Results of annual general meeting
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/017491/06)
JSE and A2X code: TRU
NSX code: TRW
ISIN: ZAE000028296
LEI: 37890099AFD770037522
(“Truworths”, the “company” or the “group”)
RESULTS OF ANNUAL GENERAL MEETING
Truworths advises that at the annual general meeting (“AGM”) of the company’s shareholders
(“shareholders”) held on Thursday, 5 November 2026, all the ordinary resolutions and special
resolutions, as set out in the notice of the AGM dated 25 September 2026, were approved by the
requisite majority of shareholders.
Truworths has 398 779 332 total shares in issue (“shares in issue”). The number of shares eligible to
vote at the AGM was 361 887 021 (“voteable shares”), calculated as the total number of Truworths
shares in issue, less repurchased shares and shares held by the group under its share schemes, as at
the record date for the AGM.
A total of 299 480 906 Truworths shares were represented at the AGM, in person or by proxy,
representing 82.76% of the voteable shares.
Having regard to the notes below, details of the voting on the resolutions are as follows:
Item number 1: To receive and consider the group and company Audited Annual Financial Statements,
which include the Directors’ Report and the Audit Committee Report, for the period ended 28 June 2026
Shares Voted Shares Abstained Shares For Shares Against
299 446 858 34 048 299 445 307 1 551
82.75%# 0.01%#
100.00% 0.00%
75.09%^ 0.01%^
Item number 2: Re-election and election of directors
To re-elect by way of separate resolutions the following retiring directors:
• Mr MS Mark
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 295 083 492 4 390 378
82.75%# 0.00%#
98.53% 1.47%
75.10%^ 0.00%^
• Ms D Earp
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 299 022 189 451 681
82.75%# 0.00%#
99.85% 0.15%
75.10%^ 0.00%^
• Mr TF Mosololi
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 296 283 343 3 190 527
82.75%# 0.00%#
98.93% 1.07%
75.10%^ 0.00%^
• Ms SJ Proudfoot
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 299 387 859 86 011
82.75%# 0.00%#
99.97% 0.03%
75.10%^ 0.00%^
To elect the following person who was appointed by the board as an independent non-executive director
of the company with effect from 26 June 2026:
• Mr SJ Vilakazi
Shares Voted Shares Abstained Shares For Shares Against
256 417 758 43 063 148 256 051 702 366 056
70.86%# 11.90%#
99.86% 0.14%
64.30%^ 10.80%^
Item number 3: To renew the directors’ limited and conditional general authority over the authorised
but unissued ordinary shares of the company and treasury shares, including the authority to issue or
dispose of such shares for cash
Shares Voted Shares Abstained Shares For Shares Against
296 172 934 3 307 972 265 680 465 30 492 469
81.84%# 0.91%#
89.70% 10.30%
74.27%^ 0.83%^
Item number 4: To give a limited and conditional general authority and mandate for the company or its
subsidiaries to acquire the company’s shares
Shares Voted Shares Abstained Shares For Shares Against
299 466 344 14 562 292 103 387 7 362 957
82.75%# 0.00%#
97.54% 2.46%
75.10%^ 0.00%^
Item number 5: To re-appoint Deloitte & Touche as the external auditor in respect of the annual
financial statements to be prepared for the period to 27 June 2027 and to authorise the Audit Committee
to agree the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 299 439 340 34 530
82.75%# 0.00%#
99.99% 0.01%
75.10%^ 0.00%^
Item number 6*: To approve by way of separate resolutions the proposed annual fees of the non-
executive directors with effect from 1 January 2027:
• Non-executive chairman
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 533 691 940 179
82.75%# 0.00%#
99.69% 0.31%
75.10%^ 0.00%^
• Lead independent director
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 295 377 785 4 096 085
82.75%# 0.00%#
98.63% 1.37%
75.10%^ 0.00%^
• Non-executive directors
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 295 341 915 4 131 955
82.75%# 0.00%#
98.62% 1.38%
75.10%^ 0.00%^
• Audit Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 528 801 945 069
82.75%# 0.00%#
99.68% 0.32%
75.10%^ 0.00%^
