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Report on Annual General Meeting proceedings and resignation of Chairman
RAUBEX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/023666/06)
JSE Share code: RBX
ISIN: ZAE000093183
(“Raubex” or “the company” or “the group”)
REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS AND RESIGNATION OF CHAIRMAN
Raubex shareholders are advised that at the annual general meeting of members held on Friday, 5 August
2022, all the ordinary and special resolutions as proposed in the notice of the annual general meeting,
excluding ordinary resolution number 7, were approved by the requisite majority of members.
Ordinary resolution number 3.1 was withdrawn prior to the commencement of the meeting.
In this regard, Raubex confirms the voting statistics from the annual general meeting as follows:
% Number
Total number of shares that could be voted at meeting 100% 180 050 853
Total number of shares present/represented including proxies at the meeting 91% 162 951 711
as % of voteable shares
Total number of shares present/represented including proxies at the meeting 90% 162 951 711
as % of issued shares
Total number of members present in person 8
Votes for and against are in relation to the total number of shares voted at the meeting. Abstentions are in
relation to the voteable shares.
Votes in Votes Abstentions in Shares voted
Favour in Against in relation to
relation to relations to voteable
total number total number shares
of shares of shares
voted voted
Ordinary Resolution Number 1
Adoption of the group and holding 162 722 863 100 228 748 162 722 963
company audited annual financial
(100%) (0%) (0.13%) (90.38%)
statements for the year ended 28
February 2022
Ordinary Resolution Number 2
Re-appointment of PwC as the 117 935 206 44 993 811 22 694 162 929 017
independent registered auditor of the
(72.38%) (27.62%) (0.01%) (90.49%)
company for the ensuing financial
year, with the individual registered
auditor who will undertake the audit
during the financial year ending 28
February 2023, being L Rossouw
Ordinary Resolution Number 3.1
Re-election of F Kenney as director _ _ _ _
(Resolution withdrawn)
Ordinary Resolution Number 3.2
Re-election of LA Maxwell as director 99 662 095 63 266 922 22 694 162 929 017
(61.17%) (38.83%) (0.01%) (90.49%)
Ordinary Resolution Number 3.3
Re-election of BH Kent as director 158 774 012 4 155 005 22 694 162 929 017
(97.45%) (2.55%) (0.01%) (90.49%)
Ordinary Resolution Number 3.4
Re-election of SR Bogatsu as director 162 928 417 600 22 694 162 929 017
(100%) (0%) (0.01%) (90.49%)
Ordinary Resolution Number 4.1
Re-election of LA Maxwell, 99 297 051 63 631 966 22 694 162 929 017
independent non-executive director, as
member of the audit committee for the (60.94%) (39.06%) (0.01%) (90.49%)
2023 financial year
Ordinary Resolution Number 4.2
Re-election of BH Kent, independent 153 964 498 8 964 519 22 694 162 929 017
non-executive director, as member of
the audit committee for the 2023 (94.5%) (5.5%) (0.01%) (90.49%)
financial year
Ordinary Resolution Number 4.3
Re-election of SR Bogatsu, 162 928 417 600 22 694 162 929 017
independent non-executive director, as
member of the audit committee for the (100%) (0%) (0.01%) (90.49%)
2023 financial year
Ordinary Resolution Number 5
Confirmation of the appointment of 106 649 542 56 254 475 47 694 162 904 017
Dirk Cornelius Lourens as director of
the company effective 1 August 2022 (65.47%) (34.53%) (0.03%) (90.48%)
Ordinary Resolution Number 6
Endorsement of the company’s 157 419 380 5 510 937 21 394 162 930 317
remuneration policy
(96.62%) (3.38%) (0.01%) (90.49%)
Ordinary Resolution Number 7
Endorsement of the company’s 100 009 469 62 919 548 22 694 162 929 017
remuneration implementation report
(61.38%) (38.62%) (0.01%) (90.49%)
Ordinary Resolution Number 8
General authorisation to any director 162 928 517 500 22 694 162 929 017
or the company secretary of the
company to do all such things and sign (100%) (0%) (0.01%) (90.49%)
all such documents as may be
necessary for, or incidental to the
implementation of the resolutions
passed at the meeting
Special Resolution Number 1
Approval of the remuneration of the 158 612 847 4 317 470 21 394 162 930 317
non-executive directors of the
company for the 2023 financial year (97.35%) (2.65%) (0.01%) (90.49%)
Special Resolution Number 2
Approval of the general authority of 158 495 829 4 433 188 22 694 162 929 017
the company or any of its subsidiaries
from time to time, to repurchase the (97.28%) (2.72%) (0.01%) (90.49%)
company’s own securities
Special Resolution Number 3
Sections 44 and 45 financial assistance 162 352 157 576 860 22 694 162 929 017
to any company or corporation which
is related or inter-related to the (99.65%) (0.35%) (0.01%) (90.49%)
company
Special Resolution Number 4
Adoption of new MOI 161 919 050 229 500 803 161 162 148 550
(99.86%) (0.14%) (0.45%) (90.06%)
The non-binding advisory vote on the company’s remuneration implementation report was voted against by
more than 25% of the voting rights exercised by shareholders. Consequently, the company will initiate a
process to engage with the dissenting shareholders, as recommended in terms of King IV. Any shareholders
who would like to participate in this engagement process are requested to advise the company secretary by
e-mail at legal@raubex.com by Friday, 19 August 2022. Details on the consequent engagement process will
be communicated to those shareholders who have indicated their interest in participating to the company
secretary.
RESIGNATION OF CHAIRMAN
In compliance with paragraph 3.59 of the JSE Listings Requirements, shareholders are advised that Mr
Freddie Kenney, Chairman of the board of Raubex, has decided not to put himself forward for re-election as
director and Chairman of the board, and has tendered his resignation effective 5 August 2022.
Over the past 18 months Freddie has suffered two major personal tragedies, and in light of this, has
requested the board to relieve him from his duties as Chairman and director to afford him personal time to
grieve.
Freddie’s affiliation with Raubex spans nearly 20 years having joined Raubex as non-executive director and
shareholder in 2004. In 2017, Freddie succeeded Koos Raubenheimer as Chairman of the board of Raubex,
a position which he has held to date.
“It has been a privilege to have served Raubex as a non-executive director, and for the past five years,
Chairman. I have watched Raubex grow immensely during my tenure and I am proud of the role Raubex
has played in building the South African economy. I would like to thank my fellow board members and
executive management for their support over the years,” Freddie said.
The board wishes to thank Freddie for his invaluable contribution, dedicated leadership and commitment to
Raubex over the past 18 years, and he remains a valued shareholder of the group.
The board will make an announcement regarding the position of Chairman to be filled in due course.
Centurion
5 August 2022
Sponsor
Investec Bank Limited
Date: 05-08-2022 12:01:00
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