We believe investing for tomorrow’s returns means investing with a responsible mindset.
The consideration of environmental, social, and governance (ESG) factors in our investment process enhances our ability to identify long term value and investment risks and in so doing, achieve optimal financial outcomes for our clients.
Responsible investing is not an add-on, its embedded into our valuation-based philosophy and rigorous investment process.
As responsible shareholders it is important to us that the companies, we invest in are striving to advance environmental, economic, and social goals while they improve their competitive position. As a result, the collaborative movement towards the greater good is essential and this will ultimately be paid back in superior risk-adjusted returns for our clients.
Truffle is a signatory to the United Nations Principles of Responsible Investing (UN PRI) and we support the principles of the Code to Responsible Investing in South Africa (CRISA).
ESG integration
Our teams’ responsibility to ESG, how we think about ESG factors, and the implementation of our thinking into our investment philosophy and process.
At Truffle, ESG analysis is important in our focus on downside protection through highlighting opportunities and risks. Mitigating risks due to exposure to suboptimal ESG outcomes plays a critical role in the pursuit of producing superior long-term sustainable returns.
Investment analysts are responsible for researching ESG factors and issues relating to the sectors and companies they cover in their research. All analysts are supported by a dedicated ESG analyst, who provides oversight and ESG specific expertise.
ESG integration happens at 3 stages of our investment process:
Engaging with company management is a vital part of our investment process. We prefer to engage on the various ESG topics than outright exclusion or disinvestment. Engagement is used as a feedback loop in each of the above stages to ensure we are appropriately calibrating the ESG risks and opportunities. We engage with company management on ESG related concerns and make a point to follow up on specific ESG observations. This enables us to measure their progress and update our investment case accordingly. On an annual basis, we release a Stewardship Report that details our engagements.
Proxy voting
This is done in accordance with our proxy voting policy. Our voting recommendations are published on a quarterly basis.
| Q2 2026 | Truffle Asset Management |
|---|---|
| No of resolutions | 495 |
| No of resolutions voted for | 443 |
| No of resolutions voted against | 52 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Absa Group Limited | ABG | 2026/06/25 | Annual General Meeting |
| Aeci Limited | AFE | 2026/05/27 | Annual General Meeting |
| Anglo American plc | AGL | 2026/04/29 | Annual General Meeting |
| Anglogold Ashanti Limited | ANG | 2026/05/05 | Annual General Meeting |
| Anheuser-Busch Inbev SA/N.V. | ANH | 2026/04/29 | Annual General Meeting |
| Aspen Pharmacare Holdings Limited | APN | 2026/04/21 | Ordinary General Meeting |
| British American Tobacco plc | BTI | 2026/04/15 | Annual General Meeting |
| Gold Fields Limited | GFI | 2026/05/21 | Annual General Meeting |
| Glencore plc | GLN | 2026/05/28 | Annual General Meeting |
| Grindrod Limited | GND | 2026/06/11 | Annual General Meeting |
| Mondi plc | MNP | 2026/04/24 | Annual General Meeting |
| MTN Group Limited | MTN | 2026/05/29 | Annual General Meeting |
| NEPI Rockcastle plc | NRP | 2026/05/13 | Annual General Meeting |
| Old Mutual Limited | OMU | 2026/06/05 | Annual General Meeting |
| Primary Health Properties PLC | PHPSJ | 2026/04/29 | Annual General Meeting |
| Quilter plc | QLT | 2026/05/14 | Annual General Meeting |
| Resilient Reit Limited | RES | 2026/06/25 | Annual General Meeting |
| Sa Corporate Real Estate Limited | SAC | 2026/06/04 | Annual General Meeting |
| Standard Bank Group Limited | SBK | 2026/06/08 | Annual General Meeting |
| Sanlam Limited | SLM | 2026/06/10 | Annual General Meeting |
| Valterra Platinum Ltd | VAL | 2026/05/08 | Annual General Meeting |
| Q1 2026 | Truffle Asset Management |
|---|---|
| No of resolutions | 161 |
| No of resolutions voted for | 139 |
| No of resolutions voted against | 22 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Astral Foods Limited | ARL | 2026/02/05 | Annual General Meeting |
| Dipula Income Fund Limited | DIB | 2026/02/17 | Annual General Meeting |
| Firstrand Limited | FSR | 2026/02/11 | Extraordinary or Special General Meeting |
| Fairvest ltd | FTB | 2026/03/02 | Annual General Meeting |
| Pan African Resources plc | PAN | 2026/03/26 | Ordinary General Meeting |
| Pepkor Holdings Limited | PPH | 2026/02/24 | Annual General Meeting |
| Redefine Properties Limited | RDF | 2026/02/12 | Annual General Meeting |
| Sappi Limited | SAP | 2026/02/04 | Annual General Meeting |
| Vukile Property Fund Limited | VKE | 2026/03/20 | Ordinary General Meeting |
| Q4 2025 | Truffle Asset Management |
|---|---|
| No of resolutions | 529 |
| No of resolutions voted for | 477 |
| No of resolutions voted against | 49 |
| No of abstentions | 3 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Anglo American plc | AGL | 2025/12/09 | Ordinary General Meeting |
| Aspen Pharmacare Holdings Limited | APN | 2025/12/04 | Annual General Meeting |
| Attacq Limited | ATT | 2025/11/14 | Annual General Meeting |
| Avi Limited | AVI | 2025/11/11 | Annual General Meeting |
| Bid Corp Limited | BID | 2025/10/30 | Annual General Meeting |
| Discovery Limited | DSY | 2025/11/20 | Annual General Meeting |
| Fortress Income Fund Limited B | FFB | 2025/12/01 | Annual General Meeting |
| Firstrand Limited | FSR | 2025/12/02 | Annual General Meeting |
| Growthpoint Properties Limited | GRT | 2025/11/25 | Annual General Meeting |
| Harmony Gold Mining Company Limited | HAR | 2025/11/26 | Annual General Meeting |
| Hyprop Investments Limited | HYP | 2025/11/27 | Annual General Meeting |
| Impala Platinum Holdings Limited | IMP | 2025/10/30 | Annual General Meeting |
| KAP Industrial Holdings Limited | KAP | 2025/11/26 | Annual General Meeting |
| MMI Holdings Limited | MTM | 2025/11/20 | Annual General Meeting |
| Northam Platinum Limited | NPH | 2025/10/27 | Annual General Meeting |
| African Rainbow Shrs Ords | RBO | 2025/11/20 | Annual General Meeting |
| Remgro Limited | REM | 2025/11/27 | Annual General Meeting |
| South32 Limited | S32 | 2025/10/23 | Annual General Meeting |
| Shoprite Holdings Limited | SHP | 2025/11/10 | Annual General Meeting |
| Wilson Bayly Holmes-Ovcon Limited | WBO | 2025/11/27 | Annual General Meeting |
| Woolworths Holdings Limited | WHL | 2025/11/17 | Annual General Meeting |
| Q3 2025 | Truffle Asset Management |
|---|---|
| No of resolutions | 377 |
| No of resolutions voted for | 316 |
| No of resolutions voted against | 61 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Boxer Retail Limited | BOX | 2025/07/29 | Annual General Meeting |
| Compagnie Financière Richemont SA | CFR | 2025/09/10 | Annual General Meeting |
| Capitec Bank Holdings Limited | CPI | 2025/07/18 | Annual General Meeting |
| Glencore plc | GLN | 2025/08/05 | Ordinary General Meeting |
| Hosken Cons Investments Limited | HCI | 2025/08/28 | Annual General Meeting |
| Investec Limited | INL | 2025/08/07 | Annual General Meeting |
| Investec plc | INP | 2025/08/07 | Annual General Meeting |
| PSG Konsult Limited | KST | 2025/07/24 | Annual General Meeting |
| Naspers Limited | NPN | 2025/08/21 | Annual General Meeting |
| Ninety One Limited | NY1 | 2025/07/23 | Annual General Meeting |
| Primary Health Properties PLC | PHPSJ | 2025/07/01 | Ordinary General Meeting |
| Pick n Pay Stores Limited | PIK | 2025/08/05 | Annual General Meeting |
| Prosus Nv | PRX | 2025/08/20 | Annual General Meeting |
| Reinet Investments SCA | RNI | 2025/08/26 | Annual General Meeting |
| Sirius Real Estate Limited | SRE | 2025/07/07 | Annual General Meeting |
| Stor-age Property Limited | SSS | 2025/09/04 | Annual General Meeting |
| Tsogo Sun Gaming Limited | TSG | 2025/08/29 | Annual General Meeting |
| Vukile Property Fund Limited | VKE | 2025/09/01 | Annual General Meeting |
| Q2 2025 | Truffle Asset Management |
|---|---|
| No of resolutions | 522 |
| No of resolutions voted for | 468 |
| No of resolutions voted against | 53 |
| No of abstentions | 1 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Absa Group Limited | ABG | 6/3/2025 | Annual General Meeting |
| Absa Bank Limited | ABSP | 6/3/2025 | Court Meeting |
| A E C I Limited | AFE | 5/27/2025 | Annual General Meeting |
| Anglo American Plc | AGL | 4/30/2025 | Annual General Meeting |
| Anglogold Ashanti Plc | ANG | 5/27/2025 | Annual General Meeting |
| Anheuser-Busch Inbev SA/NV | ANH | 4/30/2025 | Annual General Meeting |
| British American Tobacco Plc | BTI | 4/16/2025 | Annual General Meeting |
| Exxaro Resources Limited | EXX | 5/15/2025 | Annual General Meeting |
| Gold Fields Limted | GFI | 5/28/2025 | Annual General Meeting |
| Glencore Plc | GLN | 5/28/2025 | Annual General Meeting |
| Grindrod Limited | GND | 5/22/2025 | Annual General Meeting |
| Kumba Iron Ore Limited | KIO | 6/4/2025 | Annual General Meeting |
| Mondi Plc | MNP | 5/8/2025 | Annual General Meeting |
| Nedbank Group Limited | NED | 5/30/2025 | Annual General Meeting |
| Nepi Rockcastle Nv | NRP | 5/15/2025 | Annual General Meeting |
| Ninety One Limited | NY1 | 4/9/2025 | Ordinary General Meeting |
| Primary Health Properties Plc | PHPSJ | 5/7/2025 | Annual General Meeting |
| Quilter Plc | QLT | 5/22/2025 | Annual General Meeting |
| Resilient Reit Limited | RES | 6/25/2025 | Annual General Meeting |
| SA Corp Real Estate Limited | SAC | 6/30/2025 | Annual General Meeting |
| Standard Bank Group Limited | SBK | 6/9/2025 | Annual General Meeting |
| Standard Bank Group Limited Preferred Shares | SBPP | 6/9/2025 | Annual General Meeting |
| Spear Reit Limited | SEA | 6/30/2025 | Annual General Meeting |
| Sanlam Limited | SLM | 6/4/2025 | Annual General Meeting |
| Valterra Platinum Limited | VAL | 5/8/2025 | Annual General Meeting |
| Q1 2025 | Truffle Asset Management |
|---|---|
| No of resolutions | 197 |
| No of resolutions voted for | 181 |
| No of resolutions voted against | 16 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Astral Foods Limited | ARL | 30/1/2025 | Annual General Meeting |
| Sappi Limited | SAP | 5/2/2025 | Annual General Meeting |
| Redefine Prop Ltd | RDF | 13/2/2025 | Annual General Meeting |
| Dipula Income Fund Ltd | DIB | 18/2/2025 | Annual General Meeting |
| Tiger Brands Limited | TBS | 20/2/2025 | Annual General Meeting |
| Barloworld Limited | BAW | 21/2/2025 | Annual General Meeting |
| Pepkor Holdings Limited | PPH | 24/2/2025 | Annual General Meeting |
| Barloworld Limited | BAW | 26/2/2025 | Ordinary General Meeting |
| The Spar Group Limited | SPP | 28/2/2025 | Annual General Meeting |
| Fairvest Limited | FTB | 5/3/2025 | Annual General Meeting |
| Q4 2024 | Truffle Asset Management |
|---|---|
| No of resolutions | 558 |
| No of resolutions voted for | 479 |
| No of resolutions voted against | 79 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Pick N Pay Stores Limited | PIK | 10/1/2024 | Ordinary General Meeting |
| Northam Platinum Holdings Limited | NHM | 10/28/2024 | Annual General Meeting |
| Metair Investments Limited | MTA | 10/29/2024 | Ordinary General Meeting |
| Impala Platinum Holdings Limited | IMP | 10/30/2024 | Annual General Meeting |
| Bid Corporation Limited | BID | 10/31/2024 | Annual General Meeting |
| Motus Holding Limited | MTH | 11/5/2024 | Annual General Meeting |
| Truworths International Limited | TRU | 11/7/2024 | Annual General Meeting |
| Shoprite Holdings Limited | SHP | 11/11/2024 | Annual General Meeting |
| Avi Limited | AVI | 11/12/2024 | Annual General Meeting |
| Italtile Limited | ITE | 11/14/2024 | Annual General Meeting |
| Attacq Limited | ATT | 11/14/2024 | Annual General Meeting |
| Sasol Limited | SOL | 11/15/2024 | Annual General Meeting |
| Pan African Resources Plc | PAN | 11/21/2024 | Annual General Meeting |
| Wilson Bayly Holmes-Ovcon Limited | WBO | 11/21/2024 | Annual General Meeting |
| Discovery Limited | DSY | 11/21/2024 | Annual General Meeting |
| Moment Metro Holdings Limited | MNP | 11/21/2024 | Annual General Meeting |
| Woolworths Holdings Limited | WHL | 11/25/2024 | Annual General Meeting |
| Growthpoint Properties Limited | GRT | 11/26/2024 | Annual General Meeting |
| Outsurance Group Limited | OUT | 11/26/2024 | Annual General Meeting |
| Drdgold Limited | DRD | 11/27/2024 | Annual General Meeting |
| Remgro Limited | REM | 11/28/2024 | Annual General Meeting |
| Super Group Limited | SPG | 11/29/2024 | Annual General Meeting |
| Firstrand Limited | FRS | 11/29/2024 | Annual General Meeting |
| Kap Limited | KAP | 11/29/2024 | Annual General Meeting |
| The Bidvest Group Limited | BVT | 11/29/2024 | Annual General Meeting |
| Fortress Income Fund Limited | FPT | 12/3/2024 | Annual General Meeting |
| Aspen Pharmacare Holdings Limited | APN | 12/5/2024 | Annual General Meeting |
| Mas Plc | MSP | 12/6/2024 | Annual General Meeting |
| Q3 2024 | Truffle Asset Management |
|---|---|
| No of resolutions | 421 |
| No of resolutions voted for | 341 |
| No of resolutions voted against | 79 |
| No of abstentions | 1 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Moment Metro Hldngs Ltd | MNP | 7/1/2024 | Consent Meeting |
| Ninety One Plc | N91 | 7/25/2024 | Annual General Meeting |
| Ninety One Limited | NY1 | 7/25/2024 | Annual General Meeting |
| Raubex Group Limited | RBX | 7/26/2024 | Annual General Meeting |
| Spear Reit Limited | BNLPYF7 | 7/31/2024 | Annual General Meeting |
| Afrimat Limited | AFT | 8/6/2024 | Annual General Meeting |
| Investec Bank Ltd | INL | 8/8/2024 | Annual General Meeting |
| Investec Plc | INP | 8/8/2024 | Annual General Meeting |
| Naspers Ltd -N- | NPN | 8/22/2024 | Annual General Meeting |
| Reinet Investments S.C.A | RNI | 8/27/2024 | Annual General Meeting |
| Pick N Pay Stores Ltd | B3Q9777 | 8/27/2024 | Annual General Meeting |
| Multichoice Group Ltd | MUR | 8/28/2024 | Annual General Meeting |
| Mr Price Group Limited | MRP | 8/29/2024 | Annual General Meeting |
| Hci Ltd | BJBLRK3 | 8/29/2024 | Annual General Meeting |
| Tsogo Sun Limited | TSG | 9/2/2024 | Annual General Meeting |
| Vukile Property Fund Ltd | VXN331 | 9/2/2024 | Annual General Meeting |
| Premier Group Limited | PMR | 9/4/2024 | Annual General Meeting |
| Stor-Age Prop Reit Ltd | SSS | 9/5/2024 | Annual General Meeting |
| The Foschini Group Ltd | TGA | 9/5/2024 | Annual General Meeting |
| Omnia Holdings Limited | OMN | 9/11/2024 | Annual General Meeting |
| Q2 2024 | Truffle Asset Management |
|---|---|
| No of resolutions | 465 |
| No of resolutions voted for | 413 |
| No of resolutions voted against | 52 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| British American Tobacco Plc | BTI | 4/24/2024 | Annual General Meeting |
| Anheuser-Busch Inbev SA/NV | ANH | 4/24/2024 | Annual General Meeting |
| Anglo American Plc | AGL | 4/30/2024 | Annual General Meeting |
| Metair Investments Limited | MTA | 5/7/2024 | Annual General Meeting |
| Anglo American Platinum Limited | AMS | 5/9/2024 | Annual General Meeting |
| Nepi Rockcastle Nv | NRP | 5/14/2024 | Annual General Meeting |
| Shaftesbury Capital Plc | SHC | 5/23/2024 | Annual General Meeting |
| Quilter Plc | QLT | 5/23/2024 | Annual General Meeting |
