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SHOPRITE HOLDINGS LIMITED - Results of annual general meeting

Release Date: 04/11/2019 17:20
Code(s): SHP     PDF:  
 
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Results of annual general meeting

Shoprite Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1936/007721/06)
ISIN no: ZAE000012084
JSE share code: SHP
NSX share code: SRH
LUSE share code: SHOPRITE
(“Shoprite Holdings” or the “Company”)

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the annual general meeting (“AGM”) of Shoprite Holdings shareholders held at the registered offices of the Company on 4 November
2019 were as follows:

   Resolution                                Number of shares voted     Percentage of shares in         In favour of**                Against**                 Abstained***
                                                                                issue*                        %                           %                           %
                                                                                   %
                                             Ordinary        Deferred    Ordinary      Deferred      Ordinary        Deferred     Ordinary      Deferred      Ordinary      Deferred
                                               shares          shares      shares        shares        shares          shares       shares        shares        shares        shares
   Ordinary resolution number 1:            473729026       264969112      85.22%         100%         99.58%            100%       0.42%            0%         0.35%            0%
   Approval of Annual Financial
   Statements
   Ordinary resolution number 2:            475086222       264969112      85.46%         100%         82.06%            100%      17.94%            0%         0.12%            0%
   Re-appointment of Auditors
   Ordinary resolution number 3:            473809224       264969112      85.23%         100%         38.80%            100%      61.20%            0%         0.33%            0%
   Re-election of Dr CH Wiese
   Ordinary resolution number 4:            475076032       264969112      85.46%         100%         99.03%            100%       0.97%            0%         0.12%            0%
   Re-election of Ms A M le Roux
   Ordinary resolution number 5:            475076032       264969112      85.46%         100%         85.66%            100%      14.34%            0%         0.12%            0%
   Appointment of Mr JF Basson as
   Chairperson and Member of the
   Shoprite Holdings Audit and Risk
   Committee
   Ordinary resolution number 6:            475075598       264969112      85.46%         100%         99.17%            100%       0.83%            0%         0.12%            0%
   Appointment of Ms A M le Roux as
   Member of the Shoprite Holdings
   Audit and Risk Committee
   Ordinary resolution number 7:            475075096       264969112      85.46%         100%         99.17%            100%       0.83%            0%         0.12%            0%
   Appointment of Mr J A Rock as
   Member of the Shoprite Holdings
  Audit and Risk Committee
  Ordinary resolution number 8:             475084197       264969112      85.46%         100%         84.08%            100%      15.92%            0%         0.12%            0%
  General Authority over Unissued
  Ordinary Shares
  Ordinary resolution number 9:             475084206       264969112      85.46%         100%         83.90%            100%      16.10%            0%         0.12%            0%
  General Authority to Issue Shares for
  Cash
  Ordinary resolution number 10:            475084286       264969112      85.46%         100%         99.81%            100%       0.19%            0%         0.12%            0%
  General Authority to Directors
  and/or Company Secretary
  Ordinary resolution number 11.1:          475080974       264969112      85.46%         100%         80.62%            100%      19.38%            0%         0.12%            0%
  Non-binding Advisory Vote on the
  Remuneration Policy of Shoprite
  Holdings
  Ordinary resolution number 11.2:          475081105       264969112      85.46%         100%         79.75%            100%      20.25%            0%         0.12%            0%
  Non-binding Advisory Vote on the
  Implementation of the
  Remuneration Policy
  Ordinary resolution number 12:            448915940       264969112      80.75%         100%         26.00%              0%      74.00%          100%         3.53%            0%
  Election of Mr J F le Roux
  Special resolution number 1:
  Remuneration payable to Non-
  executive Directors:
 a) Chairperson of the Board                475081548       264969112      85.46%         100%         99.50%            100%      0.50%            0%          0.12%            0%
 b) Lead Independent Director               475081548       264969112      85.46%         100%         99.37%            100%      0.63%            0%          0.12%            0%
 c) Non-executive Directors                 475081548       264969112      85.46%         100%         99.40%            100%      0.60%            0%          0.12%            0%
 d) Chairperson of the Audit and Risk       475081558       264969112      85.46%         100%         99.90%            100%      0.10%            0%          0.12%            0%
    Committee
 e) Members of the Audit and Risk           471081558       264969112      85.46%         100%         99.90%            100%      0.10%            0%          0.12%            0%
    Committee
 f) Chairperson of the                      474186732       264969112      85.30%         100%         99.69%            100%      0.31%            0%          0.27%            0%
    Remuneration Committee
 g) Members of the Remuneration             474186232       264969112      85.30%         100%         99.81%            100%      0.19%            0%          0.27%            0%
    Committee
 h) Chairperson of the Nomination           474186587       264969112      85.30%         100%         99.69%            100%      0.31%            0%          0.27%            0%
    Committee
 i) Members of the Nomination               474186597       264969112      85.30%         100%         99.81%            100%      0.19%            0%          0.27%            0%
    Committee
 j) Chairperson of the Social and           474192259       264969112      85.30%         100%         99.81%            100%      0.19%            0%          0.27%            0%
    Ethics Committee
      k) Members of the Social and Ethics   474192282       264969112      85.30%         100%         99.81%            100%      0.19%            0%          0.27%            0%
         Committee
      l) Remuneration Payable for           474186527       264969112      85.30%         100%         99.85%            100%      0.15%            0%          0.27%            0%
         Additional Fee: Per Meeting
      m) Remuneration Payable for           474186527       264969112      85.30%         100%         62.72%            100%     37.28%            0%          0.27%            0%
         Additional Fee: Per Hour
  Special resolution number 2               474190350       264969112      85.30%         100%         58.18%            100%     41.82%            0%          0.27%            0%
  Financial Assistance to Subsidiaries,
  Related and Inter-related Entities
  Special resolution number 3               474583358       264969112      85.37%         100%         98.58%            100%      1.42%            0%          0.20%            0%
  General Approval to Repurchase
  Shares
  Special resolution number 4               475056959       264969112      85.46%         100%           100%            100%         0%            0%          0.12%            0%
  Approval of Amendment to Clause 1
  of the Memorandum of
  Incorporation of the Company

 *        Based on 555 901 930 ordinary shares (591 338 502 ordinary shares less 35 436 572 treasury shares) and 264 969 112 deferred shares (305 621 601 deferred shares less 40 652 489
          deferred shares which are currently restricted from voting) in issue at the date of the AGM.
 **       In relation to the total number of shares voted at the AGM.
 ***      In relation to the total number of shares in issue at the date of the AGM.

Based on the above voting results, all resolutions (except ordinary resolution 12 and special resolution 2) were passed by the requisite majority of Shoprite Holdings shareholders present in
person or represented by proxy at the AGM.

Cape Town
4 November 2019

Sponsor
Nedbank Corporate and Investment Banking

Date: 04/11/2019 05:20:00
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