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EXX: Results Of The 22nd Annual General Meeting Of Shareholders of Exxaro.

Published: 2023-05-19 14:07:36 ET
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EXXARO RESOURCES LIMITED
Incorporated in the Republic of South Africa
(Registration Number: 2000/011076/06)
JSE share code: EXX
ISIN: ZAE000084992
ADR code: EXXAY
Bond Code: EXX05
ISIN No: ZAG000160334
(“Exxaro” or the “Company”)

RESULTS OF THE 22nd ANNUAL GENERAL MEETING OF SHAREHOLDERS OF EXXARO

Exxaro shareholders are advised that at the annual general meeting (AGM) of shareholders of the Company
held on Thursday, 18 May 2023, the ordinary and special resolutions proposed at the meeting were
unaltered from that reflected in the Notice of Annual General Meeting and were approved by the requisite
majority of votes.

In this regard, Exxaro confirms the voting statistics from the AGM as follows:

 Total number of shares in issue                                                                349 305 092
 Treasury shares (excluded from voting)                                                             158 218
 Total number of shares (“voteable shares”)                                                     349 146 874
 Total number of shares represented (including proxies) at the AGM                              297 131 018
 Proportion of total voteable shares represented at the AGM                                         85,10%

 Resolution                         Votes cast disclosed         Number of       Shares         Shares
                                    as a percentage of the       Shares          voted          abstained
                                    total number of shares       Voted           disclosed      disclosed
                                    voted at the meeting                         as             as a
                                                                                 percentage     percentage
                                                                                 of the total   of the total
                                                                                 issued         issued
                                                                                 shares         shares
                                    For           Against
 Ordinary resolution 1.1: Re-       94,32%       5,68%          296 483 908      84,88%         0,19%
 election of Mr Zwelibanzi
 Mntambo as a non-executive
 director
 Ordinary resolution 1.2: Re-       99,90%       0,10%          296 474 222      84,88%         0,19%
 election of Ms Chanda
 Nxumalo as an independent
 non-executive director
 Ordinary resolution 1.3:           99,99%       0,01%          296 474 223      84,88%         0,19%
 Election of Ms Nondumiso
 Medupe as an independent
 non-executive director
 Ordinary resolution 2.1:           98,18%       1,82%          293 063 618      83,90%         1,16%
 Election of Mr Billy Mawasha as
 a member of the group Audit
 committee
 Ordinary resolution 2.2:           99,99%       0,01%          296 474 023      84,88%         0,19%
 Election of Ms Nondumiso
 Medupe as a member of the
 group Audit Committee
Ordinary resolution 2.3: Re-       98,14%   1,86%    293 063 817   83,90%   1,16%
election of Ms Chanda
Nxumalo as a member of the
group Audit committee
Ordinary resolution 3.1:           99,60%   0,40%    296 483 359   84,88%   0,19%
Election of Dr Geraldine Fraser-
Moleketi as a member of the
group Social, ethics and
responsibility committee
Ordinary resolution 3.2:           99,91%   0,09%    296 474 023   84,88%   0,19%
Election of Ms Karin Ireton as a
member of the group Social,
ethics and responsibility
committee
Ordinary resolution 3.3:           98,21%   1,79%    296 474 223   84,88%   0,19%
Election of Ms Likhapha
Mbatha as a member of the
group Social, ethics and
responsibility committee
Ordinary resolution 3.4:           99,91%   0,09%    296 483 708   84,88%   0,19%
Election of Mr Peet Snyders as
a member of the group Social,
ethics and responsibility
committee
Ordinary resolution 3.5:           99,24%   0,76%    296 478 019   84,88%   0,19%
Election of Dr Nombasa
Tsengwa as a member of the
group Social, ethics and
responsibility committee
Ordinary resolution 3.6:           99,76%   0,24%    296 487 503   84,88%   0,18%
Election of Mr Riaan
Koppeschaar as a member of
the group Social, ethics and
responsibility committee
Ordinary resolution 4:             99,94%   0,06%    296 487 153   84,88%   0,18%
Resolution to appoint KPMG
Inc. as independent external
auditor for the financial year
ending 31 December 2023,
until the conclusion of the next
AGM
Ordinary resolution 5:             79,14%   20,86%   296 491 683   84,88%   0,18%
Resolution for a general
authority to place authorised
but unissued ordinary shares
under the control of the
directors
Ordinary resolution 6:             78,48%   21,52%   296 491 783   84,88%   0,18%
Resolution for a general
authority to issue shares for
cash
Ordinary resolution 7:             99,99%   0,01%    296 487 153   84,88%   0,18%
Resolution to authorise director
and/or group company
secretary to implement the
 resolutions set out in the notice
 convening the AGM


 Special resolution 1: Special       96,34%   3,66%      296 484 211   84,88%   0,19%
 resolution to approve non-
 executive directors’ fees for the
 period 1 June 2023 to the end
 of the month in which the next
 AGM is held
 Special resolution 2: Special       94,86%   5,14%      296 273 188   84,82%   0,25%
 resolution to authorise financial
 assistance for the subscription
 of securities
 Special resolution 3: Special       96,78%   3,22%      296 271 963   84,82%   0,25%
 resolution to authorise financial
 assistance to related or inter-
 related companies
 Special resolution 4: Special       78,97%   21,03%     296 326 151   84,83%   0,23%
 resolution for a general
 authority to repurchase shares
 Non-binding resolution 1:           93,55%   6,45%      293 070 998   83,90%   1,16%
 Resolution through non-binding
 advisory note to approve the
 Exxaro remuneration policy
 Non-binding resolution 2:           82,51%   17,49%     293 070 997   83,90%   1,16%
 Resolution through non-binding
 advisory note to endorse the
 implementation of the Exxaro
 remuneration policy

AT NDONI
GROUP COMPANY SECRETARY

19 May 2023

Lead Equity Sponsor and Debt Sponsor to Exxaro Resources Limited
Absa Corporate and Investment Bank, a division of Absa Bank Limited




Joint Equity Sponsor to Exxaro Resources Limited
Tamela Holdings Proprietary Limited