| Grindrod Limited | GND | 5/23/2024 | Annual General Meeting |
| Mtn Group Limited | MTN | 5/24/2024 | Annual General Meeting |
| Anglogold Ashanti Plc | ANH | 5/28/2024 | Annual General Meeting |
| A E C I Limited | AFE | 5/28/2024 | Annual General Meeting |
| Glencore Plc | GLN | 5/29/2024 | Annual General Meeting |
| Gold Fields Limited | GFI | 5/30/2024 | Annual General Meeting |
| Old Mutual Limited | OMU | 5/31/2024 | Annual General Meeting |
| Nedbank Group Limited | NED | 5/31/2024 | Annual General Meeting |
| Capitec Bank Holdings Limited | CPI | 5/31/2024 | Annual General Meeting |
| Absa Group Limited | ABG | 6/4/2024 | Annual General Meeting |
| Thungela Resources Propriety Limited | TBS | 6/4/2024 | Annual General Meeting |
| Sanlam Limited | SLM | 6/5/2024 | Annual General Meeting |
| SA Corp Real Estate Limited | SAC | 6/6/2024 | Annual General Meeting |
| Standard Bank Group Limited | SBK | 6/10/2024 | Annual General Meeting |
| Pan African Resources Plc | PAN | 6/10/2024 | Ordinary General Meeting |
| Pick N Pay Stores Limited | PIK | 6/26/2024 | Ordinary General Meeting |
| Sirius Real Estate Limited | SRE | 6/28/2024 | Annual General Meeting |
| Q1 2024 | Truffle Asset Management |
|---|---|
| No of resolutions | 246 |
| No of resolutions voted for | 212 |
| No of resolutions voted against | 34 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Astral Foods Limited | ARL | 2024/02/01 | Annual General Meeting |
| Coronation Fund Manager Limited | CML | 2024/02/20 | Annual General Meeting |
| Dipula Income Fund Limited | DIB | 2024/02/21 | Annual General Meeting |
| Fortress Income Fund Ltd | FFA | 2024/01/19 | Ordinary General Meeting |
| Harmony Gold Mining Company Limited | HAR | 2024/01/31 | Extraordinary or Special General Meeting |
| Life Healthcare Group Holdings Limited | LHC | 2024/02/22 | Annual General Meeting |
| Netcare Limited | NTC | 2024/02/02 | Annual General Meeting |
| Oceana Group Limited | OCE | 2024/02/06 | Annual General Meeting |
| Pepkor Holdings Limited | PPH | 2024/03/07 | Annual General Meeting |
| Redefine Properties Limited | RDF | 2024/02/19 | Annual General Meeting |
| Sappi Limited | SAP | 2024/02/07 | Annual General Meeting |
| Sasol Limited | SOL | 2024/01/19 | Annual General Meeting |
| The Spar Group Limited | SPP | 2024/02/21 | Annual General Meeting |
| Tiger Brands Limited | TBS | 2024/02/22 | Annual General Meeting |
| Q4 2023 | Truffle Asset Management |
|---|---|
| No of resolutions | 519 |
| No of resolutions voted for | 443 |
| No of resolutions voted against | 75 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| South 32 Limited | S32 | 2023/10/26 | Annual General Meeting |
| Northam Platinum Holdings Limited | NHM | 2023/10/30 | Annual General Meeting |
| Impala Platinum Holdngs Limited | IMP | 2023/10/30 | Annual General Meeting |
| Motus Holding Limited | MTH | 2023/11/08 | Annual General Meeting |
| Avi Limited | AVI | 2023/11/08 | Annual General Meeting |
| Italtile Limited | ITE | 2023/11/09 | Annual General Meeting |
| Shoprite Holdings Limited | SHP | 2023/11/13 | Annual General Meeting |
| Attacq Limited | ATT | 2023/11/16 | Annual General Meeting |
| Sasol Limited | SOL | 2023/11/17 | Ordinary General Meeting |
| Kap Limited | KAP | 2023/11/21 | Annual General Meeting |
| Woolworths Holdngs Limited | WHL | 2023/11/22 | Annual General Meeting |
| Bid Corporation Limited | BID | 2023/11/22 | Annual General Meeting |
| Moment Metro Holdngs Limited | MNP | 2023/11/23 | Annual General Meeting |
| Wilson Bayly Holmes Limited | WBO | 2023/11/23 | Annual General Meeting |
| Pan African Resources Pl | PAN | 2023/11/23 | Annual General Meeting |
| Growthpoint Properties Limited | GRT | 2023/11/28 | Annual General Meeting |
| The Bidvest Group Limited | BVT | 2023/11/28 | Annual General Meeting |
| Super Group Limited | SPG | 2023/11/28 | Annual General Meeting |
| Firstrand Limited | FRS | 2023/11/30 | Annual General Meeting |
| Fortress Income Fund Limited | FPT | 2023/12/01 | Annual General Meeting |
| Harmony Gold Mining Company Limited | HAR | 2023/12/04 | Annual General Meeting |
| Remgro Limited | REM | 2023/12/04 | Annual General Meeting |
| Rmb Holdings Limited | RMH | 2023/12/05 | Annual General Meeting |
| Aspen Pharmacare Holdngs Limited | APN | 2023/12/07 | Annual General Meeting |
| Mas Plc | MSP | 2023/12/07 | Annual General Meeting |
| African Rainbow Minerals Limited | ARI | 2023/12/08 | Annual General Meeting |
| Life Healthcare Group Holdings Limited | LTE | 2023/12/08 | Ordinary General Meeting |
| Q3 2023 | Truffle Asset Management |
|---|---|
| No of resolutions | 439 |
| No of resolutions voted for | 367 |
| No of resolutions voted against | 72 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Anglogold Ashanti Limited | ANG | 2023/07/05 | Ordinary General Meeting |
| Sirius Real Estate Limited | SRE | 2023/07/10 | Annual General Meeting |
| PSG Konsult Limited | KST | 2023/07/13 | Annual General Meeting |
| Pick N Pay Stores Limited | PIK | 2023/07/19 | Annual General Meeting |
| Growthpoint Properties Limited | GRT | 2023/07/19 | Ordinary General Meeting |
| Ninety One Plc | N91 | 2023/07/26 | Annual General Meeting |
| Ninety One Limited | NY1 | 2023/07/26 | Annual General Meeting |
| Raubex Group Limited | RBX | 2023/07/28 | Annual General Meeting |
| Afrimat Limited | AFT | 2023/08/02 | Annual General Meeting |
| Investec Plc | INP | 2023/08/03 | Annual General Meeting |
| Investec Bank Limited | INL | 2023/08/03 | Annual General Meeting |
| Tsogo Sun Limited | TSG | 2023/08/16 | Ordinary General Meeting |
| Anglogold Ashanti Limited | ANG | 2023/08/18 | Ordinary General Meeting |
| Prosus Nv | PRX | 2023/08/23 | Annual General Meeting |
| Naspers Limited | NPN | 2023/08/24 | Annual General Meeting |
| Tsogo Sun Limited | TSG | 2023/08/29 | Annual General Meeting |
| Mr Price Group Limited | MRP | 2023/08/30 | Annual General Meeting |
| Stor-Age Prop Reit Limited | SSS | 2023/08/31 | Annual General Meeting |
| Hosken Cons Investments Limited | HCI | 2023/09/01 | Annual General Meeting |
| Vukile Property Fund Limited | VKE | 2023/09/01 | Annual General Meeting |
| Compagnie Fin Richemont | CFR | 2023/09/06 | Annual General Meeting |
| Attacq Limited | ATT | 2023/09/18 | Ordinary General Meeting |
| Q2 2023 | Truffle Asset Management |
|---|---|
| No of resolutions | 393 |
| No of resolutions voted for | 348 |
| No of resolutions voted against | 45 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Compagnie Fin Richemont | CFR | 2023/04/04 | Extraordinary or Special General Meeting |
| British American Tobacco | BTI | 2023/04/19 | Annual General Meeting |
| Anglo American Plc | AGL | 2023/04/26 | Annual General Meeting |
| Anheuser-Busch Inbev Sa/N.V. | ANH | 2023/04/26 | Annual General Meeting |
| Mondi Plc | MNP | 2023/05/04 | Annual General Meeting |
| Anglogold Ashanti Limited | ANG | 2023/05/15 | Annual General Meeting |
| Quilter Plc | QLT | 2023/05/18 | Annual General Meeting |
| Exxaro Resources Limited | EXX | 2023/05/18 | Annual General Meeting |
| Astoria Investments Ltd | ARA | 2023/05/24 | Annual General Meeting |
| Grindrod Limited | GND | 2023/05/25 | Annual General Meeting |
| Glencore Plc | GLN | 2023/05/26 | Annual General Meeting |
| AECI Limited | AFE | 2023/05/30 | Annual General Meeting |
| Tsogo Sun Gaming Limited | TSG | 2023/05/31 | Annual General Meeting |
| Nedbank Group Limited | NED | 2023/06/02 | Annual General Meeting |
| Absa Group Limited | ABG | 2023/06/02 | Annual General Meeting |
| SA Corp Real Estate Fund | SAC | 2023/06/05 | Annual General Meeting |
| Wilson Bayly Holmes-Ovcon Limited | WBO | 2023/06/06 | Ordinary General Meeting |
| Sanlam Limited | SLM | 2023/06/07 | Annual General Meeting |
| Standard Bank Group Ltd | SBK | 2023/06/12 | Annual General Meeting |
| Nepi Rockcastle Nv | NRP | 2023/06/14 | Annual General Meeting |
| Bid Corporation Limited | BID | 2023/06/29 | Ordinary General Meeting |
| Q1 2023 | Truffle Asset Management |
|---|---|
| No of resolutions | 142 |
| No of resolutions voted for | 121 |
| No of resolutions voted against | 21 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Astral Foods Limited | ARL | 2023/02/02 | Annual General Meeting |
| Schroder European Real Estate (Scp) | SCD | 2023/02/02 | Annual General Meeting |
| Netcare Limited | NTC | 2023/02/03 | Annual General Meeting |
| Sappi Limited | SAP | 2023/02/08 | Annual General Meeting |
| Dipula Income Fund Ltd | DCP | 2023/02/22 | Annual General Meeting |
| Redefine Properties Limited | RDF | 2023/02/23 | Annual General Meeting |
| Pepkor Holdings Limited | PPH | 2023/02/28 | Annual General Meeting |
| Q4 2022 | Truffle Asset Management |
|---|---|
| No of resolutions | 223 |
| No of resolutions voted for | 182 |
| No of resolutions voted against | 41 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Date | Meeting Type |
|---|---|---|---|
| Dipula Income Fund Limited | DIB | 05/10/2022 | Annual General Meeting |
| Impala Platinum Holdings Limited | IMP | 10/10/2022 | Annual General Meeting |
| Northam Platinum Holdings Limited | NPH | 25/10/2022 | Annual General Meeting |
| South32 Limited | S32 | 27/10/2022 | Annual General Meeting |
| Motus Holding Limited | MTH | 2022/11/02 | Annual General Meeting |
| Italtile Limited | ITE | 2022/11/11 | Annual General Meeting |
| Attacq Limited | ATT | 2022/11/17 | Annual General Meeting |
| Harmony G M Co Ltd Ord | HAR | 2022/11/29 | Annual General Meeting |
| Growthpoint Prop Ltd | UGRT | 2022/11/29 | Annual General Meeting |
| Super Group Limited | SPG | 2022/11/29 | Annual General Meeting |
| Remgro Limited | REM | 2022/11/30 | Annual General Meeting |
| Sasol Limited | SOL | 2022/12/02 | Annual General Meeting |
| Mas Plc | MSP | 2022/12/05 | Annual General Meeting |
| Q3 2022 | Truffle Asset Management |
|---|---|
| No of resolutions | 438 |
| No of resolutions voted for | 378 |
| No of resolutions voted against | 59 |
| No of abstentions | 0 |
| No of Non-Voting | 1 |
| Company Name | Share Code | Meeting Type | Meeting Date |
|---|---|---|---|
| Sirius Real Estate Limited | SRE | Annual General Meeting | 06/07/2022 |
| Ninety One Limited | NY1 | Annual General Meeting | 26/07/2022 |
| Hyprop Investments Limited | HYP | Annual General Meeting | 20/07/2022 |
| Ninety One plc | N91 | Annual General Meeting | 26/07/2022 |
| Pick n Pay Stores Limited | PIK | Annual General Meeting | 26/07/2022 |
| Mediclinic International Plc | MEI | Annual General Meeting | 28/07/2022 |
| Afrimat Limited | AFT | Annual General Meeting | 03/08/2022 |
| Investec Limited | INL | Annual General Meeting | 04/08/2022 |
| Old Mutual Limited | OMU | Annual General Meeting | 12/08/2022 |
| Equities Property Fund Limited | EQU | Annual General Meeting | 16/08/2022 |
| RMB Holdings Limited | RMH | Annual General Meeting | 23/08/2022 |
| Grindrod Limited | GND | Annual General Meeting | 23/08/2022 |
| Prosus N.V. | PRX | Annual General Meeting | 24/08/2022 |
| Mr Price Group Limited | MRP | Annual General Meeting | 24/08/2022 |
| Naspers Limited | NPN | Annual General Meeting | 25/08/2022 |
| Firstrand Limited | FSR | Annual General Meeting | 25/08/2022 |
| Reinet Investments S.C.A. | RNI | Annual General Meeting | 30/08/2022 |
| Vukile Property Fund Limited | VKE | Annual General Meeting | 01/09/2022 |
| Compagnie Financiere Richemont SA | CFR | Annual General Meeting | 07/09/2022 |
| The Foschini Group Limited | TFG | Annual General Meeting | 08/09/2022 |
| Industrials REIT | MLI | Annual General Meeting | 13/09/2022 |
| RMB Holdings Limited | RMH | Annual General Meeting | 20/09/2022 |
| Q2 2022 | Truffle Asset Management |
|---|---|
| No of resolutions | 486 |
| No of resolutions voted for | 449 |
| No of resolutions voted against | 37 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Type | Meeting Date |
|---|---|---|---|
| Dipula Income Fund Limited | DIA/DIB | Annual General Meeting | 07/04/2022 |
| Anglo American plc | AGL | Annual General Meeting | 19/04/2022 |
| Anheuser-Busch InBev | ANH | Special Meeting | 27/04/2022 |
| British American Tobacco PLC | BTI | Annual General Meeting | 28/04/2022 |
| Investec Limited | INL | Special Meeting | 28/04/2022 |
| NEPI Rockcastle plc | NRP | Special Meeting | 28/04/2022 |
| Glencore | GLN | Annual General Meeting | 28/04/2022 |
| Metair Investments Limited | MTA | Annual General Meeting | 05/05/2022 |
| NEPI Rockcastle plc | NRP | Annual General Meeting | 10/05/2022 |
| Quilter PLC | QLT | Annual General Meeting | 12/05/2022 |
| AngloGold Ashanti Limited | ANG | Annual General Meeting | 16/05/2022 |
| Sibanye Stillwater Limited | SSW | Annual General Meeting | 24/05/2022 |
| Thungela Resources Limited (Thungela) | TGA | Annual General Meeting | 24/05/2022 |
| EXXARO RESOURCES LIMITED | EXX | Annual General Meeting | 25/05/2022 |
| MTN GROUP LIMITED | MTN | Annual General Meeting | 25/05/2022 |
| Nedbank Group Limited | NED | Annual General Meeting | 27/05/2022 |
| Old Mutual Limited | OMU | Annual General Meeting | 27/05/2022 |
| Standard Bank Group Limited | SBK | Annual General Meeting | 31/05/2022 |
| Kumba Iron Ore Limited | KIO | Annual General Meeting | 31/05/2022 |
| Gold Fields Limited | GFI | Annual General Meeting | 01/06/2022 |
| Grindrod Limited | GND | Annual General Meeting | 03/06/2022 |
| Absa Group Limited | ABG | Annual General Meeting | 03/06/2022 |
| SA Corporate Real Estate Limited | SAC | Annual General Meeting | 06/06/2022 |
| Irongate Group | IAP | Annual General Meeting | 29/06/2022 |
| MAS P.L.C. | MSP | Annual General Meeting | 30/06/2022 |
| Nepi Rockcastle SA | NRP | Annual General Meeting | 30/06/2022 |
| Q1 2022 | Truffle Asset Management |
|---|---|
| No of resolutions | 163 |
| No of resolutions voted for | 156 |
| No of resolutions voted against | 7 |
| No of abstentions | 0 |
| No of Non-Voting | 0 |
| Company Name | Share Code | Meeting Type | Meeting Date |
|---|---|---|---|
| BHP Group Ltd | BHP | Annual General Meeting | 20/01/2022 |
| Redefine Properties Limited | RDF | Special Meeting | 20/01/2022 |
| Vukile Property Fund Limited | VKE | Annual General Meeting | 31/01/2022 |
| Astral Foods Limited | ARL | Annual General Meeting | 03/02/2022 |
| Netcare Limited | NTC | Annual General Meeting | 04/02/2022 |
| Industrials REIT Ltd | MLI | Annual General Meeting | 09/02/2022 |
| Sappi Limited | SAP | Annual General Meeting | 09/02/2022 |
| Barloworld Limited | BAW | Annual General Meeting | 10/02/2022 |
| Reunert Limited | RLO | Annual General Meeting | 15/02/2022 |
| Redefine Properties Limited | RDF | Annual General Meeting | 17/02/2022 |
| Dipula Income Fund Limited | DIA | Annual General Meeting | 21/02/2022 |
| Schroder European Real Estate (SCP) | SCD | Annual General Meeting | 08/03/2022 |
| Hyprop Investments Limited | HYP | Special Meeting | 25/03/2022 |
| Q4 2021 | Truffle Asset Management |
|---|---|
| No of resolutions | 447 |
| No of resolutions voted for | 386 |
| No of resolutions voted against | 59 |
| No of abstentions | 0 |
| No of Non-Voting | 2 |
| Company Name | Share Code | Meeting Type | Meeting Date |
|---|---|---|---|
| Impala Platinum Holdings Limited | IMP | Annual General Meeting | 13/10/2021 |
| Liberty Holdings Limited | LBH | Annual General Meeting | 13/10/2021 |
| Northam Platinum Holdings Limited | NPH | Annual General Meeting | 29/10/2021 |
| Truworths International Limited | TRW | Annual General Meeting | 04/11/2021 |
| Italtile Limited | ITE | Annual General Meeting | 12/11/2021 |
