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SENS

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

Monday, 29 May 2017
AECI LIMITED
Incorporated in the Republic of South Africa
   Registration Number 1924/002590/06)
  Share code AFE
ISINZAE000000220
    (“AECI” or “the Company”)

At the 93rd annual general meeting (“AGM”) of the shareholders of AECI held today, 29 May 2017, all the ordinary and special resolutions proposed at the meeting were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows:

Resolutions   Votes carried as a
percentage of the total
number of shares voted
at the meeting
Number of shares voted Shares voted as a
percentage of the total issued share
capital*
Shares
abstained as a
percentage of
the total issued
share capital*
    For Against      
Ordinary resolution No. 1: Adoption of annual financial statements   100% 0% 103996930 78.82% 0.39%
Ordinary resolution No.2: Reappointment of independent auditor   85.73% 14.27% 104306498 79.05% 0.16%
Ordinary resolution No. 3.1: Re-election of Non-executive Directors – Mr GW Dempster   98.24% 1.76% 104306498 79.05% 0.16%
Ordinary resolution No. 3.2: Re-election of Non-executive Directors – Ms LL Mda   98.16% 1.84% 104117278 78.91% 0.30%
Ordinary resolution No. 3.3: Re-election of Non-executive Directors – Mr AJ Morgan   100% 0% 104306498 79.05% 0.16%
Ordinary resolution No.4.1: Appointment of Non-executive Director   97.62% 2.38% 104306498 79.05% 0.16%
Ordinary resolution No. 5: Re-election of Executive Director   99.99% 0.01% 104254087 79.01% 0.20%
Ordinary resolution No. 6.1: Election of Audit Committee members – Mr GW Dempster   99.82% 0.18% 104306498 79.05% 0.16%
Ordinary resolution No. 6.2: Election of Audit Committee members – Mr G Gomwe   100% 0% 104306498 79.05% 0.16%
Ordinary resolution No. 6.3: Election of Audit Committee members – Mr RJM Kgosana   99.46% 0.54% 104306498 79.05% 0.16%
Ordinary resolution No. 6.4: Election of Audit Committee members – Mr AJ Morgan   100% 0% 104306498 79.05% 0.16%
Ordinary resolution No. 7.1:  Remuneration policy   55.33% 44.67% 101564958 76.97% 2.24%
Ordinary resolution No. 7.2:  Implementation of Remuneration policy   77.19% 22.81% 101375738 76.83% 2.38%
Special resolution No. 1.1: Directors’ fees – Board: Chairman   100% 0% 104306288 79.05% 0.16%
Special resolution No. 1.2: Directors’ fees – Board: Non-executive Directors   100% 0% 104306288 79.05% 0.16%
Special resolution No. 1.3: Directors’ fees – Audit Committee: Chairman   100% 0% 104306288 79.05% 0.16%
Special resolution No. 1.4: Directors’ fees – Audit Committee: Members   100% 0% 104306288 79.05% 0.16%
Special resolution No. 1.5: Directors’ fees – Other Board Committees: Chairman   100% 0% 104306488 79.05% 0.16%
Special resolution No. 1.6: Directors’ fees – Other Board Committees: Members   100% 0% 104306488 79.05% 0.16%
Special resolution No. 1.7: Directors’ fees – Subsidiaries’ FRRC: Chairman   100% 0% 104306488 79.05% 0.16%
Special resolution No. 1.8: Directors’ fees – Subsidiaries’ FRRC: Non-executive members   100% 0% 104306488 79.05% 0.16%
Special resolution No. 1.9: Directors’ fees – Meeting attendance fee   100% 0% 104306488 79.05% 0.16%
Special resolution No. 2: General authority to repurchase shares   99.87% 0.13% 104058066 78.86% 0.35%
Special resolution No. 3: Financial assistance to related or inter-related company   99.63% 0.37% 104306498 79.05% 0.16%
Special resolution No. 4.1: Amendment of the Company’s MOI – Deletion/substitution of article 15.1.10   100% 0% 104306488 79.05% 0.16%

Special resolution No. 4.2: Deletion of article 15.2.3

  100% 0% 104306488 79.05% 0.16%

* Total issued ordinary share capital is 131 947 034, comprising 121 829 083 listed ordinary shares and 10 117 951 unlisted redeemable convertible B ordinary shares.

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

Woodmead, Sandton
29 May 2017

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)


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