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PEREGRINE HOLDINGS LIMITED - Results of annual general meeting and notification of designated representative of the company secretary

Release Date: 06/09/2019 11:00
Code(s): PGR     PDF:  
 
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Results of annual general meeting and notification of designated representative of the company secretary

PEREGRINE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1994/006026/06)
Share code: PGR ISIN: ZAE000078127
(“Peregrine” or “the company”)


RESULTS OF ANNUAL GENERAL MEETING AND NOTIFICATION OF DESIGNATED REPRESENTATIVE OF THE COMPANY SECRETARY


Shareholders are advised that at the annual general meeting of shareholders held on Thursday, 5 September 2019 (in
terms of the notice dispatched on Wednesday, 31 July 2019) all the resolutions tabled thereat were passed by the
requisite majority of Peregrine shareholders, with the exception of ordinary resolution 9 in respect of a general
authority to issue shares for cash which was withdrawn at the commencement of the meeting and the non-binding
advisory votes on Peregrine’s remuneration policy and remuneration implementation report which were voted
against by more than 25% of votes exercised at the meeting.

Details of the results of voting at the annual general meeting are as follows:

    - total number of Peregrine shares in issue as at the date of the annual general meeting: 220 467 242
    - total number of Peregrine shares that were present/represented at the annual general meeting: 140 921 884
      being 63.92% of the total number of Peregrine shares that could have been voted at the annual general
      meeting.

Ordinary resolution 1: To adopt the financial statements of the company for the year ended 31 March 2019,
including the Directors’ Report and reports of the Audit Committee and the Social and Ethics Committee

 Shares voted*                   For                            Against                    Abstentions^
 140 127 190, being 63.56%       140 126 390, being 100%        800, being 0.00%           794 694, being 0.36%

Ordinary resolution 2: To re-elect S Sithole as a director of the company

 Shares voted*                   For                            Against                    Abstentions^
 140 773 217, being 63.85%       139 781 105, being 99.30%      992 112, being 0.70%       148 667, being 0.07%

Ordinary resolution 3: To re-elect LN Harris as a director of the company

 Shares voted*                   For                            Against                    Abstentions^
 140 773 217, being 63.85%       107 757 555, being 76.55%      33 015 662, being 23.45%   148 667, being 0.07%

Ordinary resolution 4: To not fill the vacancy created by the retirement of BC Beaver

 Shares voted*                   For                            Against                    Abstentions^
 140 771 532, being 63.85%       119 451 319, being 84.85%      21 320 213, being 15.15%   150 352, being 0.07%

Ordinary resolution 5: To confirm the appointment of AP Moller as a director of the company

 Shares voted*                   For                            Against                    Abstentions^
 140 773 217, being 63.85%       121 311 962, being 86.18%      19 461 255, being 13.82%   148 667, being 0.07%

Ordinary resolution 6: To re-appoint the auditors, Deloitte & Touche and Lesley Karin Wallace as the individual
registered auditor

 Shares voted*                  For                            Against                     Abstentions^
 140 781 098, being 63.86%      134 924 161, being 95.84%      5 856 937, being 4.16%      140 786, being 0.06%

Ordinary resolution 7.1: To appoint SI Stein as a member and chairman of the Audit Committee

 Shares voted*                  For                            Against                     Abstentions^
 140 773 217, being 63.85%      109 305 576, being 77.65%      31 467 641, being 22.35%    148 667, being 0.07%

 Ordinary resolution 7.2: To appoint S Sithole as a member of the Audit Committee

 Shares voted*                  For                            Against                     Abstentions^
 140 773 217, being 63.85%      140 118 018, being 99.53%      655 199, being 0.47%        148 667, being 0.07%

 Ordinary resolution 7.3: To appoint B Tlhabanelo as a member of the Audit Committee

 Shares voted*                  For                            Against                     Abstentions^
 140 773 217, being 63.85%      139 869 543, being 99.36%      903 674, being 0.64%        148 667, being 0.07%

Ordinary resolution 8: To place unissued shares under directors’ control

 Shares voted*                  For                            Against                     Abstentions^
 140 773 217, being 63.85%      86 365 287, being 61.35%       54 407 930, being 38.65%    148 667, being 0.07%

Ordinary resolution 9: To approve a general authority to issue shares for cash

 Withdrawn

Ordinary resolution 10: To authorise the directors or the company secretary to sign documentation

 Shares voted*                  For                            Against                     Abstentions^
 140 781 098, being 63.86%      140 454 857, being 99.77%      326 241, being 0.23%        140 786, being 0.06%

Special resolution 1: To approve the fees payable to non-executive directors

 Shares voted*                  For                            Against                     Abstentions^
 140 776 413, being 63.85%      137 536 683, being 97.70%      3 239 730, being 2.30%      145 471, being 0.07%

Special resolution 2: To grant a general authority to directors to repurchase company shares

 Shares voted*                  For                            Against                     Abstentions^
 140 634 331, being 63.79%      139 473 584, being 99.17%      1 160 747, being 0.83%      287 553, being 0.13%
Special resolution 3: Financial assistance to related and inter-related parties

 Shares voted*                   For                             Against                    Abstentions^
 140 773 217, being 63.85%       131 862 941, being 93.67%       8 910 276, being 6.33%     148 667, being 0.07%

Non-binding advisory vote 1: Endorsement of the remuneration policy

 Shares voted*                   For                             Against                    Abstentions^
 140 776 413, being 63.85%       72 510 140, being 51.51%        68 266 273, being 48.49%   145 471, being 0.07%

Non-binding advisory vote 2: Endorsement of the remuneration implementation report

 Shares voted*                   For                             Against                    Abstentions^
 140 776 413, being 63.85%       72 266 684, being 51.33%        68 509 729, being 48.67%   145 471, being 0.07%
* shares voted in relation to total shares in issue (excluding abstentions)
^ in relation to total shares in issue (excluding treasury shares)

In respect of the non-binding advisory votes on the endorsement of the remuneration policy and the endorsement of
the remuneration implementation report, Peregrine has been involved in an engagement process with dissenting
shareholders to ascertain their concerns on both the remuneration policy and remuneration implementation report
and will continue to do so.

Peregrine extends an invitation to all shareholders, who have not yet engaged with the company and who have
concerns on the remuneration policy and/or the remuneration implementation report, to address their concerns to the
Chairman of the Remuneration Committee, Leonard Harris at lharris@iafrica.com by 13 September 2019. Peregrine
will consider all concerns and take steps to address legitimate and reasonable objections and concerns.

Peregrine will keep shareholders informed of the progress made in this regard.

Shareholders are referred to the announcement released on 7 March 2019, wherein shareholders were advised that
Mandy Yachad would step down from the board of directors of Peregrine and as representative of the company
secretary, Peregrine Management Services Proprietary Limited with effect from 30 September 2019. Shareholders
are hereby advised that Mandy will continue as the representative of Peregrine Management Services Proprietary
Limited, Peregrine’s company secretary, after 30 September 2019.

6 September 2019


Joint sponsor
Java Capital


Joint independent sponsor
Deloitte & Touche Sponsor

Date: 06/09/2019 11:00:00
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