| Growthpoint Properties Limited | GRT | Annual General Meeting | 16/11/2021 |
| Attacq Limited | ATT | Annual General Meeting | 18/11/2021 |
| KAP Industrials Holdings Limited | KAP | Annual General Meeting | 18/11/2021 |
| Sasol Limited | SOL | Annual General Meeting | 19/11/2021 |
| Woolworths Holdings Limited | WHL | Annual General Meeting | 24/11/2021 |
| Rand Merchant Investment Holdings Limited | RMI | Annual General Meeting | 24/11/2021 |
| Wilson Bayley Holmes - Ovcon Limited | WBO | Annual General Meeting | 24/11/2021 |
| Momentum Metropolitan Holdings Limited | MTM | Annual General Meeting | 25/11/2021 |
| Bid Corporation Limited | BID | Annual General Meeting | 25/11/2021 |
| Remgro Limited | REM | Annual General Meeting | 25/11/2021 |
| Hyprop Investments Limited | HYP | Annual General Meeting | 26/11/2021 |
| Cashbuild Limited | CSB | Annual General Meeting | 29/11/2021 |
| Fortress REIT Limited | FFA | Annual General Meeting | 30/11/2021 |
| FirstRand Limited | FSR | Annual General Meeting | 01/12/2021 |
| African Rainbow Minerals Limited | ARI | Annual General Meeting | 02/12/2021 |
| Aspen Pharmacare Holdings Limited | APN | Annual General Meeting | 09/12/2021 |
| Q3 2021 | Truffle Asset Management |
|---|---|
| No of resolutions | 320 |
| No of resolutions voted for | 260 |
| No of resolutions voted against | 55 |
| No of abstentions | 0 |
| No of Non-Voting | 5 |
| Company Name | Share Code | Meeting Type | Meeting Date |
|---|---|---|---|
| Prosus N.V | PRX | Annual General Meeting | 09/07/2021 |
| Imperial Logistics Limited | IPL | Annual General Meeting | 26/07/2021 |
| Equites Property Fund | EQU | Annual General Meeting | 27/07/2021 |
| Raubex Group Limited | RBX | Annual General Meeting | 30/07/2021 |
| Sirius Real Estate Limited | SRE | Annual General Meeting | 30/07/2021 |
| Afrimat Limited | AFT | Annual General Meeting | 04/08/2021 |
| Fortress REIT Limited | FFA/FFB | Annual General Meeting | 04/08/2021 |
| Investec Limited | INL | Annual General Meeting | 05/08/2021 |
| Nepi Rockcastle | NRP | Annual General Meeting | 18/08/2021 |
| Prosus N.V | PRX | Annual General Meeting | 24/08/2021 |
| Naspers Limited | NPN | Annual General Meeting | 25/08/2021 |
| Telkom SA SOC LTD | TKG | Annual General Meeting | 25/08/2021 |
| Reinet Investments S.C.A. | RNI | Annual General Meeting | 30/08/2021 |
| Vukile Property Fund Limited | VKE | Annual General Meeting | 31/08/2021 |
| Irongate Group | IAP | Annual General Meeting | 31/08/2021 |
| Stor-Age Property REIT Limited | SSS | Annual General Meeting | 09/09/2021 |
| Stenprop Limited | STP | Annual General Meeting | 10/09/2021 |
| RMB Holdings | RMH | Annual General Meeting | 15/09/2021 |
| Q2 2021 | Truffle Asset Management |
|---|---|
| No of resolutions | 417 |
| No of resolutions voted for | 359 |
| No of resolutions voted against | 52 |
| No of abstentions | 0 |
| No of Non-Voting | 6 |
| Company Name | Share Code | Meeting Type | Meeting Date |
|---|---|---|---|
| Anheuser-Busch InBev | ANH | Annual General Meeting | 28/04/2021 |
| British American Tobacco | BTI | Annual General Meeting | 28/04/2021 |
| Glencore Plc | GLN | Annual General Meeting | 29/04/2021 |
| AngloGold Ashanti | ANG | Annual General Meeting | 04/05/2021 |
| Anglo American plc | AGL | Annual General Meeting | 05/05/2021 |
| Metair Investments Limited | MTA | Annual General Meeting | 05/05/2021 |
| Gold Fields Limited | GFI | Annual General Meeting | 06/05/2021 |
| Capital and Counties Properties PLC | CCO | Annual General Meeting | 11/05/2021 |
| AECI | AFE | Annual General Meeting | 11/05/2021 |
| Liberty Holdings Limited | LBH | Annual General Meeting | 13/05/2021 |
| Astoria Investments | ARA | Annual General Meeting | 19/05/2021 |
| Old Mutual Limited | OMU | Annual General Meeting | 21/05/2021 |
| Sibanye-Stillwater | SSW | Annual General Meeting | 25/05/2021 |
| Grindrod Limited | GND | Annual General Meeting | 26/05/2021 |
| Standard Bank Group Limited | SBK | Annual General Meeting | 27/05/2021 |
| Exxaro Resources Limited | EXX | Annual General Meeting | 27/05/2021 |
| Capitec Bank Holdings Limited | CPI | Annual General Meeting | 28/05/2021 |
| MTN Group Limited | MTN | Annual General Meeting | 28/05/2021 |
| Absa Group Limited | ABG | Annual General Meeting | 03/06/2021 |
| Quilter Plc | QLT | Annual General Meeting | 17/06/2021 |
| Northam Platinum Limited | NHM | Annual General Meeting | 30/06/2021 |
| Q1 2021 | Truffle Asset Management |
|---|---|
| No of resolutions | 184 |
| No of resolutions voted for | 169 |
| No of resolutions voted against | 12 |
| No of abstentions | 0 |
| No of Non-Voting | 3 |
| Company Name | Share Code | Meeting Type | Meeting Date |
|---|---|---|---|
| Life Healthcare Group Holdings | LHC | Annual General Meeting | 27/01/2021 |
| RDI REIT PLC | RPL | Annual General Meeting | 28/01/2021 |
| Sappi Limited | SAP | Annual General Meeting | 02/02/2021 |
| Astral Foods Ltd | ARL | Annual General Meeting | 04/02/2021 |
| Netcare Ltd | NTC | Annual General Meeting | 04/02/2021 |
| Wilson Bayly Holmes-Ovcon Ltd | WBO | Annual General Meeting | 10/02/2021 |
| Dipula Income Fund Ltd | DIA | Annual General Meeting | 15/02/2021 |
| SPAR Group Ltd | SPP | Annual General Meeting | 04/02/2021 |
| Redefine Property Ltd | RDF | Annual General Meeting | 04/02/2021 |
| Pepkor Holdings Ltd | PPH | Annual General Meeting | 10/02/2021 |
© 2026 Truffle Asset Management (Pty) Ltd, registration number 2008/009740/07, is an authorised Category I and II financial services provider (FSP no: 36584) | Disclaimer | Policies & Codes | Legal Information | Compliance | iCanvas
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-election of directors: To re-elect Suresh Kana as a director of the company | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-election of directors: To re-elect Roger Dixon as a director of the company | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-election of directors: To re-elect Stephen Phiri as a director of the company | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Election of directors appointed since the previous AGM: To elect Deborah Gudgeon as a director of the company | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Election of directors appointed since the previous AGM: To elect Thoko Mokgosi-Mwantembe as a director of the company | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Appointment of members of the audit and risk committee: Election of Suresh Kana as a member of the committee | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Appointment of members of the audit and risk committee: Election of Thevendrie Brewer as a member of the committee | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Appointment of members of the audit and risk committee: Election of Deborah Gudgeon as a member of the committee | For | Pass | |
| Ordinary Resolution | 3.5 | Election of directors | Appointment of members of the audit and risk committee: Election of Fagmeedah Petersen-Cook as a member of the committee | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Appointment of members of the social, ethics and governance committee: Election of Roger Dixon as a member of the committee | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Appointment of members of the social, ethics and governance committee: Election of Dorian Emmett as a member of the committee | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Appointment of members of the social, ethics and governance committee: Election of Deborah Gudgeon as a member of the committee | For | Pass | |
| Ordinary Resolution | 4.5 | Election of directors | Appointment of members of the social, ethics and governance committee: Election of Suresh Kana as a member of the committee | For | Pass | |
| Ordinary Resolution | 4.6 | Election of directors | Appointment of members of the social, ethics and governance committee: Election of Thoko Mokgosi-Mwantembe as a member of the committee | For | Pass | |
| Ordinary Resolution | 4.7 | Election of directors | Appointment of members of the social, ethics and governance committee: Election of Stephen Phiri as a member of the committee | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Re-appointment of Auditor | For | Pass | |
| Ordinary Resolution | 6 | Issuance of shares | General authority to allot and issue authorised but unissued shares for cash | For | Pass | |
| Ordinary Resolution | 7 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Ordinary Resolution | 8 | Other | Authority to implement resolutions | For | Pass | |
| Other | 9.1 | Remuneration policy | Non-binding advisory vote: Remuneration policy | For | Pass | |
| Other | 9.2 | Remuneration policy | Non-binding advisory vote: Remuneration implementation report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Authority to provide financial assistance | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To present the Sanlam annual reporting suite, including the annual financial statements | For | Pass | |
| Ordinary Resolution | 2.1 | Appointment of auditors | To reappoint the joint external auditors for the 2026 financial year: To reappoint KPMG Inc. | For | Pass | |
| Ordinary Resolution | 2.2 | Appointment of auditors | To reappoint the joint external auditors for the 2026 financial year: To reappoint PricewaterhouseCoopers Inc. | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | To individually elect the following independent non-executive directors: Mr Alexander Maditsi | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | To individually elect the following independent non-executive directors: Ms Charlotte Mokoena | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | To individually re-elect the following non-executive directors who retire by rotation: Mr Elias Masilela | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | To individually re-elect the following non-executive directors who retire by rotation: Ms Mathukana Mokoka | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | To individually re-elect the following non-executive directors who retire by rotation: Mr Nicolaas Kruger | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | To individually elect the following independent non-executive directors as members of the social, ethics and sustainability committee: Ms Ndivhuwo Manyonga | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | To individually elect the following independent non-executive directors as members of the social, ethics and sustainability committee: Ms Mathukana Mokoka (subject to the passing of ordinary resolution 4.2) | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | To individually elect the following independent non-executive directors as members of the social, ethics and sustainability committee: Mr Kobus Moller | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | To individually elect the following independent non-executive directors as members of the social, ethics and sustainability committee: Mr Ebenezer Essoka | For | Pass | |
| Ordinary Resolution | 5.5 | Election of directors | To individually elect the following independent non-executive directors as members of the social, ethics and sustainability committee: Ms Charlotte Mokoena (subject to the passing of ordinary resolution 3.2) | For | Pass | |
| Ordinary Resolution | 6.1 | Election of directors | individually elect the following independent non-executive directors as members of the Sanlam audit committee: Mr Nicolaas Kruger | For | Pass | |
| Ordinary Resolution | 6.2 | Election of directors | individually elect the following independent non-executive directors as members of the Sanlam audit committee: Ms Mathukana Mokoka (subject to the passing of ordinary resolution 4.2) | For | Pass | |
| Ordinary Resolution | 6.3 | Election of directors | individually elect the following independent non-executive directors as members of the Sanlam audit committee: Mr Kobus Moller | For | Pass | |
| Ordinary Resolution | 6.4 | Election of directors | individually elect the following independent non-executive directors as members of the Sanlam audit committee: Ms Ndivhuwo Manyonga | For | Pass | |
| Ordinary Resolution | 6.5 | Election of directors | individually elect the following independent non-executive directors as members of the Sanlam audit committee: Mr Willem van Biljon | For | Pass | |
| Ordinary Resolution | 7.1 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration Policy | Against | Poor disclosure in targets and in the CEO outperformance | Pass |
| Ordinary Resolution | 7.2 | Remuneration policy | Non-binding advisory vote on the companys remuneration implementation report | For | Pass | |
| Ordinary Resolution | 8 | Shares under director control | To place unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | To approve the general authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 10 | Directors remuneration | To note the total amount of non-executive directors and executive directors remuneration for the financial year ended 31 December 2025 | For | Pass | |
| Ordinary Resolution | 11 | Other | To authorise any director of the company and, where applicable, the Company Secretary to implement the aforesaid ordinary and undermentioned special resolutions | For | Pass | |
| Special Resolution | 1 | Directors remuneration | To approve the remuneration of the non-executive directors of the Company for their services as directors for the period 1 July 2026 to 30 June 2027 | For | Pass | |
| Special Resolution | 2 | Other | To approve the proposed amendment to the memorandum of incorporation | For | Pass | |
| Special Resolution | 3 | Share buy backs | To give authority to the company or a subsidiary of the company to acquire the companys securities | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | To re-elect/elect directors: Heather Berrange | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | To re-elect/elect directors: Paul Cook | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | To re-elect/elect directors: Ben Kruger | For | Pass | |
| Ordinary Resolution | 1.4 | Election of directors | To re-elect/elect directors: Nonkululeko Nyembezi | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | To re-elect/elect the group audit committee members: Heather Berrange | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | To re-elect/elect the group audit committee members: Sola David-Borha | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | To re-elect/elect the group audit committee members: Rose Ogega | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | To re-elect/elect the group social, ethics and sustainability committee members: Sola David-Borha | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | To re-elect/elect the group social, ethics and sustainability committee members: Paul Cook | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | To re-elect/elect the group social, ethics and sustainability committee members: David Hodnett | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | To re-elect/elect the group social, ethics and sustainability committee members: Nonkululeko Nyembezi | For | Pass | |
| Ordinary Resolution | 3.5 | Election of directors | To re-elect/elect the group social, ethics and sustainability committee members: Rose Ogega | For | Pass | |
| Ordinary Resolution | 3.6 | Election of directors | To re-elect/elect the group social, ethics and sustainability committee members: Sim Tshabalala | For | Pass | |
| Ordinary Resolution | 4.1 | Appointment of auditors | Appointment and re-appointment of auditors: Deloitte | For | Pass | |
| Ordinary Resolution | 4.2 | Appointment of auditors | Appointment and re-appointment of auditors: Ernst and Young Incorporated | For | Pass | |
| Ordinary Resolution | 5 | Shares under director control | Place authorised but unissued non-redeemable preference shares under control of directors | For | Pass | |
| Ordinary Resolution | 6 | Shares under director control | Place authorised but unissued ordinary shares under control of directors | For | Pass | |
| Ordinary Resolution | 7 | Issuance of shares | General authority to issue authorised but unissued ordinary shares for cash | For | Pass | |
| Other | 8.1 | Remuneration policy | Non-binding advisory vote on remuneration policy and remuneration implementation report: Support the groups remuneration policy | Against | Poor disclosure | Pass |
| Other | 8.2 | Remuneration policy | Non-binding advisory vote on remuneration policy and remuneration implementation report: Endorse the groups remuneration implementation report | Against | Poor disclosure | Pass |
| Special Resolution | 9.1 | Directors remuneration | Directors fees: Chairman | For | Pass | |
| Special Resolution | 9.2 | Directors remuneration | Directors fees: Lead independent director | For | Pass | |
| Special Resolution | 9.3 | Directors remuneration | Directors fees: Directors | For | Pass | |
| Special Resolution | 9.4 | Directors remuneration | Directors fees: International directors | For | Pass | |
| Special Resolution | 9.5.1 | Directors remuneration | Directors fees: Audit committee: Chairman | For | Pass | |
| Special Resolution | 9.5.2 | Directors remuneration | Directors fees: Audit committee: Members | For | Pass | |
| Special Resolution | 9.6.1 | Directors remuneration | Directors fees: Directors affairs committee: Members | For | Pass | |
| Special Resolution | 9.7.1 | Directors remuneration | Directors fees: Remuneration committee: Chairman | For | Pass | |
| Special Resolution | 9.7.2 | Directors remuneration | Directors fees: Remuneration committee: Members | For | Pass | |
| Special Resolution | 9.8.1 | Directors remuneration | Directors fees: Risk and capital management committee: Chairman | For | Pass | |
| Special Resolution | 9.8.2 | Directors remuneration | Directors fees: Risk and capital management committee: Members | For | Pass | |
| Special Resolution | 9.9.1 | Directors remuneration | Directors fees: Social, ethics and sustainability committee: Chairman | For | Pass | |
| Special Resolution | 9.9.2 | Directors remuneration | Directors fees: Social, ethics and sustainability committee: Members | For | Pass | |
| Special Resolution | 9.10.1 | Directors remuneration | Directors fees: Information technology committee: Chairman | For | Pass | |
| Special Resolution | 9.10.2 | Directors remuneration | Directors fees: Information technology committee: Members | For | Pass | |
| Special Resolution | 9.11.1 | Directors remuneration | Directors fees: Model approval committee: Chairman | For | Pass | |
| Special Resolution | 9.11.2 | Directors remuneration | Directors fees: Model approval committee: Members | For | Pass | |
| Special Resolution | 9.12.1 | Directors remuneration | Directors fees: Large exposure credit committee: Chairman | For | Pass | |
| Special Resolution | 9.12.2 | Directors remuneration | Directors fees: Large exposure credit committee: Members | For | Pass | |
| Special Resolution | 9.13 | Directors remuneration | Directors fees: Ad hoc committee members | For | Pass | |
| Special Resolution | 10 | Share buy backs | General authority to acquire the companys ordinary shares | For | Pass | |
| Special Resolution | 11 | Share buy backs | General authority to acquire the companys non-redeemable preference shares | For | Pass | |
| Special Resolution | 12 | Loan/financial assistance | Approve: Loans or other financial assistance to related or inter-related companies | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Mr GJ Heron as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Ms JA Finn as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of Ms N Ford-Hoon(Fok) as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election of Ms SS Mafoyane as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of Ms JA Finn as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Appointment of independent external auditors | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of Ms SS Mafoyane as a member of the Social, Ethics and Environmental Committee | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of Adv OR Mosetlhi as a member of the Social, Ethics and Environmental Committee | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of Ms JA Finn as a member of the Social, Ethics and Environmental Committee | For | Pass | |
| Ordinary Resolution | 6 | Shares under director control | Placing the unissued ordinary shares under the control of the directors | Against | Require an understanding of what these shares would be used for; private placements, etc. | Pass |
| Ordinary Resolution | 7 | Issuance of shares | Specific authority to issue shares to afford shareholders distribution reinvestment alternatives | For | Pass | |
| Ordinary Resolution | 8 | Issuance of shares | General but restricted authority to issue shares for cash | Against | Current PNAV discount would make this dilutive to earnings | Pass |
| Ordinary Resolution | 9 | Share buy backs | General authority for a repurchase of shares issued by the company | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote: Endorsement of remuneration policy of the Company | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote: Endorsement of the implementation of the remuneration policy of the Company | For | Pass | |
| Ordinary Resolution | 12 | Other | Authorisation of directors and or the company secretary | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to related or inter-related parties | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial Assistance for the subscription and or purchase of securities in the Company or in related or inter-related companies | Against | Would rather assess on a case by case basis as opposed to a blanket consent | Pass |
| Special Resolution | 4 | Issuance of shares | Authority to issue shares to directors who elect to reinvest their distributions under the reinvestment option | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Appointment of Terence Nombembe as a director. | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Aappointment of Mary Bomela as a director. | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Re-election of Monica Muller as a director. | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of Thando Sishuba as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Barry van Wyk as a director. | Against | Prolonged tenure gives us concerns around independence | Pass |
| Ordinary Resolution | 4.1 | Election of directors | Election of Terence Nombembe as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of Mary Bomela as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Re-election of Stuart Bird as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Re-election of Des Gordon as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of Des Gordon as a member of the Social and Ethics Committee. | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of Johann Kriek as a member of the Social and Ethics Committee. | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of Thando Sishuba as a member of the Social and Ethics Committee. | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | Election of Barry van Wyk as a member of the Social and Ethics Committee. | Against | Negative vote in 3 above advises | Pass |
| Ordinary Resolution | 6 | Appointment of auditors | Appointment of the auditor. | For | Pass | |
| Ordinary Resolution | 7 | Issuance of shares | General authority to issue shares for cash. | Against | Would prefer to support on a case-by-case basis based on the need of the equity. | Pass |
| Ordinary Resolution | 8 | Share buy backs | Approval of the repurchase of shares. | For | Pass | |
| Ordinary Resolution | 9 | Other | Authority for directors or the Company Secretary to implement resolutions. | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration policy. | Against | Opposition is driven by concerns over weak remuneration governance, above-median pay benchmarking, heavy reliance on a single annual incentive structure that may encourage short-termism, and the use of subjective performance measures with significant management discretion. | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration implementation report. | Against | Reasons as above in OTH1 | Pass |
| Special Resolution | 1.1 | Directors remuneration | Authorising non-executive directors fees. | Against | Not in favour of the flat fee basis of remuneration - we prefer that fees be related at least in part to meeting attendance. | Pass |
| Special Resolution | 1.2 | Directors remuneration | Authorising non-executive directors fees for Special Committee meetings. | For | Pass | |
| Special Resolution | 2 | Issuance of shares | Approval to issue shares in terms of section 41(1) of the Companies Act. | Against | Potential conflict of interest in relation to related parties. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the 2025 Report and Accounts | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | To approve the Remuneration Report | For | Pass | |
| Ordinary Resolution | 3 | Dividend related | To declare a Final Dividend | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Neeta Atkar CBE as a Director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Chris Hill as a Director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Moira Kilcoyne as a Director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Steven Levin as a Director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Ruth Markland as a Director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Alison Morris as a Director | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Andrew Ross as a Director | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Chris Samuel as a Director | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Mark Satchel as a Director | For | Pass | |
| Ordinary Resolution | 13 | Appointment of auditors | To re-appoint PwC LLP as Auditor of the Company | For | Pass | |
| Ordinary Resolution | 14 | Auditor remuneration | To authorise the Board Audit Committee to determine the Auditors remuneration | For | Pass | |
| Ordinary Resolution | 15 | Political donations | To authorise political donations by the Company and its subsidiaries | For | Pass | |
| Special Resolution | 16 | Share buy backs | To authorise the Company to purchase its own shares | For | Pass | |
| Special Resolution | 17 | Share buy backs | To authorise the Company to enter into Contingent Purchase Contracts for the purchase of its own shares on the JSE | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the Annual Report for the year ended 31 December 2025 | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | To approve the directors remuneration report | Against | There is significant room for Remco discretion in the evaluation of personal performance. | Pass |
| Ordinary Resolution | 3 | Remuneration policy | To approve the Companys dividend policy | For | Pass | |
| Ordinary Resolution | 4 | Dividend related | To renew the Scrip Dividend Scheme | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | To re-appoint Deloitte LLP as auditor | For | Pass | |
| Ordinary Resolution | 6 | Auditor remuneration | To authorise determination of the auditors remuneration | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Harry Hyman as a Director | Against | Concerns around independence and potential overboardedness | Pass |
| Ordinary Resolution | 8 | Election of directors | To re-elect Mark Davies as a Director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Richard Howell as a Director | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Ian Krieger as a Director | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Ivonne Cantu as a Director | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To elect Jonathan Davies as a Director | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To re-elect Laure Duhot as a Director | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | To re-elect Dr Bandhana (Bina) Rawal as a Director | For | Pass | |
| Ordinary Resolution | 15 | Political donations | To authorise political donations | Against | Insufficient articulation of the necessity of donations or expenditure. | Pass |
| Ordinary Resolution | 16 | Remuneration policy | To authorise Directors fees | Against | We believe that a mix with directors remunerated on a board meeting attendance basis along with a fixed fee, strikes a balance between accounting for ongoing work and interaction by board members and encouraging attendance. | Pass |
| Ordinary Resolution | 17 | Issuance of shares | To authorise the Directors to allot shares | Against | Possible dilution of shareholder interests. | Pass |
| Special Resolution | 18 | Issuance of shares | To disapply pre-emption rights | Against | Against good corporate governance to disapply pre-emption rights, dilution risks | Pass |
| Special Resolution | 19 | Issuance of shares | To approve a further disapplication of pre-emption rights | Against | Against good corporate governance to disapply pre-emption rights, dilution risks | Pass |
| Special Resolution | 20 | Other | To approve the notice period for general meetings | For | Pass | |
| Special Resolution | 21 | Share buy backs | To authorise the Directors to make market purchases | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-election of directors: To re-elect James Mwangi as a director of the Company | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-election of directors: To re-elect Brian Armstrong as a director of the Company | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-election of directors: To re-elect Funke Ighodaro as a director of the Company | For | Pass | |
| Ordinary Resolution | 1.4 | Election of directors | Re-election of directors: To elect Jan-Hendrik Erasmus as a director of the Company | For | Pass | |
| Ordinary Resolution | 1.5 | Election of directors | Re-election of directors: To elect Roger Jardine as a director of the Company | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Election of Audit committee members: To elect Funke Ighodaro as a member of the Audit committee | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Election of Audit committee members: To elect Jaco Langner as a member of the Audit committee | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Election of Audit committee members: To elect John Lister as a member of the Audit committee | For | Pass | |
| Ordinary Resolution | 2.4 | Election of directors | Election of Audit committee members: To elect Busisiwe Silwanyana as a member of the Audit committee | For | Pass | |
| Ordinary Resolution | 2.5 | Election of directors | Election of Audit committee members: To elect Jan-Hendrik Erasmus as a member of the Audit committee | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of Responsible Business - incorporating Social and Ethics - committee members: To elect Brian Armstrong as a member of the Responsible Business committee | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election of Responsible Business - incorporating Social and Ethics - committee members: To elect Jaco Langner as a member of the Responsible Business committee | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of Responsible Business - incorporating Social and Ethics - committee members: To elect Sizeka Magwentshu-Rensburg as a member of the Responsible Business committee | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election of Responsible Business - incorporating Social and Ethics - committee members: To elect James Mwangi as a member of the Responsible Business committee | For | Pass | |
| Ordinary Resolution | 3.5 | Election of directors | Election of Responsible Business - incorporating Social and Ethics - committee members: To elect Jurie Strydom as a member of the Responsible Business committee | For | Pass | |
| Ordinary Resolution | 4.1 | Appointment of auditors | Re-appointment of Auditors: To re-appoint Deloitte and Touche as joint auditors until the conclusion of the next AGM of the Company | For | Pass | |
| Ordinary Resolution | 4.2 | Appointment of auditors | Re-appointment of Auditors: To re-appoint Ernst and Young Inc. as joint auditors until the conclusion of the next AGM of the Company | For | Pass | |
| Ordinary Resolution | 5.1 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration Policy | Against | Poor disclosure and CEO award based on TSR that is not under management control | Pass |
| Ordinary Resolution | 5.2 | Remuneration policy | Non-binding advisory vote on the companys remuneration implementation report | Against | Poor disclosure and CEO award based on TSR that is not under management control | Pass |
| Ordinary Resolution | 6 | Share buy backs | General authority to acquire Old Mutuals own ordinary shares | For | Pass | |
| Special Resolution | 1 | Directors remuneration | To approve the proposed remuneration payable to non-executive directors | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | To approve the provisions of financial assistance to subsidiaries and other related and inter-related entities and to directors, prescribed officers and other persons participating in share or other employee incentive schemes | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of 2025 accounts | For | Pass | |
| Ordinary Resolution | 2 | Other | Release from liability | Against | Not in shareholders best interests | Pass |
| Ordinary Resolution | 3 | Election of directors | Election of Zelda Roscherr | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Re-election of Jeanine Holscher | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Re-election of Andries de Lange | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Marius Barbu | For | Pass | |
| Ordinary Resolution | 6 | Directors remuneration | Authorising Directors to determine Non-Executive Directors remuneration | Against | We tend to prefer that fees are put to shareholders on a per-position basis rather than bundled into a single resolution. | Pass |
| Ordinary Resolution | 7 | Appointment of auditors | Re-appointment of Ernst and Young Accountants LLP as the Auditor | For | Pass | |
| Special Resolution | 8 | Issuance of shares | General authority to issue shares for cash | Against | Potential dilution effects - need to assess on a per scenario basis | Pass |
| Special Resolution | 9 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 10 | Other | Authority to cancel repurchased shares | For | Pass | |
| Special Resolution | 11 | Remuneration policy | Non-binding advisory vote: Approval of Remuneration Implementation Report | Against | Concerns around questionable committee independence, weak disclosure (consultants & benchmarking), and overly discretionary/limited incentive structures (binary STIP metrics, narrow LTIP measures). | Fail |
| Special Resolution | 12 | Remuneration policy | Binding advisory vote: Approval of Remuneration Policy | Against | Concerns around questionable committee independence, weak disclosure (consultants & benchmarking), and overly discretionary/limited incentive structures (binary STIP metrics, narrow LTIP measures). | Pass |
| Special Resolution | 13a | Other | Amendments to the Articles in order to facilitate settlement of H1 2026 distribution by capital repayment | For | Pass | |
| Special Resolution | 13b | Other | Amendments to the Articles in order to facilitate settlement of H2 2026 distribution by capital repayment | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-election of NP Gosa as a director | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-election of N Newton-King as a director | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-election of CWN Molope as a director | For | Pass | |
| Ordinary Resolution | 1.4 | Election of directors | Re-election of RT Mupita as a director | For | Pass | |
| Ordinary Resolution | 1.5 | Election of directors | Reelection of TL Pennington as a director | For | Pass | |
| Ordinary Resolution | 1.6 | Election of directors | Election of HL Bosman as a director | For | Pass | |
| Ordinary Resolution | 1.7 | Election of directors | Election of GJ Rasethaba as a director | For | Pass | |
| Ordinary Resolution | 1.8 | Election of directors | Election of IS Sehoole as a director | For | Pass | |
| Ordinary Resolution | 1.9 | Election of directors | Election of S Richard as a director | For | Pass | |
| Ordinary Resolution | 1.10 | Election of directors | Election of SK Yeboah-Amankwah as a director | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | To elect CWN Molope as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | To elect SAX Gwala as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | To elect SN Mabaso-Koyana as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 2.4 | Election of directors | To elect VM Rague as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 2.5 | Election of directors | To elect TL Pennington as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 2.6 | Election of directors | To elect IS Sehoole as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | To elect N Newton-King as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | To elect SLA Sanusi as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | To elect GJ Rasethaba as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | To elect KDK Mokhele as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Appointment of Ernst and Young Inc. as an auditor of the Company | For | Pass | |
| Ordinary Resolution | 5 | Issuance of shares | General authority for directors to allot and issue authorised but unissued ordinary shares | For | Pass | |
| Ordinary Resolution | 6 | Issuance of shares | General authority for directors to allot and issue ordinary shares for cash | For | Pass | |
| Ordinary Resolution | 7 | Remuneration policy | Non-binding advisory vote on the Companys remuneration implementation report | For | Pass | |
| Ordinary Resolution | 8 | Remuneration policy | Non-binding advisory vote on the Companys remuneration policy | For | Pass | |
| Special Resolution | 1 | Share buy backs | Repurchase of the Companys shares | For | Pass | |
| Special Resolution | 2.1 | Directors remuneration | To approve remuneration payable to MTN Group Board Local Chairman | For | Pass | |
| Special Resolution | 2.2 | Directors remuneration | To approve remuneration payable to MTN Group Board International Chairman | For | Pass | |
| Special Resolution | 2.3 | Directors remuneration | To approve remuneration payable to MTN Group Board Local member | For | Pass | |
| Special Resolution | 2.4 | Directors remuneration | To approve remuneration payable to MTN Group Board International member | For | Pass | |
| Special Resolution | 2.5 | Directors remuneration | To approve remuneration payable to MTN Group Board Local Lead Independent director | For | Pass | |
| Special Resolution | 2.6 | Directors remuneration | To approve remuneration payable to MTN Group Board International lead independent director | For | Pass | |
| Special Resolution | 2.7 | Directors remuneration | To approve remuneration payable to Human Capital and Remuneration Committee Local Chairman | For | Pass | |
| Special Resolution | 2.8 | Directors remuneration | To approve remuneration payable to Human Capital and Remuneration Committee International Chairman | For | Pass | |
| Special Resolution | 2.9 | Directors remuneration | To approve remuneration payable to Human Capital and Remuneration Committee Local member | For | Pass | |
| Special Resolution | 2.10 | Directors remuneration | To approve remuneration payable to Human Capital and Remuneration Committee International member | For | Pass | |
| Special Resolution | 2.11 | Directors remuneration | To approve remuneration payable to Social, Ethics and Sustainability Committee Local Chairman | For | Pass | |
| Special Resolution | 2.12 | Directors remuneration | To approve remuneration payable to Social, Ethics and Sustainability Committee International Chairman | For | Pass | |
| Special Resolution | 2.13 | Directors remuneration | To approve remuneration payable to Social, Ethics and Sustainability Committee Local member | For | Pass | |
| Special Resolution | 2.14 | Directors remuneration | To approve remuneration payable to Social, Ethics and Sustainability Committee International member | For | Pass | |
| Special Resolution | 2.15 | Directors remuneration | To approve remuneration payable to Audit Committee Local Chairman | For | Pass | |
| Special Resolution | 2.16 | Directors remuneration | To approve remuneration payable to Audit Committee International Chairman | For | Pass | |
| Special Resolution | 2.17 | Directors remuneration | To approve remuneration payable to Audit Committee Local member | For | Pass | |
| Special Resolution | 2.18 | Directors remuneration | To approve remuneration payable to Audit Committee International member | For | Pass | |
| Special Resolution | 2.19 | Directors remuneration | To approve remuneration payable to Risk Management and Compliance Committee Local Chairman | For | Pass | |
| Special Resolution | 2.20 | Directors remuneration | To approve remuneration payable to Risk Management and Compliance Committee International Chairman | For | Pass | |
| Special Resolution | 2.21 | Directors remuneration | To approve remuneration payable to Risk Management and Compliance Committee Local member | For | Pass | |
| Special Resolution | 2.22 | Directors remuneration | To approve remuneration payable to Risk Management and Compliance Committee International member | For | Pass | |
| Special Resolution | 2.23 | Directors remuneration | To approve remuneration payable to Group Finance and Investment Committee Local Chairman | For | Pass | |
| Special Resolution | 2.24 | Directors remuneration | To approve remuneration payable to Group Finance and Investment Committee International Chairman | For | Pass | |
| Special Resolution | 2.25 | Directors remuneration | To approve remuneration payable to Group Finance and Investment Committee Local member | For | Pass | |
| Special Resolution | 2.26 | Directors remuneration | To approve remuneration payable to Group Finance and Investment Committee International member | For | Pass | |
| Special Resolution | 2.27 | Directors remuneration | To approve remuneration payable to Ad Hoc Strategy Execution Committee Local Chairman | For | Pass | |
| Special Resolution | 2.28 | Directors remuneration | To approve remuneration payable to Ad Hoc Strategy Execution Committee International Chairman | For | Pass | |
| Special Resolution | 2.29 | Directors remuneration | To approve remuneration payable to Ad Hoc Strategy Execution Committee Local member | For | Pass | |
| Special Resolution | 2.30 | Directors remuneration | To approve remuneration payable to Ad Hoc Strategy Execution Committee International member | For | Pass | |
| Special Resolution | 2.31 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee Local Chairman | For | Pass | |
| Special Resolution | 2.32 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee International Chairman | For | Pass | |
| Special Resolution | 2.33 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee Local member | For | Pass | |
| Special Resolution | 2.34 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee International member | For | Pass | |
| Special Resolution | 2.35 | Directors remuneration | To approve remuneration payable to Digital and Technology Committee Local Chairman | For | Pass | |
| Special Resolution | 2.36 | Directors remuneration | To approve remuneration payable to Digital and Technology Committee International Chairman | For | Pass | |
| Special Resolution | 2.37 | Directors remuneration | To approve remuneration payable to Digital and Technology Committee Local member | For | Pass | |
| Special Resolution | 2.38 | Directors remuneration | To approve remuneration payable to Digital and Technology Committee International member | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | To approve the granting of financial assistance to subsidiaries and other related and interrelated entities | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | To approve the granting of financial assistance to directors and or prescribed officers and employee share scheme beneficiaries | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the report and accounts | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | To approve the remuneration policy | Against | No targets disclosed | Pass |
| Ordinary Resolution | 3 | Remuneration policy | To approve the remuneration report, other than the policy | For | Pass | |
| Ordinary Resolution | 4 | Dividend related | To declare a final dividend | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Svein Richard Brandtzaeg as a director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Sue Clark as a director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Sucheta Govil as a director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Anke Groth as a director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Andrew King as a director | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Saki Macozoma as a director | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Mike Powell as a director | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Dame Angela Strank as a director | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To re-elect Philip Yea as a director | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | To re-elect Stephen Young as a director | For | Pass | |
| Ordinary Resolution | 15 | Appointment of auditors | To appoint the auditors | For | Pass | |
| Ordinary Resolution | 16 | Auditor remuneration | To authorise the Audit Committee to determine the auditors remuneration | For | Pass | |
| Ordinary Resolution | 17 | Issuance of shares | To authorise the directors to allot relevant securities | For | Pass | |
| Special Resolution | 18 | Issuance of shares | To authorise the directors to disapply pre-emption rights | Against | Against good corporate governance to disapply pre-emption rights, dilution risks | Pass |
| Special Resolution | 19 | Share buy backs | To authorise Mondi plc to purchase its own shares | For | Pass | |
| Special Resolution | 20 | Other | To authorise general meetings to be held on 14 days notice | Against | Not good corporate governance to shorten the notice period to 14 days | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Confirmation of appointment of executive director appointed by the Board and election of independent non-executive directors - Kwazi Mabaso, executive director | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Confirmation of appointment of executive director appointed by the Board and election of independent non-executive directors - Themba Mkhwanazi, non-executive director | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Confirmation of appointment of executive director appointed by the Board and election of independent non-executive directors - Hubert Brody, non-executive director | For | Pass | |
| Ordinary Resolution | 1.4 | Election of directors | Confirmation of appointment of executive director appointed by the Board and election of independent non-executive directors - Mary Bomela, non-executive director | For | Pass | |
| Ordinary Resolution | 1.5 | Election of directors | Confirmation of appointment of executive director appointed by the Board and election of independent non-executive directors - Naidene Ford-Hoon, non-executive director | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Re-election of non-executive directors retiring by rotation - Walter Grindrod, non-executive director | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of non-executive directors retiring by rotation - Deepak Malik, non-executive director | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of members and appointment of chairperson of the Social, Ethics and Sustainability Committee - Walter Grindrod, non-executive director (chairperson) (subject to passing ordinary resolution 2.1) | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election of members and appointment of chairperson of the Social, Ethics and Sustainability Committee - Zimkhitha Zatu Moloi, non-executive director | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of members and appointment of chairperson of the Social, Ethics and Sustainability Committee - Andile Khumalo, non-executive director | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election of members and appointment of chairperson of the Social, Ethics and Sustainability Committee - Kwazi Mabaso, executive director (subject to passing ordinary resolution 1.1) | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of members and appointment of chairperson of the Audit Committee - Zimkhitha Zatu Moloi, non-executive director (chairperson) | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of members and appointment of chairperson of the Audit Committee - Deepak Malik, non-executive director (subject to passing of ordinary resolution 2.2) | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of members and appointment of chairperson of the Audit Committee - Andile Khumalo, non-executive director | For | Pass | |
| Ordinary Resolution | 5.1 | Appointment of auditors | Re-appointment of independent auditor and the designated audit partner - Re-appointment of PricewaterhouseCoopers Incorporated (PwC) as independent auditor | For | Pass | |
| Ordinary Resolution | 5.2 | Appointment of auditors | Re-appointment of independent auditor and the designated audit partner - Re-appointment of Nqaba Ndiweni as designated audit partner | For | Pass | |
| Ordinary Resolution | 6 | Share buy backs | General authority to repurchase Grindrod's ordinary shares | For | Pass | |
| Ordinary Resolution | 7 | Share option scheme | Amendments to Forfeitable Share Plan | For | Pass | |
| Ordinary Resolution | 8 | Other | Directors authority to implement special and ordinary resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Confirmation of the Group remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | Confirmation of the Group implementation report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Act | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Act | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority to acquire and cancel ordinary shares in the Company pursuant to intra-group repurchases from wholly-owned subsidiaries and or share incentive schemes | For | Pass | |
| Special Resolution | 5 | Other | Replacement of MOI | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the Companys accounts and the reports of the Directors and auditors for the year ended 31 December 2025. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Kalidas Madhavpeddi as a Director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Gary Nagle as a Director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Martin Gilbert as a Director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Gill Marcus as a Director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Cynthia Carroll as a Director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Liz Hewitt as a Director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect John Wallington as a Director. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Maria Margarita Zuleta as a Director. | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | To reappoint Deloitte LLP as the Companys auditors to hold office until the conclusion of the next general meeting at which accounts are laid. | For | Pass | |
| Ordinary Resolution | 12 | Auditor remuneration | To authorise the audit committee to fix the remuneration of the auditors. | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | To approve the Directors Remuneration Report (excluding the Directors Remuneration Policy) as set out in the 2025 Annual Report. | Against | Disclosure on targets or % vesting outcomes, so cannot reliably assess performance and quantum of awards | Pass |
| Ordinary Resolution | 14 | Issuance of shares | To renew the authority conferred on the Directors pursuant to Article 10.2 of the Companys Articles of Association. | Against | Quantum of shares excessive | Pass |
| Special Resolution | 2 | Other | To approve that the Companys capital contribution reserves (forming part of its share premium account) be reduced and be repaid to shareholders as per the terms set out in the notice of meeting. | For | Pass | |
| Special Resolution | 15 | Issuance of shares | If Resolution 14 is passed, to authorise the Directors pursuant to Article 10.3 of the Articles to allot equity securities for an Allotment Period (each as interpreted and defined in the Articles). | Against | Disapplication of pre emptive rights are not good corporate governance | Pass |
| Special Resolution | 16 | Share buy backs | To authorise the Company to undertake purchases for cancellation on SIX Swiss Exchange of Shares. | For | Pass | |
| Special Resolution | 17 | Share buy backs | That: a) the buyback contract entered into between the Company and UBS AG be and is hereby approved (the Contract), and the Company be and is hereby authorised to undertake purchases of its ordinary shares otherwise than on a stock exchange, and, b) the Board of Directors be and is hereby authorised on behalf of the Company to agree non-material amendments to the Contract, whether before or after this AGM. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Reappointment of PwC as the auditors of the Company | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Election of a director: Mr JF MacKenzie | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Election of a director: Mr MI Rawlinson | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Re-election of a director: Mr TP Goodlace | Against | Not independent by tenure – appointed Jul 2016 (9+ years). Not independent by association with Michael Rawlinson. | Pass |
| Ordinary Resolution | 2.4 | Election of directors | Re-election of a director: Ms PG Sibiya | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of a member of the Audit Committee: Ms PG Sibiya (Chairperson) | Against | Potential independence risk due to association with Zarina Bassa – we err on the side of caution and recommend that they do not serve on the audit committee together. | Pass |
| Ordinary Resolution | 3.2 | Election of directors | Election of a member of the Audit Committee: Mr MI Rawlinson | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of a member of the Audit Committee: Ms ZBM Bassa | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election of a member of the Audit Committee: Mr CAT Smit | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of a member of the Social, Ethics and Transformation (SET) Committee: Ms MC Bitar (Chairperson) | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of a member of the SET Committee: Mr A Andani | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of a member of the SET Committee: Mr MJ Fraser | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Election of a member of the SET Committee: Ms SL McCrae | For | Pass | |
| Ordinary Resolution | 4.5 | Election of directors | Election of a member of the SET Committee: Mr CAT Smit | For | Pass | |
| Ordinary Resolution | 5.1 | Remuneration policy | Advisory endorsement of the Remuneration Policy | Against | Disclosure concerns; LTI financial KPI disclosure generally appropriate but we do not like total shareholder return (TSR) as a KPI – particularly with weighting as high as 50%. Many new performance measures (KPIs) in STI structure – most are appropriate but we find target disclosure problematic, particularly on financial, strategic and individual KPIs. | Pass |
| Ordinary Resolution | 5.2 | Remuneration policy | Advisory endorsement of the Remuneration Implementation Report | Against | Disclosure concerns; LTI financial KPI disclosure generally appropriate but we do not like total shareholder return (TSR) as a KPI – particularly with weighting as high as 50%. Many new performance measures (KPIs) in STI structure – most are appropriate but we find target disclosure problematic, particularly on financial, strategic and individual KPIs. | Pass |
| Ordinary Resolution | 6 | Issuance of shares | Approval for the issuing of equity securities for cash | Against | No reason provided for shares issuance and no rights offer to existing shareholders. | Pass |
| Ordinary Resolution | 7 | Other | Authority to implement the resolutions | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Approval for the remuneration of NEDs: Chairperson of the Board (all-inclusive fee) | For | Pass | |
| Special Resolution | 1.2 | Directors remuneration | Approval for the remuneration of NEDs: Lead Independent Director of the Board (all-inclusive fee) | For | Pass | |
| Special Resolution | 1.3 | Directors remuneration | Approval for the remuneration of NEDs: Members of the Board (excluding the Chairperson and Lead Independent Director of the Board) | For | Pass | |
| Special Resolution | 1.4 | Directors remuneration | Approval for the remuneration of NEDs: Chairperson of the Audit Committee | For | Pass | |
| Special Resolution | 1.5 | Directors remuneration | Approval for the remuneration of NEDs: The Chairpersons of the Nomination and Governance Committee, Remuneration Committee, Risk Committee, SET Committee? SHSD Committee, Strategy and Investment Committee, and Technical Committee (excluding the Chairperson and Lead Independent Director of the Board) | For | Pass | |
| Special Resolution | 1.6 | Directors remuneration | Approval for the remuneration of NEDs: Members of the Audit Committee (excluding the Chairperson of the Audit Committee and Lead Independent Director of the Board) | For | Pass | |
| Special Resolution | 1.7 | Directors remuneration | Approval for the remuneration of NEDs: Members of the Nomination and Governance Committee, Remuneration Committee, Risk Committee, SET Committee, SHSD Committee, Strategy and Investment Committee, and Technical Committee (excluding the Chairpersons of these Committees, and Chairperson and Lead Independent Director of the Board) | For | Pass | |
| Special Resolution | 2 | Share buy backs | Acquisition of the Companys own shares | For | Pass | |
| Special Resolution | 3 | Other | Amendments to the companys MOI | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | Approval for the Company to grant inter-Group financial assistance in terms of sections 44 and 45 of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Receipt of the 2025 Annual Report and Accounts | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | Approval of the 2025 Directors remuneration report | For | Pass | |
| Ordinary Resolution | 3 | Appointment of auditors | Re-appointment of KPMG as the Companys auditors | For | Pass | |
| Ordinary Resolution | 4 | Auditor remuneration | Authority for the Audit Committee to agree the Auditors remuneration | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Luc Jobin as a Director (N) | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Tadeu Marroco as a Director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of Kandy Anand as a Director (N, R) | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of Karen Guerra as a Director (N, R) | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-election of Uta Kemmerich-Keil as a Director (A, N) | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Re-election of Veronique Laury as a Director (A, N) | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Re-election of Darrell Thomas as a Director (A, N) | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Re-election of Serpil Timuray as a Director (N, R) | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of Matthew Wright as a Director (N, R) | For | Pass | |
| Ordinary Resolution | 14 | Political donations | Authority to make donations to political organisations and to incur political expenditure | Against | Relevance, duty of care | Pass |
| Ordinary Resolution | 15 | Issuance of shares | Authority for the Directors to allot shares | For | Pass | |
| Ordinary Resolution | 16 | Share option scheme | To approve the extension of and amendments to the Sharesave Scheme | For | Pass | |
| Special Resolution | 17 | Issuance of shares | Authority for the Directors to disapply statutory pre-emption right | For | Pass | |
| Special Resolution | 18 | Share buy backs | Authority for the Company to purchase its own shares | For | Pass | |
| Special Resolution | 19 | Other | Notice period for General Meetings | Against | Governance and shareholders' interests compromised on shorter decision making timelines | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Approval of the Transaction in terms of the Listings Requirements | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 6 | Accept Financial Statements and Statutory Reports | Approval of the statutory annual accounts: approving the statutory annual accounts relating to the accounting year ended on 31 December 2025, including the Following allocation of the result. | For | Pass | |
| Ordinary Resolution | 7 | Other | Discharge to the directors: Granting discharge to the directors for the performance of their duties during the accounting year ended on 31 December 2025. | Against | Discharge sought without any guidance or accountability. In Belgium, such a discharge is binding and can hinder claims against directors. Also binding for all shareholders that voted in favor of such. Scope of the liability is wide, including negligent act or omission | Pass |
| Ordinary Resolution | 8 | Other | Discharge to the statutory auditor: Granting discharge to the statutory auditor for the performance of his duties during the accounting year ended on 31 December 2025. | For | Pass | |
| Ordinary Resolution | 9a | Election of directors | Resignation, appointment and reappointment of directors: Acknowledging the end of the mandate of Mr. Nitin Nohria as director and, upon proposal from the Reference Shareholder, appointing Mr. Fabrizio Freda as director, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2029. Mr. Freda, an Italian citizen, holds a degree in Economics and Business Administration from the University of Naples Federico II. He serves as Special Advisor to the Chair of the board of directors of The Estee Lauder Companies Inc, a role he has held since January 2025. Mr. Freda served as President and Chief Executive Officer of The Estee Lauder Companies from 2009 to 2025 and was a member of its board of directors during that time. He joined the Estee Lauder Companies in 2008 as President and Chief Operating Officer. Prior to joining The Estee Lauder Companies, Mr. Freda spent more than 20 years at Procter and Gamble Company in senior leadership roles across several key markets, including serving as President of Global Snacks. Earlier in his career, he directed marketing and strategic planning at Gucci SpA. Mr. Freda currently serves on the board of directors of BlackRock, Inc. and Societe Familiale dInvestissements S.A. | Against | Skilled, qualified and experienced. Concerns around this director's independence on account of his position as representative of the reference shareholders. Given the concentration of power on the board in context of the large shareholders acting in concert, we do not consider re-election appropriate | Pass |
| Ordinary Resolution | 9b | Election of directors | Resignation, appointment and reappointment of directors: Acknowledging the resignation of Ms. Heloisa Sicupira as director and, upon proposal from the Reference Shareholder, appointing Mr. Miguel Patricio as director, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2029. Mr. Patricio, a Portuguese citizen, holds a Degree in Business Administration from Funda?ao Getulio Vargas in Sao Paulo. He is a board member of Kraft Heinz and was Kraft Heinzs Chair from May 2022 to December 2025. He served as Kraft Heinzs Chief Executive Officer from 2019 to 2023. Before joining Kraft Heinz, Mr. Patricio held various executive positions at AB InBev, including Chief Marketing Officer from 2012 to 2018, Zone President, Asia Pacific from 2008 to 2012, and Zone President, North America from 2004 to 2007. He was Chief Marketing Officer of Ambev from 1999 to 2004. Prior to joining Ambev in 1998, Mr. Patricio held several senior positions across the Americas at leading consumer product companies. | Against | Skilled, qualified and experienced. Concerns around this director's independence on account of his position as representative of the reference shareholders. Given the concentration of power on the board in context of the large shareholders acting in concert, we do not consider re-election appropriate | Pass |
| Ordinary Resolution | 9c | Election of directors | Resignation, appointment and reappointment of directors: Acknowledging the end of the mandate of Mr. Martin J. Barrington as Restricted Share Director and, upon proposal by the Restricted Shareholders, appointing Mr. William F. Gifford, Jr. as Restricted Share Director for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2026. Mr. Gifford, a U.S. citizen, holds a bachelors degree in accountancy from Virginia Commonwealth University. He currently serves as Chief Executive Officer of Altria Group, Inc. and will retire from this role on 14 May 2026. Prior to his current position, Mr. Gifford served as Vice Chairman and Chief Financial Officer of Altria from May 2018 until April 2020 where he was responsible for overseeing Altrias financial functions, core tobacco businesses and sales and distribution business. Prior to that, he served as Executive Vice President and Chief Financial Officer of Altria from March 2015 until May 2018. Since joining Philip Morris USA Inc, an Altria subsidiary, in 1994, Mr. Gifford has served in numerous leadership roles in Strategy and Business Development, Finance, Marketing Information and Consumer Research and as President and Chief Executive Officer of Philip Morris USA Inc. Prior to joining Philip Morris USA, Mr. Gifford worked at the public accounting firm of Coopers and Lybrand, which currently is known as PricewaterhouseCoopers. Mr. Gifford previously served on the Board of Directors of the Company as a representative of the Restricted Shareholders from 2016 to 2023. | Against | Skilled, qualified and experienced. Concerns around this director's independence on account of his position as representative of the reference shareholders. Given the concentration of power on the board in context of the large shareholders acting in concert, we do not consider re-election appropriate | Pass |
| Ordinary Resolution | 9d | Election of directors | Resignation, appointment and reappointment of directors: Acknowledging the end of the mandate of Mr. Salvatore Mancuso as Restricted Share Director and, upon proposal by the Restricted Shareholders, appointing Ms. Jennifer Hunter as Restricted Share Director for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2026. Ms. Hunter, a U.S. citizen, holds a Bachelors Degree in Journalism from the University of Wisconsin. She serves as the Senior Vice President, Corporate Citizenship and Chief Sustainability Officer for Altria Client Services LLC. Over the course of her 31 years with Altria, she has held a held a variety of roles in sales, corporate responsibility, stakeholder relations and corporate communications. Ms. Hunter serves on the boards of the PGA TOUR First Tee Foundation, Inc, Points of Light, and ChamberRVA. | Against | Skilled, qualified and experienced. Concerns around this director's independence on account of his position as representative of the reference shareholders. Given the concentration of power on the board in context of the large shareholders acting in concert, we do not consider re-election appropriate | Pass |
| Ordinary Resolution | 9e | Election of directors | Resignation, appointment and reappointment of directors: Upon proposal by the Restricted Shareholders, renewing the appointment of Mr. Alejandro Santo Domingo as Restricted Share Director for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2026. | Against | Skilled, qualified and experienced. Concerns around this director's independence on account of his position as representative of the reference shareholders. Given the concentration of power on the board in context of the large shareholders acting in concert, we do not consider re-election appropriate | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Remuneration policy: approving the remuneration policy drafted in accordance with article 7:89/1 of the Belgian Code of Companies and Associations. The 2025 annual report containing the remuneration policy is available on the Companys website as indicated in this notice. | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Remuneration report: Approving the remuneration report for the financial year 2025. The 2025 annual report containing the remuneration report is available on the Companys website as indicated in this notice. | For | Pass | |
| Ordinary Resolution | 12 | Other | Filings: Without prejudice to other delegations of powers to the extent applicable, granting powers to Jan Vandermeersch, Global Legal Director Corporate, with power to substitute, to proceed to (i) the signing of the restated articles of association and their filings with the clerks office of the Enterprise Court of Brussels as a result of the approval of the resolutions referred to in items 1 and 2 above, and (ii) any other filings and publication formalities in relation to the above resolutions. | For | Pass | |
| Special Resolution | 1 | Share buy backs | Renewal of the powers of the Board of Directors relating to the acquisition by the Company of its own shares and amendments to article 15 of the articles of association of the Company. | For | Pass | |
| Special Resolution | 2 | Other | Amendment to article 32.1 of the articles of association of the Company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Receipt of 2025 Annual Report and Accounts: To receive and consider the Companys annual report and accounts for the year ended 31 December 2025 (the 2025 ARA), together with the reports of the directors and the statutory auditor thereon. | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | Directors Remuneration Report: To approve the Directors Remuneration Report for the year ended 31 December 2025 as set out in the 2025 ARA. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of Director: To elect Mr Marcus Randolph as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Director: To re-elect Dr Kojo Busia as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Director: To re-elect Mr Alberto Calderon as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Director: To re-elect Mr Bruce Cleaver as a director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of Director: To re-elect Ms Gillian Doran as a director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of Director: To re-elect Mr Alan Ferguson as a director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-election of Director: To re-elect Mr Albert Garner as a director. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Re-election of Director: To re-elect Ms Jinhee Magie as a director. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Re-election of Director: To re-elect Ms Nicky Newton-King as a director. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Re-election of Director: To re-elect Ms Diana Sands as a director. | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Re-election of Director: To re-elect Mr Jochen Tilk as a director. | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | Re-appointment of Statutory Auditor: To re-appoint PricewaterhouseCoopers LLP as the statutory auditor of the Company until the conclusion of the next annual general meeting of the Company | For | Pass | |
| Ordinary Resolution | 15 | Auditor remuneration | Remuneration of Statutory Auditor: To authorise the Audit and Risk Committee of the Company to determine the remuneration of the Companys statutory auditor for and on behalf of the Board. | For | Pass | |
| Ordinary Resolution | 16 | Appointment of auditors | Ratification of Appointment of Independent Registered Public Accountants: To ratify the appointment of PricewaterhouseCoopers Inc. as independent registered public accountants of the Company for the year ending 31 December 2026. | For | Pass | |
| Ordinary Resolution | 17 | Political donations | Authority to Make Political Donations | Against | No criteria as to which organizations or individuals qualify for such donations and there is no justification for the quantum of the donation | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the report and accounts | For | Pass | |
| Ordinary Resolution | 2 | Dividend related | To declare a final dividend | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Stuart Chambers as a director of the Company | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Duncan Wanblad as a director of the Company | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect John Heasley as a director of the Company | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Ian Tyler as a director of the Company | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Magali Anderson as a director of the Company | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Ian Ashby as a director of the Company | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Marcelo Bastos as a director of the Company | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Hilary Maxson as a director of the Company | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Nonkululeko Nyembezi as a director of the Company | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Anne Wade as a director of the Company | For | Pass | |
| Ordinary Resolution | 13 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP as auditor of the Company for the ensuing year | For | Pass | |
| Ordinary Resolution | 14 | Auditor remuneration | To authorise the directors to determine the remuneration of the auditor | For | Pass | |
| Ordinary Resolution | 15 | Remuneration policy | To approve the remuneration policy contained in the directors remuneration report | Against | Lack of disclosure on STI's | Pass |
| Ordinary Resolution | 16 | Remuneration policy | To approve the implementation report contained in the directors remuneration report | For | Pass | |
| Ordinary Resolution | 17 | Climate Policy | To approve the 2026-2028 Transition Plan | For | Pass | |
| Ordinary Resolution | 18 | Issuance of shares | To authorise the Directors to allot shares | For | Pass | |
| Special Resolution | 19 | Issuance of shares | To disapply pre-emption rights | Against | Potential for dilution, not good corporate governance | Pass |
| Special Resolution | 20 | Share buy backs | To authorise the purchase of own shares | For | Pass | |
| Special Resolution | 21 | Other | To authorise the directors to call general meetings (other than an AGM) on not less than 14 clear days notice | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of the independent external auditor | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of a non-executive director: Mr SA Dawson | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Confirmation of appointment of an executive director: Mr I Kramer | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of Audit and Risk Committee members: Ms AM Roets | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of Audit and Risk Committee members: Mr WH Dissinger | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of Audit and Risk Committee members: Mr B Mawasha | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Election of Audit and Risk Committee members: Mr J Ndlovu | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of Social, Ethics and Safety Committee members: Mr B Mawasha | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of Social, Ethics and Safety Committee members: Ms PG Sibiya | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of Social, Ethics and Safety Committee members: Mr WH Dissinger | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | Election of Social, Ethics and Safety Committee members: Mr SA Dawson | For | Pass | |
| Ordinary Resolution | 6.1 | Remuneration policy | Non-binding advisory resolution: remuneration policy | For | Pass | |
| Ordinary Resolution | 6.2 | Remuneration policy | Non-binding advisory resolution: Implementation report | For | Pass | |
| Ordinary Resolution | 7 | Other | Directors authority to implement special and ordinary resolutions | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Approval of non-executive directors fees: Board: Chairperson | For | Pass | |
| Special Resolution | 1.2 | Directors remuneration | Approval of non-executive directors fees: Lead Independent Director | For | Pass | |
| Special Resolution | 1.3 | Directors remuneration | Approval of non-executive directors fees: Board: Non-Executive Director | For | Pass | |
| Special Resolution | 1.4 | Directors remuneration | Approval of non-executive directors fees: Audit and Risk Committee: Chairman | For | Pass | |
| Special Resolution | 1.5 | Directors remuneration | Approval of non-executive directors fees: Remuneration Committee: Chairman | For | Pass | |
