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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", the "Group" or the "Company")
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders and noteholders are hereby advised that the voting results for the annual general meeting of the
Company held by electronic participation at 09:00 today, Monday, 24 February 2025 ("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 HH Hickey
as a director who retires
by rotation 99.98% 0.02% 3 226 377 164 87.59% 0.00%
Ordinary resolution
number 2:
Re-election of SH Müller
as a director who retires
by rotation 97.93% 2.07% 3 226 377 164 87.59% 0.00%
Ordinary resolution
number 3:
Re-election of P Disberry
as a director who retires
by rotation 99.98% 0.02% 3 226 377 164 87.59% 0.00%
Ordinary resolution
number 4:
Re-election of LI
Mophatlane as a director
who retires by rotation 97.80% 2.20% 3 226 382 664 87.59% 0.00%
Ordinary resolution
number 5:
Re-appointment of HH
Hickey as a member of
the audit and risk
committee 99.98% 0.02% 3 226 377 164 87.59% 0.00%
Ordinary resolution
number 6:
Re-appointment of F
Petersen-Cook as a
member of the audit and
risk committee 94.55% 5.45% 3 226 366 859 87.59% 0.00%
Ordinary resolution
number 7:
Appointment of ZN
Malinga as a member of
the audit and risk
committee 99.98% 0.02% 3 226 372 359 87.59% 0.00%
Ordinary resolution
number 8:
Appointment of SH Müller
as a member of the audit
and risk committee 97.49% 2.51% 3 226 377 164 87.59% 0.00%
Ordinary resolution
number 9:
Re-appointment of
PricewaterhouseCoopers
Inc. as auditor 90.74% 9.26% 3 226 363 518 87.59% 0.00%
Ordinary resolution
number 10:
Appointment of F
Petersen-Cook as a
member of the social and
ethics committee 96.35% 3.65% 3 226 366 859 87.59% 0.00%
Ordinary resolution
number 11:
Appointment of ZN
Malinga as a member of
the social and ethics
committee 99.97% 0.03% 3 226 372 359 87.59% 0.00%
Ordinary resolution
number 12:
Appointment of P
Disberry as a member of
the social and ethics
committee 99.98% 0.02% 3 226 366 859 87.59% 0.00%
Ordinary resolution
number 13:
Appointment of PJ
Erasmus as a member of
the social and ethics
committee 100.00% 0.00% 3 226 366 859 87.59% 0.00%
Ordinary resolution
number 14:
Non-binding advisory vote
on Pepkor's remuneration
policy 76.60% 23.40% 3 191 275 532 86.63% 0.00%
Ordinary resolution
number 15:
Non-binding advisory vote
on Pepkor's
implementation report on
the remuneration policy 65.82% 34.18% 3 226 363 233 87.59% 0.00%
Special resolution
number 1:
Remuneration of non-
executive directors
Special resolution
number 1.1:
Board chair 99.76% 0.24% 3 226 363 233 87.59% 0.00%
Special resolution
number 1.2:
Lead independent
director 99.23% 0.77% 3 226 363 233 87.59% 0.00%
Special resolution
number 1.3:
Board members 99.02% 0.98% 3 226 363 233 87.59% 0.00%
Special resolution
number 1.4:
Audit and risk committee
chair 99.03% 0.97% 3 226 363 518 87.59% 0.00%
Special resolution
number 1.5:
Audit and risk committee
members 99.02% 0.98% 3 226 363 518 87.59% 0.00%
Special resolution
number 1.6:
Human resources and
remuneration committee
chair 99.80% 0.20% 3 226 363 518 87.59% 0.00%
Special resolution
number 1.7:
Human resources and
remuneration committee
members 99.71% 0.29% 3 226 363 518 87.59% 0.00%
Special resolution
number 1.8:
Social and ethics
committee chair 99.80% 0.20% 3 226 363 518 87.59% 0.00%
Special resolution
number 1.9:
Social and ethics
committee members 99.80% 0.20% 3 226 363 518 87.59% 0.00%
Special resolution
number 1.10:
Nomination committee
members 99.80% 0.20% 3 226 363 518 87.59% 0.00%
Special resolution
number 1.11:
Investment committee
chair 99.58% 0.42% 3 226 363 518 87.59% 0.00%
Special resolution
number 1.12:
Investment committee
members 99.67% 0.33% 3 226 363 518 87.59% 0.00%
Special resolution
number 1.13:
Director approved by
Prudential Authority 99.90% 0.10% 3 226 363 518 87.59% 0.00%
Special resolution
number 2:
Intercompany financial
assistance in terms of
section 45 of the
Companies Act 99.89% 0.11% 3 226 373 823 87.59% 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 99.35% 0.65% 3 226 382 664 87.59% 0.00%
Special resolution
number 4:
General authority to
repurchase shares issued
by the company 98.05% 1.95% 3 226 285 523 87.58% 0.00%
Note:
*Total number of shares in issue as at Friday, 14 February 2025, being the record date to be eligible to vote
at the AGM, was 3 683 655 024, of which 4 108 175 were treasury shares.
Based on the above voting results, all resolutions were passed by the requisite majority of Pepkor shareholders
represented at the AGM, save for ordinary resolution 15, relating to the non-binding advisory vote on Pepkor's
implementation report to the remuneration policy, which was voted against by more than 25% of the ordinary
and combined votes exercised at the AGM.
Prior to the AGM, the Group engaged with shareholders representing 73% of the Group's issued share capital
and the constructive feedback from shareholders is appreciated. The continued support for the remuneration
policy indicates a favourable shareholder view of the Group's remuneration philosophy. The input received
from shareholders to date is under consideration. In addition to this, dissenting shareholders are invited to
advise Pepkor of their concerns on the implementation report to the remuneration policy. Correspondence in
this regard should be addressed by email to Pepkor Investor Relations (investors@pepkor.co.za), by 10 March
2025.
Parow
24 February 2025
Equity and Debt Sponsor
Investec Bank Limited
Date: 24-02-2025 05:50:00
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