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Results of the Annual General Meeting

Published: 2024-03-07 15:06:21 ET
<<<  go to JSE:PPH company page
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” or the “Company”)


RESULTS OF THE ANNUAL GENERAL MEETING


Shareholders and noteholders are hereby advised that at the annual general meeting of the Company held by
electronic participation at 09:00 a.m. today, Thursday, 7 March 2024 (“AGM”), all of the resolutions were
passed by the requisite majorities of the Company’s shareholders.

Details of the results of the voting at the 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 F Petersen-
Cook as a director who
retires by rotation                96.94%             3.06%       3 130 903 710       84.97%            0.00%
Ordinary resolution
number 2:
Re-election of WYN
Luhabe as a director who
retires by rotation                97.34%             2.66%       3 130 903 710       84.97%            0.00%
Ordinary resolution
number 3:
Re-election of ZN Malinga
as a director who retires
by rotation                       100.00%             0.00%       3 130 903 710       84.97%            0.00%
Ordinary resolution
number 4:
Appointment of RN
Ntshingila as a director          100.00%             0.00%       3 130 903 710       84.97%            0.00%
Ordinary resolution
number 5:
Re-appointment of HH
Hickey as a member of
the audit and risk
committee                         100.00%             0.00%       3 130 903 710       84.97%            0.00%
Ordinary resolution
number 6:
Re-appointment of F
Petersen-Cook as a
member of the audit and
risk committee                     96.94%             3.06%       3 130 903 710       84.97%            0.00%
Ordinary resolution
number 7:                         100.00%             0.00%       3 130 903 710       84.97%            0.00%
Appointment of ZN
Malinga as a member of
the audit and risk
committee
Ordinary resolution
number 8:
Appointment of SH Müller
as a member of the audit
and risk committee          97.61%     2.39%   3 130 903 710   84.97%   0.00%
Ordinary resolution
number 9:
Re-appointment of
PricewaterhouseCoopers
Inc. as auditor             100.00%    0.00%   3 130 985 116   84.97%   0.00%
Ordinary resolution
number 10:
Non-binding advisory vote
on Pepkor’s remuneration
policy                      82.51%    17.49%   3 130 985 116   84.97%   0.00%
Ordinary resolution
number 11:
Non-binding advisory vote
on Pepkor’s
implementation report on
the remuneration policy     86.06%    13.94%   3 130 984 484   84.97%   0.00%
Special resolution
number 1:
Remuneration of non-
executive directors
Special resolution
number 1.1:
Board chair                 98.94%     1.06%   3 130 903 710   84.97%   0.00%
Special resolution
number 1.2:
Lead independent director   99.78%     0.22%   3 130 903 710   84.97%   0.00%
Special resolution
number 1.3:
Board members               99.78%     0.22%   3 130 903 710   84.97%   0.00%
Special resolution
number 1.4:
Audit and risk committee
chair                       99.83%     0.17%   3 130 985 116   84.97%   0.00%
Special resolution
number 1.5:
Audit and risk committee
members                     99.83%     0.17%   3 130 985 116   84.97%   0.00%
Special resolution
number 1.6:
Human resources and
remuneration committee
chair                       99.90%     0.10%   3 130 985 116   84.97%   0.00%
Special resolution
number 1.7:
Human resources and
remuneration committee
members                     99.90%     0.10%   3 130 985 116   84.97%   0.00%
Special resolution
number 1.8:
Social and ethics
committee chair             99.90%     0.10%   3 130 990 116   84.97%   0.00%
Special resolution
number 1.9:                 99.90%     0.10%   3 130 990 116   84.97%   0.00%
Social and ethics
committee members
Special resolution
number 1.10:
Nomination committee
members                            99.89%            0.11%    3 130 985 116           84.97%             0.00%
Special resolution
number 1.11:
Investment committee
chair                              99.89%            0.11%    3 130 985 116           84.97%             0.00%
Special resolution
number 1.12:
Investment committee
members                            99.90%            0.10%    3 130 985 116           84.97%             0.00%
Special resolution
number 1.13:
Director approved by
Prudential Authority              100.00%            0.00%    3 130 985 116           84.97%             0.00%
Special resolution
number 2:
Intercompany financial
assistance in terms of
section 45 of the
Companies Act                      99.98%            0.02%    3 130 985 116           84.97%             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                      97.18%            2.82%    3 130 885 116           84.97%             0.00%
Special resolution
number 4:
General authority to
repurchase shares issued
by the company                     98.55%            1.45%    3 130 949 782           84.97%             0.00%

Note:
*Total number of shares in issue as at Friday, 1 March 2024, being the record date to be eligible to vote at the
AGM, was 3 683 254 073, of which 2 151 270 were treasury shares.


Parow
7 March 2024

Equity Sponsor
Investec Bank Limited


Debt sponsor
Rand Merchant Bank (a division of FirstRand Bank Limited)