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SPANJAARD LIMITED - Results of Annual General Meeting

Release Date: 13/08/2019 13:56
Code(s): SPA     PDF:  
 
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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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