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Results of Annual General Meeting ("AGM")
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 (“AGM”)
The Board of Directors is pleased to announce the results of the AGM held on Tuesday, 15
September 2020.
The resolutions proposed at the general meeting, together with the percentage of votes carried for
and against each resolution, are set out below:
RESOLUTION FOR AGAINST ABSTAIN C/F
Ordinary resolution number 1-
Approval of the annual financial statements
To receive and adopt the annual financial statements of
Spanjaard Limited for the year ended 28 February 2020.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y CARRIED
Ordinary resolution number 2–
Ratification of Appointment of Directors
2.1 To ratify the appointment of and elect, by way of separate resolution, Mr. M. Notrica as Non-Executive
Director as required ito the Companies Act and as recommended by King IV.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
2.2 To ratify the appointment of and elect, by way of separate resolution, Mr. S.S. Zikalala as Non-
Executive Director as required ito the Companies Act and as recommended by King IV.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
2.3 To elect, by way of separate resolution, Mr. H.F. Kocks as Non-Executive Director as required ito the
Companies Act and as recommended by King IV.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
2.4 To elect, by way of separate resolution, Mr. S. Vassan Makan as Executive Finance Director as required
in terms of the Companies Act and the Memorandum of Incorporation of the Company.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Ordinary resolution number 3–
Directors’ remuneration
To confirm the directors’ remuneration as detailed in the directors’ emoluments note in the integrated report
of the Company for the year ended 28 February 2020.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Ordinary resolution number 4-
Appointment and remuneration of auditors
To appoint Nexia SAB&T as auditors of the Company until the following annual general meeting, and to
authorise the directors to determine their remuneration for the past year
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Ordinary resolution number 5–
Appointment of the members of the Audit Committee
5.1 To appoint, by way of separate resolution, the Audit Committee Chairperson, Mr. S.S. Zikalala as
required in terms of the Companies Act and as recommended by King IV.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
5.2 To appoint, by way of separate resolution, the Audit Committee member, Mr. M. Notrica, as required
in terms of the Companies Act and as recommended by King IV.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
5.3 To appoint, by way of separate resolution, the Audit Committee member, Mr. H.F. Kocks, as required
in terms of the Companies Act and as recommended by King IV.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Ordinary resolution number 6-
Appointment of the Company Secretary
To authorise any person authorised by Levitt Kirson Business Services Proprietary Limited to continue in office
as Company Secretary.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Ordinary resolution number 7-
Directors’ interest in contracts
To confirm that in compliance with Section 75(5) of the Act, the directors have no interest to declare in any
contracts entered into by the Company during the year under review.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Ordinary resolution number 8–
Transaction of other business to be transacted at an annual general meeting
No shareholder business was raised from the floor and as such no resolution was taken.
Non-binding advisory vote-
To endorse the company’s remuneration policy as set out on pages 30 to 33 of the integrated annual report
by way of a non-binding advisory vote.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Special resolution number 1–
Financial assistance to related or inter-related entities to the Company
To resolve that the Board of Directors is authorised, in terms of and subject to the provisions of Section 45 of
the Companies Act, to cause the Company to provide financial assistance to any company or corporation
that is related or inter-related to Spanjaard Limited.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Special resolution number 2–
Financial assistance for subscription for or purchase of securities by related or inter-related entities to the
Company
To resolve that the Board of Directors is authorised, in terms of and subject to the provisions of Section 45 of
the Companies Act, to cause the company to provide financial assistance to any company or corporation
that is related or inter-related to Spanjaard Limited. This special resolution does not authorise the provision of
financial assistance to a director or prescribed officer of the Company.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Special resolution number 3–
Approval of the remuneration of non-executive directors for services as directors for the following year
To resolve that the following remuneration\n of the non-executive directors of the Company for their services
as directors of the Company for the period 1 March 2019 to 28 February 2020 be and is hereby approved in
accordance with Section 66(9) of the Act:
Chairman of the Board – R195 000 / Non-Executive Members of the Board – R195 000 per annum.
Spanjaard Group Limited 5,842,566 71.75% Y
TN Spanjaard (formerly Stewart) 35,932 0.44% Y
G Cort 24,422 0.30% Y
Old Mutual Life Assurance Co SA Ltd 72,156 0.87% Y
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08% Y
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18% Y
CARRIED
Social and Ethics Committee Report
As required by Regulation 43(5)(c) the Committee representative being in attendance at the meeting, the
meeting confirms that it is satisfied with the report so provided by the Committee.
Noted for the minutes
Spanjaard Group Limited 5,842,566 71.75%
TN Spanjaard (formerly Stewart) 35,932 0.44%
G Cort 24,522 0.30%
Old Mutual Life Assurance Co SA Ltd 72,156 0.87%
Standard Bank Nominees (RF) (Pty) Ltd 6,500 0.08%
Standard Bank Nominees (RF) (Pty) Ltd 15,000 0.18%
Total Shareholder Votes at the meeting 5,996,96 73.65% of the total issued shares in the Company
Total shares in issue 8,142,850
In order to determine the percentage vote, the number of shares voted against the total shareholder votes
at the meeting (and not the total share in issue) is used.
By Order of the Board
Johannesburg
16 September 2020
Sponsor
AcaciaCap Advisors Proprietary Limited
Date: 16-09-2020 04:12:00
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