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Results of annual general meeting
AFRICAN AND OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO ISIN: ZAE000000485
JSE share code: AON ISIN: ZAE000009718
JSE share code: AOVP ISIN: ZAE000000493
(“AOE” or “the company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting of shareholders held on Friday, 29 November 2019
(in terms of the notice dispatched on 31 October 2019) all the resolutions tabled thereat were passed (by way of
a poll) by the requisite majority of AOE shareholders.
Details of the results of voting at the annual general meeting were as follows:
- total number of AOE ordinary and “N” ordinary shares (collectively, the “shares”) that could have been
voted at the annual general meeting: 11,450,801 shares (being the aggregate amount of 1,250,000 ordinary
shares and 10,200,801 “N” ordinary shares;
- total number of shares that were present/represented at the annual general meeting: 10,284,553 shares
(being in aggregate 89.82% of the total number of shares that could have been voted at the annual general
meeting and constituting 91.90% of the aggregate voting rights that could have been exercised at the annual
general meeting);
- total number of ordinary shares that were present/represented at the annual general meeting:
1,149,986 ordinary shares (being 92.00% of the total number of ordinary shares that could have been voted
at the annual general meeting) with each ordinary share entitling the holder thereof to 200 votes; and
- total number of “N” ordinary shares that were present at the annual general meeting: 9,134,567 “N”
ordinary shares (being 89.55% of the total number of “N” ordinary shares that could have been voted at the
annual general meeting) with each “N” ordinary share entitling the holder thereof to 1 vote.
Ordinary resolution 1: Approval of annual financial statements
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 2.1: Re-election of MA Golding as a director of the company
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 2.2: Re-election of PM Naylor as a director of the company
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 2.3: Re-election of HB Roberts as a director of the company
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 3.1: Election of PM Naylor as a member of the audit committee
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 3.2: Election of HB Roberts as a member of the audit committee
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 3.3: Election of LK Sebatane as a member of the audit committee
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 4: Re-appointment of auditors
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 5: General authority to issue equity shares for cash
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 6: Control over unissued shares
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 7: Signature of documents
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 8: Non-binding advisory vote on remuneration policy
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Ordinary resolution 9: Non-binding advisory vote on remuneration implementation report
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Special resolution 1: Financial assistance
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Special resolution 2: General authority to acquire shares
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Special resolution 3: Allotment and issue of shares to directors and prescribed officers
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Special resolution 4.1: Amendments to the Memorandum of Incorporation – Approval by shareholders of
distributions
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Special resolution 4.2: Amendments to the Memorandum of Incorporation – Directors’ power to affect
borrowing
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
Special resolution 4.3: Amendments to the Memorandum of Incorporation – Voting powers of board committee
members
Actual shares voted Votes For Votes Against Abstentions
10,284,553, being 239,131,767, being 100% - -
89.82% of the total (229,997,200 votes being
number of shares that cast in respect of the
could have been voted at ordinary shares and
the annual general 9,134,567 votes being
meeting, with 1,149,986 cast in respect of the “N”
ordinary shares being ordinary shares)
voted and 9,134,567 “N”
ordinary shares being
voted
2 December 2019
Sponsor
Java Capital
Date: 02-12-2019 05:00:00
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