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Results of the Annual General Meeting
PEPKOR HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2017/221869/06)
Share Code: PPH
Debt Code: PPHI
ISIN: ZAE000259479
LEI: 3789006D677C34F69875
("Pepkor" or the "Company")
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders and noteholders are hereby advised that at the annual general meeting of the Company held by
electronic participation at 09:00 a.m. today, Thursday, 7 March 2024 ("AGM"), all of the resolutions were
passed by the requisite majorities of the Company's shareholders.
Details of the results of the voting at the AGM are as follows:
Votes
Votes for against
resolution resolution
as a as a Number of
percentage percentage shares Number of
of total of total voted at shares
number of number of AGM as a abstained as
shares shares Number of percentage a percentage
Resolutions proposed voted at voted at shares voted of shares in of shares in
at the AGM AGM AGM at AGM issue* issue*
Ordinary resolution
number 1:
Re-election of F Petersen-
Cook as a director who
retires by rotation 96.94% 3.06% 3 130 903 710 84.97% 0.00%
Ordinary resolution
number 2:
Re-election of WYN
Luhabe as a director who
retires by rotation 97.34% 2.66% 3 130 903 710 84.97% 0.00%
Ordinary resolution
number 3:
Re-election of ZN Malinga
as a director who retires
by rotation 100.00% 0.00% 3 130 903 710 84.97% 0.00%
Ordinary resolution
number 4:
Appointment of RN
Ntshingila as a director 100.00% 0.00% 3 130 903 710 84.97% 0.00%
Ordinary resolution
number 5:
Re-appointment of HH
Hickey as a member of
the audit and risk
committee 100.00% 0.00% 3 130 903 710 84.97% 0.00%
Ordinary resolution
number 6:
Re-appointment of F
Petersen-Cook as a
member of the audit and
risk committee 96.94% 3.06% 3 130 903 710 84.97% 0.00%
Ordinary resolution
number 7: 100.00% 0.00% 3 130 903 710 84.97% 0.00%
Appointment of ZN
Malinga as a member of
the audit and risk
committee
Ordinary resolution
number 8:
Appointment of SH Müller
as a member of the audit
and risk committee 97.61% 2.39% 3 130 903 710 84.97% 0.00%
Ordinary resolution
number 9:
Re-appointment of
PricewaterhouseCoopers
Inc. as auditor 100.00% 0.00% 3 130 985 116 84.97% 0.00%
Ordinary resolution
number 10:
Non-binding advisory vote
on Pepkor's remuneration
policy 82.51% 17.49% 3 130 985 116 84.97% 0.00%
Ordinary resolution
number 11:
Non-binding advisory vote
on Pepkor's
implementation report on
the remuneration policy 86.06% 13.94% 3 130 984 484 84.97% 0.00%
Special resolution
number 1:
Remuneration of non-
executive directors
Special resolution
number 1.1:
Board chair 98.94% 1.06% 3 130 903 710 84.97% 0.00%
Special resolution
number 1.2:
Lead independent director 99.78% 0.22% 3 130 903 710 84.97% 0.00%
Special resolution
number 1.3:
Board members 99.78% 0.22% 3 130 903 710 84.97% 0.00%
Special resolution
number 1.4:
Audit and risk committee
chair 99.83% 0.17% 3 130 985 116 84.97% 0.00%
Special resolution
number 1.5:
Audit and risk committee
members 99.83% 0.17% 3 130 985 116 84.97% 0.00%
Special resolution
number 1.6:
Human resources and
remuneration committee
chair 99.90% 0.10% 3 130 985 116 84.97% 0.00%
Special resolution
number 1.7:
Human resources and
remuneration committee
members 99.90% 0.10% 3 130 985 116 84.97% 0.00%
Special resolution
number 1.8:
Social and ethics
committee chair 99.90% 0.10% 3 130 990 116 84.97% 0.00%
Special resolution
number 1.9: 99.90% 0.10% 3 130 990 116 84.97% 0.00%
Social and ethics
committee members
Special resolution
number 1.10:
Nomination committee
members 99.89% 0.11% 3 130 985 116 84.97% 0.00%
Special resolution
number 1.11:
Investment committee
chair 99.89% 0.11% 3 130 985 116 84.97% 0.00%
Special resolution
number 1.12:
Investment committee
members 99.90% 0.10% 3 130 985 116 84.97% 0.00%
Special resolution
number 1.13:
Director approved by
Prudential Authority 100.00% 0.00% 3 130 985 116 84.97% 0.00%
Special resolution
number 2:
Intercompany financial
assistance in terms of
section 45 of the
Companies Act 99.98% 0.02% 3 130 985 116 84.97% 0.00%
Special resolution
number 3:
Financial assistance for
the subscription and/or
purchase of securities in
the company or in
subsidiary companies in
terms of section 44 of the
Companies Act 97.18% 2.82% 3 130 885 116 84.97% 0.00%
Special resolution
number 4:
General authority to
repurchase shares issued
by the company 98.55% 1.45% 3 130 949 782 84.97% 0.00%
Note:
*Total number of shares in issue as at Friday, 1 March 2024, being the record date to be eligible to vote at the
AGM, was 3 683 254 073, of which 2 151 270 were treasury shares.
Parow
7 March 2024
Equity Sponsor
Investec Bank Limited
Debt sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)
Date: 07-03-2024 02:06:00
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