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Results Of The Annual General Meeting
KAP INDUSTRIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1978/000181/06)
Share code: KAP
ISIN: ZAE000171963
(“the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that the Company’s annual general meeting was held at
14:30 today, Wednesday, 13 November 2019, at the Investec building at 36 Hans Strijdom
Avenue, Foreshore, Cape Town (“AGM”). The results of the voting at the AGM are as follows:
Votes
FOR Votes
the AGAINST
resolution the
as a resolution
percentage as a Number of Number of
of percentage shares shares
total of total voted at the abstained
number number of Number of AGM as a as a
of shares shares shares percentage percentage
Resolutions voted at voted at the voted at the of shares in of shares in
proposed at the AGM the AGM AGM AGM issue issue
Ordinary resolution 95,45% 4,55% 2 325 306 85,99% 0,81%
number 1: 055
Re-appointment of
audit firm and
individual auditor
Ordinary resolution
number 2:
Re-election of
directors who retire by
rotation
2.1 Mr GN Chaplin 99,52% 0,48% 2 326 089 86,02% 0,69%
140
2.2 Mrs IN Mkhari 90,23% 9,77% 2 325 026 85,98% 0,82%
550
2.3 Mr SH Nomvete 91,40% 8,60% 2 325 026 85,98% 0,82%
550
2.4 Reducing the 97,97% 2,03% 2 328 594 86,11% 0,69%
number of 554
directors on the
Board
Ordinary resolution
number 3:
Re-election of Audit
& Risk committee
members:
3.1 Mr PK Quarmby 100% 0% 2 328 599 25 86,11% 0,69%
(as chair) 0
3.2 Mr SH Müller 100% 0% 2 328 599 25 86,11% 0,69%
0
3.3 Mr SH Nomvete 78,47% 21,53% 2 325 026 85,98% 0,82%
550
Ordinary resolution 54,85% 45,15% 2 320 897 85,83% 0,69%
number 4: 091
Placing of ordinary
shares under the
control of the
directors for
commercial
purposes
Ordinary resolution 64,30% 35,70% 2 320 897 85,83% 0,69%
number 5: 091
Placing of
preference shares
under the control of
the directors for
commercial
purposes
Ordinary resolution 59,57% 40,43% 2 320 862 85,83% 0,69%
number 6: 386
General authority to
create and issue
convertible
instruments
Ordinary resolution 99,95% 0,05% 2 328 601 86,11% 0,69%
number 7: 795
General authority to
distribute share
capital and
reserves
Ordinary resolution
number 8:
Non-binding
advisory votes to
endorse KAP’s:
8.1 Remuneration 68,54% 31,46% 2 320 877 85,83% 0,69%
Policy 420
8.2 Implementation 58,01% 41,99% 2 320 877 85,83% 0,69%
Report on the 920
Remuneration
Policy
Ordinary resolution 96,25% 3,75% 2 325 752 86,01% 0,69%
number 9: 534
Ratification relating
to personal
financial interest
arising from
multiple intergroup
directorships
Special resolution 99,95% 0,05% 2 328 569 86,11% 0,69%
number 1: 913
General authority to
repurchase shares
issued by the
Company
Special resolution
number 2:
Approval of fees
payable to non-
executive directors:
11.1 Independent 99,95% 0,05% 2 328 594 86,11% 0,69%
non- 220
executive
chairman
11.2 Non- 99,97% 0,03% 2 323 731 85,93% 0,69%
executive 392
deputy
chairman
11.3 Board 99,97% 0,03% 2 323 731 85,93% 0,69%
Member 392
11.4 Ad hoc 99,33% 0,67% 2 323 731 85,93% 0,69%
meeting fees 392
(fee per
formal
meeting)
11.5 Audit & Risk 100% 0% 2 328 594 86,11% 0,69%
committee 220
chairman
11.6 Audit & Risk 100% 0% 2 328 594 86,11% 0,69%
committee 220
member
11.7 Human 100% 0% 2 323 731 39 85,93% 0,69%
Resources & 2
Remuneratio
n committee
chairman
11.8 Human 100% 0% 2 323 731 39 85,93% 0,69%
Resources & 2
Remuneratio
n committee
member
11.9 Nomination 100% 0% 2 328 594 86,11% 0,69%
committee 220
chairman
11.10 Nomination 100% 0% 2 328 594 86,11% 0,69%
committee 220
member
11.11 Social & 100% 0% 2 328 594 86,11% 0,69%
Ethics 220
committee
chairperson
11.12 Social & 100% 0% 2 328 594 86,11% 0,69%
Ethics 220
committee
member
11.13 Investment 100% 0% 2 328 594 86,11% 0,69%
committee 220
chairman
11.14 Investment 100% 0% 2 320 892 85,83% 0,69%
committee 061
member
Special resolution 96,77% 3,23% 2 328 594 86,11% 0,69%
number 3: 554
General authority to
provide financial
assistance
Note:
Total number of shares in issue as at the date of the AGM was 2 704 137 238.
Shareholders are further advised that more than 25% of the eligible votes exercised at the
AGM were against ordinary resolution number 8.1, relating to the non-binding advisory vote
on the Remuneration Policy of the Company and ordinary resolution number 8.2 relating to
the non-binding advisory vote on the Implementation Report of the Remuneration Policy, and
accordingly, an invitation will be extended to the dissenting shareholders to engage with the
Company. The manner and timing of such engagement will be finalised in due course after
which the Company will issue a further announcement, setting out such details.
Stellenbosch
13 November 2019
Sponsor
PSG Capital
Date: 13/11/2019 05:10:00
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