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Results of annual general meeting and changes to the board of dierctors
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 AND CHANGES TO THE BOARD OF DIRECTORS
Shareholders are advised that at the annual general meeting of shareholders held on Friday, 17 November 2017 (in terms of the
notice of annual general meeting dispatched to shareholders on 29 September 2017) all of the resolutions tabled thereat were passed
(by way a poll) by the requisite majority of AOE shareholders.
Details of the results of voting at the annual general meeting are as follows:
- total number of AOE ordinary and “N” ordinary shares (collectively, the “shares”) that could have been voted at the annual
general meeting: 11,387,441 shares (being the aggregate amount of 1,250,000 ordinary shares and 10,137,441 “N” ordinary
shares);
- total number of shares that were present/represented at the annual general meeting: 9,777,022 shares (being, in aggregate,
85.86% of the total number of shares that could have been voted at the annual general meeting and constituting 85.82% 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: 1,072,748 ordinary shares (being
85.82% 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;
- total number of “N” ordinary shares that were present/represented at the annual general meeting: 8,704,274 “N” ordinary shares
(being 85.86% 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
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast in
1,072,748 ordinary shares respect of the “N” ordinary
being voted and 8,704,274 shares)
“N” ordinary shares being
voted
Ordinary Resolution 2.1 : Re-election of PM Naylor as a director of the company
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 2.2 : Re-election of DS Johnson as a director of the company
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 3.1 : Election of HB Roberts as a director of the company
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 3.2 : Election of LK Sebatane as a director of the company
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 3.3: Election of MR Molosiwa as a director of the company
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 4.1: Election of PM Naylor as a member of the audit committee
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 4.2: Election of HB Roberts as a member of the audit committee
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 4.3: Election of LK Sebatane as a member of the audit committee
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 5.1: Election of PM Naylor as a member of the social and ethics committee
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 5.2: Election of CEA Radowsky as a member of the social and ethics committee
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 5.3: Election of DS Johnson as a member of the social and ethics committee
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 6: Re-appointment of auditors
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 7: Non-binding advisory vote on remuneration policy
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 8: Non-binding advisory vote on implementation report
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Ordinary Resolution 9: Signature of documents
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Special Resolution 1: Financial assistance to related and inter-related parties
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Special Resolution 2: General authority to acquire shares
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Special Resolution 3.1: Conversion of ordinary and “N” ordinary shares from par value to no par value
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,224,937 votes, being 28,937 votes, being 0.01% -
85.86% of the total number 99.99% (214,549,600 votes (0 votes being cast in respect
of shares that could have being cast in respect of the of the ordinary shares and
been voted at the annual ordinary shares and 28,937 votes being cast in
general meeting, with 8,675,337 votes being cast respect of the “N” ordinary
1,072,748 ordinary shares in respect of the “N” shares)
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Special Resolution 3.2: Increase in authorised ordinary and “N” ordinary share capital
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,224,937 votes, being 28,937 votes, being 0.01% -
85.86% of the total number 99.99% (214,549,600 votes (0 votes being cast in respect
of shares that could have being cast in respect of the of the ordinary shares and
been voted at the annual ordinary shares and 28,937 votes being cast in
general meeting, with 8,675,337 votes being cast respect of the “N” ordinary
1,072,748 ordinary shares in respect of the “N” shares)
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Special Resolution 3.3: Validity of proxy forms
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Special Resolution 3.4: Casting vote of chairman at directors’ meetings
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
Special Resolution 3.5: Appointment of the social and ethics committee
Actual shares voted Votes for Votes against Abstentions
9,777,022 shares, being 223,253,874 votes, being - -
85.86% of the total number 100% (214,549,600 votes
of shares that could have being cast in respect of the
been voted at the annual ordinary shares and
general meeting, with 8,704,274 votes being cast
1,072,748 ordinary shares in respect of the “N”
being voted and 8,704,274 ordinary shares)
“N” ordinary shares being
voted
CHANGES TO THE BOARD OF DIRECTORS
Shareholders are referred to the announcements published on SENS on 30 August 2017 and 29 September 2017 and are advised that
HB Roberts, LK Sebatane and MR Molosiwa have been elected as directors of the company with effect from 17 November 2017.
17 November 2017
Sponsor
Java Capital
Date: 17/11/2017 05:40:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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