, in   Shares voted
                                                                        relation to
                                                                        total shares
                                                                        in issue
    Ordinary resolution number 1:
    Approval of financial statements
    Number of shares                       49 752 689    0              0               49 752 689
    Percentage                             100%          0%             0%              97.08%

    Ordinary resolution number 2:
    Resignation of Peter Mehlape as
    Director
    Number of shares                       49 752 689    0              0               49 752 689
    Percentage                             100%          0%             0%              97.08%

    Ordinary resolution number 3: Re-
    election of David Sekete as Director
    Number of shares                       49 752 689    0              0               49 752 689
    Percentage                             100%          0%             0%              97.08%

    Ordinary resolution number 4: Re-      Withdrawn
    election of Londeka Shezi as
    Director
    Number of shares                       n/a           n/a            n/a             n/a
    Percentage                             n/a           n/a            n/a             n/a

    Ordinary resolution number 5: Re-      Withdrawn
    appointment of Londeka Shezi as
    member of the Audit and
    Risk Committee
Number of shares                      n/a          n/a          n/a         n/a
Percentage                            n/a          n/a          n/a         n/a

Ordinary resolution number 6: Re-
appointment of Kgaogelo Ntshwana
as member of the Audit
and Risk Committee
Number of shares                      49 752 689   0            0           49 752 689
Percentage                            100%         0%           0%          97.08%

Ordinary resolution number 7: Re-
appointment of Solly Motuba as
member of the Audit and
Risk Committee
Number of shares                      49 752 689   0            0           49 752 689
Percentage                            100%         0%           0%          97.08%

Ordinary resolution number 8: Re-
appointment of Deloitte & Touche
as auditors
Number of shares                      49 752 629   0            60          49 752 629
Percentage                            100%         0%           0%          97.08%

Ordinary resolution number 9: Non-
binding endorsement of RH
Bophelo Limited’s
remuneration policy
Number of shares                      2 727 320    42 456 175   4 569 194   45 183 495
Percentage                            6.04%        93.96%       8.92%       88.16%

Ordinary resolution number 10:
Unissued shares under the control
of the Directors
Number of shares                      45 155 291   4 597 398    0           49 752 689
Percentage                            90.76%       9.24%        0%          97.08%

Ordinary resolution number 11:
General authority to issue shares
for cash
Number of shares                      45 155 291   4 597 398    0           49 752 689
Percentage                            90.76%       9.24%        0%          97.08%

Special resolution number 1:
Remuneration of Non-executive
Directors
Number of shares                      45 183 495   0            4 569 194   45 183 495
Percentage                            100%         0%           8.92%       88.16%

Special resolution number 2: Inter-
company financial assistance
Number of shares                      45 183 495   4 569 194    0           49 752 689
Percentage                            90.82%       9.18%        0%          97.08%
 Special resolution number 3:
 Financial assistance for the
 subscription/or acquisition of
 shares in the Company or a related
 or inter-related company
 Number of shares                        45 183 495      4 569 194      0                49 752 689
 Percentage                              90.82%          9.18%          0%               97.08%

 Ordinary resolution number 12:
 Authority for Directors or Company
 Secretary to implement
 resolutions
 Number of shares                        49 752 689      0              0                49 752 689
 Percentage                              100%            0%             0%               97.08%



*RH Bophelo hereby informs Shareholders that the Company does not have any employees. The Company
has entered into a management agreement with RH Bophelo Management Company (Pty) Ltd (“ManCo”),
whereby the ManCo undertakes the recruitment of employees. RH Bophelo’s remuneration policy has
been developed to guide the ManCo within the principles of the remuneration policy.

As required in terms of the King IV Report on Corporate Governance for South Africa and paragraph
3.84(k) of the JSE Limited Listings Requirements, RH Bophelo invites those Shareholders who voted against
ordinary resolution number 9 (“Dissenting Shareholders”) to engage with the Company regarding their
views on RH Bophelo’s remuneration policy. Dissenting Shareholders may forward their concerns /
questions regarding RH Bophelo’s remuneration policy to Mr Dion Mhlaba, the financial director via email
at dion@rhbophelo.co.za by 10am on 30 August 2019. Following receipt of written communication by the
financial director, such Dissenting Shareholders will be invited to attend a meeting with the Chairperson
of the Remuneration Committee, Dr Kgaogelo Ntshwana / management, at 10am on 3 September 2019
(“Meeting”), to discuss the concerns / questions raised. The venue of the Meeting will be communicated
to Dissenting Shareholders who have forwarded their concerns / questions to the financial director.

Johannesburg
2 August 2019

Company Secretary: Corporate Vision Consulting Proprietary Limited
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited

Date: 02/08/2019 02:38:00
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