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Results of Annual General Meeting
SPANJAARD LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1960/004393/06)
Share Code: SPA ISIN: ZAE000006938
(“the Company”)
RESULTS OF ANNUAL GENERAL MEETING (“the AGM”)
Shareholders are advised that, at the AGM of the Company held on Thursday, 8 August 2019,
the controlling shareholder of the company, Spanjaard Group Limited, voted against a number of
the resolutions proposed and these resolutions were therefore not approved.
The resolutions not approved included inter alia the re-election as Directors of Messrs. DP van
der Nest (Non-Executive Chairman), K Welgemoed (CEO) and I Saunders (Financial Director). In
addition, Mrs. S Hari, the Chairperson of the Audit Committee, tendered her resignation as a Non-
Executive Director at the AGM.
The Board of the Company therefore presently consists of Ms TN Spanjaard (previously Stewart)
and Messrs. G Cort and C Palmer, all of whom are Executive Directors. The Company wishes to
thank the erstwhile Directors for their services and wishes the new Board well in its endeavors.
The Company has advised that the process of replacing the necessary Independent Non-
Executive Directors has already commenced and the outcome should be announced shortly.
Details of the resolutions and the voting are contained in the table below. The issued share
capital of the Company is 8 142 850 ordinary shares and there were 6,450,587 shares/votes in
attendance at the meeting.
Resolution proposed Total Number of Number of Number of
number of votes in votes abstentions:
votes cast: favour: (% of against: (% of issued
number (% total votes (% of total share
of issued cast) votes capital)
share cast)
capital)
Ordinary resolution number 1:
Approval of annual financial 6,450,587 6,446,190 4,397 Nil
statements (79,21%) (99,94%) (0.06%)
Ordinary resolution number 2: 6,450,587 6,446,190 4,397 Nil
Approval of directors’ remuneration (79,21%) (99,94%) (0.06%)
Ordinary resolution number 3: 6,450,587 6,446,190 4,397 Nil
Appointment and remuneration of (79,21%) (99,94%) (0.06%)
auditors
Ordinary resolution number 4: 6,450,587 495,536 5,955,051 Nil
Placing authorised but unissued (79,21%) (7,68%) (92,32%)
share capital under the control of the
directors.
Ordinary resolution number 5:
Appointment of members of the audit
committee
5.1 To appoint Mrs. S Hari as a 6,450,587 6,446,190 4,397 Nil
member and chairman of the audit (79,21%) (99,94%) (0.06%)
committee
5.2 To appoint Prof. DP van der Nest 6,450,587 567,692 5,885,895
as a member of the audit committee (79,21%) (8.80%) (91.20%) Nil
Ordinary resolution number 6:
To authorise any person authorised 6,450,587 6,446,190 4,397 Nil
by Levitt Kirson Business Services to (79,21%) (99,94%) (0.06%)
continue in office as company
secretary
Ordinary resolution number 7:
To confirm in terms of section 75(5) 6,450,587 567,692 5,885,895 Nil
of the Act that the directors have no (79,21%) (8.80%) (91.20%)
interests to declare in contracts
Ordinary resolution number 8:
To transact such other business as
may be transacted at an annual 6,450,587 6,374,034 76,553 Nil
general meeting. This included the (79,21%) (98.81%) (1.19%)
re-election of directors:
8.1 Prof DP Van Der Nest 6,450,587 495,536 5,878,498 76,553
(79,21%) (7.68%) (91.13%) (1,19%)
8.2 K Welgemoed 6,450,587 184,522 5,878,498 387,567
(79,21%) (2.86%) (91.13%) (6.01%)
8.2 I Saunders 6,450,587 24,522 5,878,498 547,567
(79,21%) (0.30%) (91.13%) (8.49%)
8.3 TN Spanjaard 6,450,587 5,867,088 Nil 583,502
(79,21%) (90,95%) (9.05%)
Non-binding advisory vote – 6,450,587 407,692 5,882,895 160,000
remuneration policy (79,21%) (6.32%) (91.20%) (2.48%)
Special resolution number 1: 6,450,587 6,286,190 4,397 160,000
Approval of financial assistance to (79,21%) (97.45%) (0.07%) (2.48%)
related or inter-related entities to the
company
Special resolution number 2: 6,450,587 6,286,190 4,397 160,000
Approval of financial assistance for (79,21%) (97.45%) (0.07%) (2.48%)
the subscription for or purchase of
securities by related or inter-related
entities to the company
Special resolution number 3: 6,450,587 5,975,176 4,397 471,014
Approval of the remuneration of non- (79,21%) (92.63%) (0.07%) (7.30%)
executive directors for services as
directors for the following year
Special resolution number 4: 6,450,587 407,692 5,882,895 160,000
Approval of the actions of directors (79,21%) (6.32%) (91.20%) (2.48%)
By order of the Board.
Levitt Kirson Business Services Proprietary Limited
Per: S Rothquel
Company Secretary
Johannesburg
13 August 2019
Sponsor
Arbor Capital Sponsors Proprietary Limited
Date: 13/08/2019 01:56:00
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