• Audit Committee member
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 528 801 945 069
82.75%# 0.00%#
99.68% 0.32%
75.10%^ 0.00%^
• Remuneration Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 518 376 955 494
82.75%# 0.00%#
99.68% 0.32%
75.10%^ 0.00%^
• Remuneration Committee member
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 518 376 955 494
82.75%# 0.00%#
99.68% 0.32%
75.10%^ 0.00%^
• Risk Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 528 801 945 069
82.75%# 0.00%#
99.68% 0.32%
75.10%^ 0.00%^
• Nomination Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 528 801 945 069
82.75%# 0.00%#
99.68% 0.32%
75.10%^ 0.00%^
• Nomination Committee member
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 528 801 945 069
82.75%# 0.00%#
99.68% 0.32%
75.10%^ 0.00%^
• Social and Ethics Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 528 801 945 069
82.75%# 0.00%#
99.68% 0.32%
75.10%^ 0.00%^
• Social and Ethics Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 528 801 945 069
82.75%# 0.00%#
99.68% 0.32%
75.10%^ 0.00%^
Item number 7: To confirm by way of separate resolutions the appointment of the following qualifying
independent non-executive directors to the company’s Audit Committee for the period until the next
AGM (subject where necessary to their appointment or re-appointment as directors of the company):
• Mr BM Deegan
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 293 683 835 5 790 035
82.75%# 0.00%#
98.07% 1.93%
75.10%^ 0.00%^
• Ms D Earp
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 299 048 580 425 290
82.75%# 0.00%#
99.86% 0.14%
75.10%^ 0.00%^
• Ms AMSS Mokgabudi
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 355 069 1 118 801
82.75%# 0.00%#
99.63% 0.37%
75.10%^ 0.00%^
Item number 8: To approve by way of separate resolutions the group’s remuneration policy and
remuneration report as set out in the company’s Remuneration Committee Report included in the
group’s Integrated Report 2026:
• Remuneration policy
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 230 981 811 68 492 059
82.75%# 0.00%#
77.13% 22.87%
75.10%^ 0.00%^
• Remuneration report
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 226 236 392 73 237 478
82.75%# 0.00%#
75.54% 24.46%
75.10%^ 0.00%^
Item number 9: To consider and adopt the report of the Social and Ethics Committee for the period
ended 28 June 2026
Shares Voted Shares Abstained Shares For Shares Against
299 446 858 34 048 299 244 682 202 176
82.75%# 0.01%#
99.93% 0.07%
75.09%^ 0.01%^
Item number 10: To confirm, by way of separate resolutions, the appointment of the following qualifying
directors to the company’s Social and Ethics Committee for the period until the next AGM (subject
where necessary to their appointment or re-appointment as directors of the company):
• Mr TF Mosololi
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 296 283 433 3 190 437
82.75%# 0.00%#
98.93% 1.07%
75.10%^ 0.00%^
• Mr JHW Hawinkels
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 298 574 533 899 337
82.75%# 0.00%#
99.70% 0.30%
75.10%^ 0.00%^
• Mr EFPM Cristaudo
Shares Voted Shares Abstained Shares For Shares Against
299 473 870 7 036 299 370 516 103 354
82.75%# 0.00%#
99.97% 0.03%
75.10%^ 0.00%^
Item number 11*: To approve the provision of financial assistance by the company, as authorised by
the board, to group entities that are not subsidiaries as defined, in accordance with the Companies Act
(No. 71 of 2008, as amended)
Shares Voted Shares Abstained Shares For Shares Against
299 475 470 5 436 299 369 067 106 403
82.75%# 0.00%#
99.96% 0.04%
75.10%^ 0.00%^
Notes:
1. * denotes a special resolution
2. The percentages of shares voted, as well as those abstained, are calculated in relation to the voteable
shares (#) and the total number of shares in issue (^), respectively.
3. The percentage of shares voted for and against are calculated in relation to the number of shares
voted in respect of the relevant resolution (excluding shares abstained).
Cape Town
6 November 2026
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
Date: 06/11/2026 12:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.