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Truworths International Limited (JSE:TRU) News - Results of annual general meeting
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE code: TRU; NSX code: TRW
ISIN: ZAE000028296
LEI 37890099AFD770037522
(“Truworths”, the “company” or the “group”)
RESULTS OF ANNUAL GENERAL MEETING
Truworths advises that at the annual general meeting (“AGM”) of the company’s shareholders
(“shareholders”) held through electronic participation on Thursday, 4 November 2021, all the
ordinary resolutions (other than the non-binding resolutions in item number 8) and special resolutions,
as set out in the notice of the AGM dated Friday, 1 October 2021, were approved by the requisite
majority of shareholders. The required special resolutions are not required to be lodged with the
Companies and Intellectual Property Commission.
The Truworths’ shares in issue eligible to vote at the AGM were 389 591 488 (“voteable shares”).
This number is calculated as the total number of Truworths shares in issue, less repurchased shares
and share scheme shares, on the meeting record date. The number of Truworths’ shares represented
at the AGM that participated electronically was 288 500 008, representing 74.05% of the voteable
shares.
Details of the voting on the resolutions are as follows:
Item number 1: To receive and adopt the group and the company Audited Annual Financial
Statements, which include the Directors’ Report and the Audit Committee Report, for the period
ended 27 June 2021
Shares Voted Shares Abstained Shares For Shares Against
288 059 893 440 115 288 059 893 0
% Voted % Abstained % For % Against
73.94 0.11 100.00 0.00
Item number 2: Election and re-election of directors
To re-elect by way of separate resolutions the following retiring directors:
• Mr MS Mark
Shares Voted Shares Abstained Shares For Shares Against
288 059 893 440 115 277 469 839 10 590 054
% Voted % Abstained % For % Against
73.94 0.11 96.32 3.68
• Mr AJ Taylor
Shares Voted Shares Abstained Shares For Shares Against
288 059 893 440 115 216 278 327 71 781 566
% Voted % Abstained % For % Against
73.94 0.11 75.08 24.92
• Ms CJ Hess
Shares Voted Shares Abstained Shares For Shares Against
288 059 893 440 115 286 533 842 1 526 051
% Voted % Abstained % For % Against
73.94 0.11 99.47 0.53
• Ms SJ Proudfoot
Shares Voted Shares Abstained Shares For Shares Against
288 059 893 440 115 286 111 413 1 948 480
% Voted % Abstained % For % Against
73.94 0.11 99.32 0.68
To elect the following person who was appointed as an independent non-executive director of the
company with effect from 1 January 2021 and subsequently an executive director with effect from 1
July 2021:
• Mr EFPM Cristaudo
Shares Voted Shares Abstained Shares For Shares Against
288 059 893 440 115 284 250 607 3 809 286
% Voted % Abstained % For % Against
73.94 0.11 98.68 1.32
To elect the following persons who were appointed as independent non-executive directors of the
company with effect from 20 May 2021:
• Ms D Earp
Shares Voted Shares Abstained Shares For Shares Against
288 059 893 440 115 275 247 339 12 812 554
% Voted % Abstained % For % Against
73.94 0.11 95.55 4.45
• Mr TF Mosololi
Shares Voted Shares Abstained Shares For Shares Against
288 059 893 440 115 252 457 400 35 602 493
% Voted % Abstained % For % Against
73.94 0.11 87.64 12.36
Item number 3: To renew the directors’ limited and conditional general authority over the authorised
but unissued and treasury shares, including the authority to issue or dispose of such shares for cash
Shares Voted Shares Abstained Shares For Shares Against
288 060 526 439 482 262 447 709 25 612 817
% Voted % Abstained % For % Against
73.94 0.11 91.11 8.89
Item number 4*: To give a limited and conditional general authority and mandate for the company or
its subsidiaries to acquire the company’s shares in issue
Shares Voted Shares Abstained Shares For Shares Against
288 060 526 439 482 284 326 706 3 733 820
% Voted % Abstained % For % Against
73.94 0.11 98.70 1.30
Item number 5: To re-appoint Ernst & Young Inc. as auditor in respect of the Annual Financial
Statements to be prepared for the period ending 26 June 2022 and to authorise the Audit Committee
to agree the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
288 060 526 439 482 185 496 176 102 564 350
% Voted % Abstained % For % Against
73.94 0.11 64.39 35.61
Item number 6*: To approve by way of separate resolutions the proposed fees of the non-executive
directors for the 12 month period from 1 January 2022 to 31 December 2022:
• Non-executive chairman
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 369 729 20 689 947
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
• Non-executive directors
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 236 172 20 823 504
% Voted % Abstained % For % Against
73.94 0.11 92.77 7.23
• Audit Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 371 335 20 688 341
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
• Audit Committee member
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 371 335 20 688 341
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
• Remuneration Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 369 729 20 689 947
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
• Remuneration Committee member
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 369 729 20 689 947
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
• Risk Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 369 729 20 689 947
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
• Nomination Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 369 729 20 689 947
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
• Nomination Committee member
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 369 729 20 689 947
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
• Social and Ethics Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 369 729 20 689 947
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
• Social and Ethics Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 267 369 729 20 689 947
% Voted % Abstained % For % Against
73.94 0.11 92.82 7.18
Item number 7: To confirm by way of separate resolutions the appointment of the following qualifying
independent non-executive directors to the company’s Audit Committee for the period until the next
AGM:
• Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
288 058 543 441 465 277 566 642 10 491 901
% Voted % Abstained % For % Against
73.94 0.11 96.36 3.64
• Ms CJ Hess
Shares Voted Shares Abstained Shares For Shares Against
288 058 543 441 465 240 922 905 47 135 638
% Voted % Abstained % For % Against
73.94 0.11 83.64 16.36
• Ms D Earp
Shares Voted Shares Abstained Shares For Shares Against
288 058 543 441 465 287 681 267 377 276
% Voted % Abstained % For % Against
73.94 0.11 99.87 0.13
Item number 8 **: To approve by way of non-binding advisory votes the group’s remuneration policy
and implementation report as set out in the company’s 2021 Integrated Report:
• Remuneration policy
Shares Voted Shares Abstained Shares For Shares Against
288 059 676 440 332 155 902 934 132 156 742
% Voted % Abstained % For % Against
73.94 0.11 54.12 45.88
• Implementation report
Shares Voted Shares Abstained Shares For Shares Against
288 058 676 441 332 96 385 476 191 673 200
% Voted % Abstained % For % Against
73.94 0.11 33.46 66.54
Item number 9: To consider the report of the Social and Ethics Committee for the period ended 27
June 2021 as published on the company’s website
Shares Voted Shares Abstained Shares For Shares Against
288 059 526 440 482 288 031 503 28 023
% Voted % Abstained % For % Against
73.94 0.11 99.99 0.01
Item number 10: To confirm by way of separate resolutions the appointment of the following
qualifying directors to the company’s Social and Ethics Committee for the period until the next AGM:
• Mr MA Thompson
Shares Voted Shares Abstained Shares For Shares Against
288 058 893 441 115 215 650 183 72 408 710
% Voted % Abstained % For % Against
73.94 0.11 74.86 25.14
• Ms M Makanjee
Shares Voted Shares Abstained Shares For Shares Against
288 059 893 441 115 287 735 361 324 532
% Voted % Abstained % For % Against
73.94 0.11 99.89 0.11
• Mr EFPM Cristaudo
Shares Voted Shares Abstained Shares For Shares Against
288 060 193 439 815 284 577 380 3 482 813
% Voted % Abstained % For % Against
73.94 0.11 98.79 1.21
Item number 11*: To approve the provision of financial assistance by the company, as authorised by
the board, to group entities in accordance with the Companies Act (No. 71 of 2008, as amended)
Shares Voted Shares Abstained Shares For Shares Against
288 060 526 439 482 286 257 163 1 803 363
% Voted % Abstained % For % Against
73.94 0.11 99.37 0.63
Notes
* denotes a special resolution
- The percentage of shares voted is calculated by dividing the number of shares represented at
the AGM (excluding shares abstained) by the voteable shares.
- The percentages of shares voted for and against are calculated in relation to the number of
shares voted in respect of the relevant resolution (excluding shares abstained).
- The percentage of shares abstained is calculated in relation to the number of voteable
shares.
** As the votes recorded against resolutions 8.1 and 8.2 exceeded 25%, the company will shortly
publish a SENS announcement detailing the date and time when, and the manner in which, the
company will engage with those shareholders who voted against these resolutions, and the outcome
of such engagement will be published in due course.
Cape Town
4 November 2021
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
Date: 04-11-2021 05:43:00
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