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CROOKES BROTHERS LIMITED - Results of AGM and changes to the board

Release Date: 30/08/2021 17:15
Code(s): CKS     PDF:  
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Results of AGM and changes to the board

Crookes Brothers Limited
Incorporated in the Republic of South Africa
(Registration Number. 1913/000290/06)
Share code: CKS ISIN: ZAE000001434
(“Crookes Brothers” or the “Company”)



RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD


The board of directors of Crookes Brothers hereby advises that at the annual general meeting of
shareholders held on 27 August 2021, the following resolutions, as set out in the notice of annual general
meeting which was incorporated in the Integrated Report distributed to shareholders on 28 July 2021, were
duly approved by the requisite majority of shareholders present and voting, in person or represented by
proxy.

Shareholders are advised that:

-       the total number of shares in issue as at the date of the AGM was 15 264 317;
-       the total number of shares that were present in person/represented by proxy at the AGM was
        12 841 595 shares being 84.13% of the total number of shares in issue; and
-       Abstentions are represented below as a percentage of total number of shares in issue.

Details of the results of the voting are as follows:



Ordinary
                    Re-appointment of external auditors
Resolution 1
                                For                Against         Abstain       Shares Voted
                            12 841 595                 0                0        12 841 595
                               100%                0.00%           0.00%            100%


 Ordinary
                    Re-election of non-executive director – LW Riddle
Resolution 2.1.1
                                For                Against         Abstain       Shares Voted
                            12 841 595                 0                0        12 841 595
                               100%                0.00%           0.00%           84.13%


                    Re-election of non-executive director – G Vaughan-Smith
 Ordinary
Resolution 2.1.2
                                For                Against         Abstain       Shares Voted
                            10 633 239           1 944 075         264 281       12 577 314
                             84.54%               15.46%           1.73%           82.40%
 Ordinary
                   Re-election of non-executive director – MT Rutherford
Resolution 2.2.1
                              For              Against            Abstain      Shares Voted
                           5 758 982         6 940 763           141 850        12 699 745
                            45.35%             54.65%             0.93%          83.20%


                   Re-election of non-executive director – P Mnganga
 Ordinary
Resolution 2.2.2
                              For              Against            Abstain      Shares Voted
                          12 337 545          102 319            401 731        12 439 864
                            99.18%             0,82%              2.63%          81.50%


 Ordinary
                   Re-election of audit committee member – MT Rutherford
Resolution 3.1
                              For              Against            Abstain      Shares Voted
                           5 900 832         6 940 763                 0        12 841 595
                            45.95%             54.05%             0.00%          84.13%


                   Re-election of audit committee member – LW Riddle
 Ordinary
Resolution 3.2
                              For              Against            Abstain      Shares Voted
                          12 841 595              0                    0        12 841 595
                             100%              0.00%              0.00%          84.13%


 Ordinary
                   Re-election of audit committee member – RGF Chance
Resolution 3.3
                              For              Against            Abstain      Shares Voted
                          12 701 945              0              139 650        12 701 945
                             100%              0.00%              0.91%          83.21%


                   Endorsement of the company’s Remuneration policy – Non-binding advisory
                   vote
 Ordinary
Resolution 4
                              For              Against            Abstain      Shares Voted
                          12 599 601          102 344            139 650        12 701 945
                            99.19%             0.81%              0.91%          83.21%




 Ordinary          Endorsement of the company’s Remuneration
Resolution 5       implementation report – Non-binding advisory vote
                             For               Against            Abstain          Shares Voted
                         12 599 601           102 344             139 650           12 701 945
                           99.19%              0.81%               0.91%              83.21%


 Special
                  Remuneration of non-executive directors
Resolution 1
                             For               Against            Abstain          Shares Voted
                         12 701 920              25               139 650           12 701 945
                            100%               0.00%               0.91%              83.21%


 Special          Authority to grant financial assistance in terms of section 44 of the
Resolution 2      Companies Act
                              For               Against             Abstain          Shares Voted
                         11 538 579          1 163 366            139 650           12 701 945
                           90.84%              9.16%               0.91%              83.21%


 Special          Authority to grant financial assistance to related and inter-related parties in
Resolution 3      terms of section 45 of the Companies Act
                              For               Against             Abstain          Shares Voted
                         12 841 570              25                   0             12 841 595
                            100%               0.00%               0.00%              84.13%




CHANGES TO THE BOARD


In compliance with the requirements of paragraph 3.59 of the Listings Requirements of the JSE Limited, the
Crookes Brothers Board (“the Board”) wishes to announce the following changes to the Board of Directors:

Shareholders are advised that the re-appointment of Mr Malcolm Thomas Rutherford as a non-executive
Director and Audit Committee member of the Crookes Brothers board was not passed by shareholders at the
Annual General Meeting (“AGM”) of the Company on Friday, 27 August 2021. Mr Rutherford will also no
longer serve on the Remuneration Committee and as Chairman of the Nominations Committee.
Shareholders are further advised that Dr Phumla Mnganga has resigned as non-executive Director, Chairman
of the Remuneration Committee, Nominations Committee member and Chairman of the Social & Ethics
Committee of Crookes Brothers with effect from 29 August 2021.
The Board wishes to thank both Mr Rutherford and Dr Mnganga for their service to the Company as well as
their considered and wise counsel over the past 13 and 10 years respectively, as Directors and Committee
members.

The Company will now commence the process to fill these vacancies during the ordinary course of business.




Mount Edgecombe
30 August 2021
Sponsor
Sasfin Capital (a member of the Sasfin group)

Date: 30-08-2021 05:15:00
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