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Results of Annual General Meeting and Changes to the Board

Published: 2023-02-02 14:20:19 ET
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ASTRAL FOODS LIMITED
(Reg. No. 1978/003194/06)
(Incorporated in the Republic of South Africa)
Share Code: ARL
ISIN Code: ZAE000029757
(“Astral Foods” or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD

Results of annual general meeting

The annual general meeting of Astral Foods (“AGM”) was held on Thursday, 2 February 2023. The detailed results of the voting
are as follows:

  Resolutions                                      Number of     Percentage            For**       Against**       Abstained
                                                 shares voted    of shares in              %               %             ***
                                                                      issue*                                               %
                                                                           %
  1.   Ordinary resolution number 1:
       Consideration and adoption of Annual
       Financial Statements                       30 555 812           78.68           99.98             0.02            1.53
  2.   Ordinary resolution number 2:
       Re-election of directors
        2.1. Dr T Eloff                           31 128 017           80.16           82.51            17.49            0.05
        2.2. Mrs AD Cupido                        31 131 748           80.17           99.98             0.02            0.04
  3.   Ordinary resolution number 3:
       Re-appointment of members of the
       Audit and Risk Management
       Committee
        3.1. Mr DJ Fouché                         31 131 748           80.17           93.92             6.08            0.04
        3.2. Mr S Mayet                           31 131 748           80.17           98.05             1.95            0.04
        3.3. Mrs TM Shabangu                      31 131 748           80.17           95.34             4.66            0.04
  4.   Ordinary resolution number 4:
       Re-appointment of members of the
       Social and Ethics Committee
        4.1. Mrs TM Shabangu                      31 131 748           80.17           96.53             3.47            0.04
        4.2. Dr T Eloff (subject to the           31 131 748           80.17           86.87            13.13            0.04
              passing of ordinary resolution
              2.1)
        4.3. Mr GD Arnold                         31 131 748           80.17           97.31             2.69            0.04
        4.4. Mr LW Hansen (consultant)            31 131 748           80.17           95.41             4.59            0.04
  5.   Ordinary resolution number 5:
       Appointment of the independent
       auditor for 2023                           31 131 748           80.17           93.17             6.83            0.04
  6.   Ordinary resolution number 6:
       Appointment of the independent
       auditor for 2024                           31 131 748           80.17           95.19             4.81            0.04
  7.   Ordinary resolution number 7:
       Authority for determination of
       auditor’s remuneration                     31 125 748           80.15           96.84             3.16            0.06
  8.   Ordinary resolution number 8:
       Approval of the Remuneration Policy        31 125 748           80.15           71.90            28.10            0.06
  9.   Ordinary resolution number 9:
       Approval of the implementation of
       the Remuneration Policy                    31 125 748           80.15           48.10            51.90            0.06
  10. Ordinary resolution number 10:
      Signature of documentation                    31 125 748             80.15           99.98             0.02             0.06
  11. Special resolution number 1:
      Fees payable to non-executive
      directors                                     31 125 748             80.15           75.44            24.56             0.06
  12. Special resolution number 2:
      Authority to provide financial
      assistance to related and inter-related
      companies                                     31 132 704             80.17           99.34             0.66             0.04
  13. Special resolution number 3:
      General authority to repurchase
      shares in the Company                         31 126 525             80.15           99.98             0.02             0.06

*      Based on 42 922 235 shares in issue as at the date of the AGM.
**     In relation to the total number of shares voted at the AGM.
***    In relation to the total number of shares in issue as at the date of the AGM.

Based on the above voting results, all resolutions were passed by the requisite majority of Astral Foods’ shareholders present in
person or represented by proxy at the AGM.

Shareholders are further advised that due to ordinary resolutions number 8 and 9 relating to the non-binding advisory votes on
the approval of the Remuneration Policy and the implementation of the Remuneration Policy being voted against by 25% or
more of Astral Foods shareholders represented at the AGM (“dissenting shareholders”), the board of directors of the Company
(the “Board”) hereby issues an invitation to dissenting shareholders to attend an engagement with the Company at the Astral
Foods office, 92 Koranna Avenue , Doringkloof, Centurion at 09:00 on Thursday, 23 February 2023.

Furthermore, dissenting shareholders are invited to submit written questions/comments to the Company Secretary via e-mail
at: leonie.marupen@astralfoods.com on or before 09:00 on Wednesday, 22 February 2023.

Changes to the Board

Further to the SENS announcement released on 15 November 2021, Astral Foods confirms that Mr. Daan Ferreira, the current
Chief Financial Officer, has retired as an executive director of the Company with effect from 2 February 2023, following the
conclusion of the AGM. In addition, Mr. Dries Ferreira has been appointed as Chief Financial Officer and executive director of
Astral Foods with effect from 2 February 2023.

The Board would like to thank Daan for his exceptional contribution to the Company over the past 21 years. Daan served the
company with distinction and wisdom and was fundamental in Astral Foods building its solid foundation. Daan leaves his role as
a respected CFO in the industry. The Board wishes him only the best in his future endeavours.

Pretoria
2 February 2023

Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited