REUNERT LIMITED - Report On Proceedings At The Annual General Meeting And Retirement Of An Independent Non-Executive Director

2018-02-13 17:45:00

RLO 201802130053A
Report On Proceedings At The Annual General Meeting And Retirement Of An Independent Non-Executive Director

Reunert Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1913/004355/06)
JSE code: RLO
ISIN: ZAE000057428
(“Reunert” or the “Company”)

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND RETIREMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING

                                      
At the one hundred and fourth (104th) annual general meeting (“AGM”) of ordinary shareholders of
Reunert held on 12 February 2018, all the ordinary and special resolutions proposed at the AGM were
approved by the requisite majority of votes.

The total issued share capital of Reunert is 184 349 396 ordinary shares (“Shares”). Of these,
4 604 380 Shares are treasury shares, held by a subsidiary of Reunert. Therefore, the total number of
Shares that were entitled to vote at the AGM was 179 745 016 Shares.

Reunert confirms the voting statistics for the AGM as follows:

 Resolutions                          Votes carried          Number of     Shares         Shares
                                      (as a percentage       Shares        voted          abstained
                                      of the total           voted         (as a          (as a
                                      number of Shares                     percentage     percentage
                                      voted)                               of the total   of the total
                                                                           issued         issued
                                                                           share          share
                                      For         Against                  capital)       capital)
 Ordinary resolution number 1:        98.50%      1.50%      150 071 260   81.41%         0.12%
 Re-election of M Moodley as an
 executive director
 Ordinary resolution number 2:        95.02%      4.98%      150 050 514   81.39%         0.14%
 Re-election of NDB Orleyn as a
 non-executive director
 Ordinary resolution number 3:        96.83%      3.17%      150 058 500   81.40%         0.13%
 Re-election of SG Pretorius as an
 independent non-executive
 director
 Ordinary resolution number 4:        98.59%      1.41%      150 071 260   81.41%         0.12%
 Re-election of NA Thomas as an
 executive director
 Ordinary resolution number 5:        99.74%      0.26%      150 071 260   81.41%         0.12%
 Re-election of R van Rooyen as a
 member of the Audit Committee
 Ordinary resolution number 6:        99.63%      0.37%      150 071 260   81.41%         0.12%
 Re-election of T Abdool-Samad
 as a member of the Audit
 Committee
 Ordinary resolution number 7:        99.74%      0.26%      150 071 260   81.41%         0.12%
 Re-election of S Martin as a
 member of the Audit Committee
 Ordinary resolution number 8:          83.22%   16.78%     149 958 505     81.34%         0.19%
 Re-appointment of Deloitte &
 Touche as the independent
 external auditors and the
 appointment of JAR Welch as the
 individual designated auditor
 Ordinary resolution number 9:          99.99%   0.01%      150 058 546     81.40%         0.13%
 Ratification relating to personal
 financial interest arising from
 multiple offices in the Reunert
 group
 Non-binding advisory                   57.91%   42.09%     143 929 884     78.07%         3.46%
 resolution number 10*:
 Endorsement of the Reunert
 remuneration policy
 Non-binding advisory                   65.87%   34.13%     149 893 921     81.31%         0.22%
 resolution number 11*:
 Endorsement of the Reunert
 remuneration implementation
 report
 Special resolution number 12:          98.79%   1.21%      149 952 271     81.34%         0.19%
 Approval of issue of shares in
 terms of the Reunert 1985 Share
 Option Scheme, Reunert 1988
 Share Purchase Scheme and the
 Reunert 2006 Share Option
 Scheme
 Special resolution number 13:          99.75%   0.25%      149 952 271     81.34%         0.19%
 General authority to repurchase
 shares, which repurchase shall
 not exceed 5% of issued shares
 Special resolution number 14:          97.23%   2.77%      150 049 682     81.39%         0.14%
 Approval of non-executive
 directors’ remuneration
 Special resolution number 15:          97.16%   2.84%      150 049 682     81.39%         0.14%
 Approval of non-executive
 directors’ remuneration for ad hoc
 assignments
 Special resolution number 16:          93.77%   6.23%      150 032 980     81.39%         0.15%
 Approval of financial assistance in
 terms of approved long-term or
 share incentive schemes and to
 entities related or inter-related to
 the Company
 Ordinary resolution number 17:         99.92%   0.08%      150 072 174     81.41%         0.12%
 Signature of documents and
 authority of a director or the
 company secretary to implement
 the resolutions passed

Special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual
Property Commission in due course.
* As a result of more than 25% of the votes exercised against non-binding advisory resolutions
numbered 10 and 11, in terms of the recommendations of the King IV Report on Corporate Governance
for South Africa, 2016 and paragraph 3.84(k) of the JSE Limited Listings Requirements (“Listings
Requirements”), shareholders are invited to engage with the Company as follows:
    - to forward concerns or recommendations on the remuneration policy and/or the implementation
       report to Carina de Klerk in writing at carina@reunert.co.za by the close of business on 22
       February 2018;
    - to participate in a telephone conference, which will be arranged for 1 March 2018 at 16h00 in
       order for shareholders to engage with Reunert on the remuneration policy and/or the
       implementation report; and
    - to contact Carina de Klerk in writing at carina@reunert.co.za by the close of business on 22
       February 2018 to confirm participation in the telephone conference. Dial-in details will be
       provided directly to shareholders who have confirmed their participation.

RETIREMENT OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

In compliance with paragraph 3.59 of the Listings Requirements, the board of directors of Reunert
(the “Board”) advises shareholders that Mr Thabang Motsohi, an independent non-executive director of
the Company and a member of the Risk Committee and the Social, Ethics and Transformation
Committee, retired at the conclusion of the AGM, after reaching the prescribed retirement age of 70.

The Chair and Board would like to express their sincere gratitude to Mr Motsohi for his input and
contribution over the period of his tenure.


Johannesburg
13 February 2018

Sponsor
One Capital

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