| Special Resolution | 1.6 | Directors remuneration | Approval of non-executive directors fees: Social, Ethics and Safety Committee: Chairman | For | Pass | |
| Special Resolution | 1.7 | Directors remuneration | Approval of non-executive directors fees: Nominations, Governance and Directors Affairs Committee: Chairman | For | Pass | |
| Special Resolution | 1.8 | Directors remuneration | Approval of non-executive directors fees: Strategy and Investment Committee: Chairman | For | Pass | |
| Special Resolution | 1.9 | Directors remuneration | Approval of non-executive directors fees: Audit and Risk Committee: Member | For | Pass | |
| Special Resolution | 1.10 | Directors remuneration | Approval of non-executive directors fees: Remuneration Committee: Member | For | Pass | |
| Special Resolution | 1.11 | Directors remuneration | Approval of non-executive directors fees: Social, Ethics and Safety Committee: Member | For | Pass | |
| Special Resolution | 1.12 | Directors remuneration | Approval of non-executive directors fees: Other Board Committees: Member | For | Pass | |
| Special Resolution | 1.13 | Directors remuneration | Approval of non-executive directors fees: Special or ad-hoc meeting attendance fee | For | Pass | |
| Special Resolution | 1.14 | Directors remuneration | Approval of non-executive directors fees: Per-trip allowance | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Approval of financial assistance to related or inter-related company (section 45 of the Companies Act) | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase company ordinary shares | Against | Buyback at premium, dilutive | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Appointment of auditors | To appoint the Companys joint external auditor to serve until the conclusion of the 2026 financial year audit: KPMG Inc. (KPMG) | For | Pass | |
| Ordinary Resolution | 2.1 | Appointment of auditors | To appoint the Companys joint external auditor to serve until the conclusion of the 2026 financial year audit: PricewaterhouseCoopers Inc. (PwC) | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation: Tasneem Abdool-Samad as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation: Alison Beck as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation: Rose Keanly as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation: Fulvio Tonelli as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | To elect the following directors who were appointed after the last AGM: Paul Smith, as an independent non-executive director (appointment effective 1 February 2026) | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | To elect the following directors who were appointed after the last AGM: Brian Kennedy, as an independent non-executive director (appointment effective 1 February 2026) | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee: Paul Smith (subject to election as an independent non-executive director pursuant to Ordinary Resolution number 4.1) | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee: Tasneem Abdool-Samad (subject to election as an independent non-executive director pursuant to Ordinary Resolution number 3.1) | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee: Zarina Bassa | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee: Alison Beck (subject to re-election as an independent non-executive director pursuant to Ordinary Resolution number 3.2) | For | Pass | |
| Ordinary Resolution | 5.5 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee: Peter Mageza | For | Pass | |
| Ordinary Resolution | 5.6 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee: Fulvio Tonelli (subject to re-election as an independent non-executive director pursuant to Ordinary Resolution number 3.4) | For | Pass | |
| Ordinary Resolution | 5.7 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee: Sindi Zilwa | For | Pass | |
| Ordinary Resolution | 6.1 | Election of directors | To appoint or re-appoint the members of the Social, Sustainability and Ethics Committee: Fulvio Tonelli (subject to election as an independent non-executive director pursuant to Ordinary Resolution number 3.4) | For | Pass | |
| Ordinary Resolution | 6.2 | Election of directors | To appoint or re-appoint the members of the Social, Sustainability and Ethics Committee: Nonhlanhla Mjoli-Mncube | For | Pass | |
| Ordinary Resolution | 6.3 | Election of directors | To appoint or re-appoint the members of the Social, Sustainability and Ethics Committee: Rose Keanly (subject to re-election as an independent non-executive director pursuant to Ordinary Resolution number 3.3) | For | Pass | |
| Ordinary Resolution | 6.4 | Election of directors | To appoint or re-appoint the members of the Social, Sustainability and Ethics Committee: Sindi Zilwa | For | Pass | |
| Ordinary Resolution | 6.5 | Election of directors | To appoint or re-appoint the members of the Social, Sustainability and Ethics Committee: Kenny Fihla | For | Pass | |
| Ordinary Resolution | 7 | Shares under director control | To place the authorised but unissued ordinary share capital of the Company under the control of the directors | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote: To endorse the Companys remuneration policy | Against | High quantum for the new CEO raises concerns around remuneration going forward given the large quantum. Also, poor disclosure makes it difficult to assess the reasonableness of outcomes | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote: To endorse the Companys remuneration implementation report | Against | High quantum for the new CEO raises concerns around remuneration going forward given the large quantum. Also, poor disclosure makes it difficult to assess the reasonableness of outcomes | Pass |
| Special Resolution | 1 | Directors remuneration | To approve the proposed remuneration of the non-executive directors for their services as directors, payable from 1 June 2026 to, and including, the last day of the month preceding the date of the next AGM | For | Pass | |
| Special Resolution | 2 | Share buy backs | To grant a general authority to the directors to approve repurchase of the Companys ordinary shares. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | To grant a general authority to the Company to approve financial assistance in terms of section 44 of the Companies Act No. 71 of 2008 | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | To grant a general authority to the Company to approve financial assistance in terms of section 45 of the Companies Act No. 71 of 2008. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Shares under director control | Control of unissued shares | For | Pass | |
| Ordinary Resolution | 2.0 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 3.0 | Other | Implementation of resolutions | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI: Re-election of Ms E Istavridis as a director of Sappi | For | Pass | |
| Ordinary Resolution | 2.0 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI: Re-election of Dr B Mehlomakulu as a director of Sappi | Against | Not independent on tenure | Pass |
| Ordinary Resolution | 3.0 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI: Re-election of Mr NL Sowazi as a director of Sappi | For | Pass | |
| Ordinary Resolution | 4.0 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI: Re-election of Mr LL von Zeuner as a director of Sappi | For | Pass | |
| Ordinary Resolution | 5.0 | Election of directors | Election of Audit and Risk Committee members: Election of Ms ZN Malinga as a member and Chairperson of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 6.0 | Election of directors | Election of Audit and Risk Committee members: Election of Dr B Mehlomakulu as a member of the Audit and Risk Committee | Against | Not independent on tenure | Pass |
| Ordinary Resolution | 7.0 | Election of directors | Election of Audit and Risk Committee members: Election of Mr RJAM Renders as a member of the Audit and Risk Committee | Against | Not independent by tenure | Pass |
| Ordinary Resolution | 8.0 | Election of directors | Election of Audit and Risk Committee members: Election of Mr LL von Zeuner as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 9.0 | Election of directors | Election of Audit and Risk Committee members: Election of Ms E Istavridis as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 10.0 | Election of directors | Election of Social, Ethics, Transformation and Sustainability Committee members: Election of Mr BR Beamish as a member and Chairperson of the Social, Ethics, Transformation and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 11.0 | Election of directors | Election of Social, Ethics, Transformation and Sustainability Committee members: Election of Mr MA Fallon as a member of the Social, Ethics, transformation and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 12.0 | Election of directors | Election of Social, Ethics, Transformation and Sustainability Committee members: Election of Ms E Istavridis as a member of the Social, Ethics, Transformation and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 13.0 | Election of directors | Election of Social, Ethics, Transformation and Sustainability Committee members: Election of Mr JM Lopez as a member of the Social, Ethics, transformation and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 14.0 | Election of directors | Election of Social, Ethics, Transformation and Sustainability Committee members: Election of Mr SR Binnie as a member of the Social, Ethics, Transformation and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 15.0 | Appointment of auditors | Re-appointment of KPMG Inc. as auditors of Sappi for the financial year ending 30 September 2026 and until the conclusion of the next AGM of Sappi | For | Pass | |
| Ordinary Resolution | 16.0 | Remuneration policy | Non-binding endorsement of remuneration policy | Against | Disclosure of KPI's | Pass |
| Ordinary Resolution | 17.0 | Remuneration policy | Non-binding endorsement of remuneration implementation report | Against | Disclosure of KPI's | Pass |
| Ordinary Resolution | 18.0 | Remuneration policy | Authority from shareholders to set the maximum number of shares which may be settled under the Sappi Limited Performance Share Incentive Plan, the Plan, for future awards and to set the maximum number of shares which may be settled to an individual, and to delete Rule 1.1.3 and amend Rules 12.1, 12.2 and 12.3 of the Plan accordingly | For | Pass | |
| Ordinary Resolution | 19.0 | Shares under director control | General authority to place shares under the control of the directors for purposes of the Plan | For | Pass | |
| Ordinary Resolution | 20.0 | Other | Authority for directors and Group Company Secretary to sign all documents and do all such things necessary or reasonably desirable for or incidental to the Implementation of the above resolutions | Against | Pass | |
| Special Resolution | 1.0 | Directors remuneration | Non-executive directors fees | For | Pass | |
| Special Resolution | 2.0 | Loan/financial assistance | Loans or other financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 3.0 | Share buy backs | General authority to repurchase shares | Against | Share's should not be bough back at a premium - dilutive | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Election of directors | Election of Mr C Boshard as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2.0 | Election of directors | Re-election of Ms N Langa-Royds as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3.0 | Election of directors | Re-election of Mr SM Pityana as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 4.0 | Election of directors | Re-election of Mr L Kok as an executive director | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of Ms D Radley as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of Ms C Fernandez as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of Mr S Fifield as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 6.0 | Appointment of auditors | Reappointment of PwC as independent external auditor | For | Pass | |
| Ordinary Resolution | 7.1 | Election of directors | Election of Ms A Dambuza as a member of the social, ethics and transformation committee | For | Pass | |
| Ordinary Resolution | 7.2 | Election of directors | Election of Mr C Boshard as a member of the social, ethics and transformation committee | For | Pass | |
| Ordinary Resolution | 7.3 | Election of directors | Election of Ms C Fernandez as a member of the social, ethics and transformation committee | For | Pass | |
| Ordinary Resolution | 7.4 | Election of directors | Election of Ms N Langa-Royds as a member of the social, ethics and transformation committee | For | Pass | |
| Ordinary Resolution | 7.5 | Election of directors | Election of Mr A Konig as a member of the social, ethics and transformation committee | For | Pass | |
| Ordinary Resolution | 7.6 | Election of directors | Election of Mr L Kok as a member of the social, ethics and transformation committee | For | Pass | |
| Ordinary Resolution | 8.0 | Shares under director control | Placing the unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 9.0 | Issuance of shares | General authority to issue shares for cash | Against | Dilution and discount to NAV | Pass |
| Ordinary Resolution | 10.0 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Ordinary Resolution | 11.0 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the Company | Against | Structure, targets and disclosure | Pass |
| Ordinary Resolution | 12.0 | Remuneration policy | Non-binding advisory vote on the implementation of the remuneration policy of the company | Against | Disclosure | Pass |
| Ordinary Resolution | 13.0 | Other | Authorisation of directors and or the company secretary | For | Pass | |
| Special Resolution | 1.0 | Directors remuneration | Non-executive director fees | For | Pass | |
| Special Resolution | 2.0 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 44 of the Companies Act | For | Pass | |
| Special Resolution | 3.0 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 4.0 | Share buy backs | General authority for a repurchase of shares issued by the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Election of directors | Re-election of directors who retire by rotation: Re-election of IM Kirk | For | Pass | |
| Ordinary Resolution | 2.0 | Election of directors | Re-election of directors who retire by rotation: Re-election of RN Ntshingila | For | Pass | |
| Ordinary Resolution | 3.0 | Election of directors | Re-election of directors who retire by rotation: Re-election of WYN Luhabe | For | Pass | |
| Ordinary Resolution | 4.0 | Election of directors | Appointment of director: Election of RJ Wainwright | For | Pass | |
| Ordinary Resolution | 5.0 | Election of directors | Re-appointment and appointment of the audit and risk committee members: Re-appointment of HH Hickey | For | Pass | |
| Ordinary Resolution | 6.0 | Election of directors | Re-appointment and appointment of the audit and risk committee members: Re-appointment of F Petersen-Cook | For | Pass | |
| Ordinary Resolution | 7.0 | Election of directors | Re-appointment and appointment of the audit and risk committee members: Re-appointment of ZN Malinga | For | Pass | |
| Ordinary Resolution | 8.0 | Election of directors | Re-appointment and appointment of the audit and risk committee members: Re-appointment of SH Muller | For | Pass | |
| Ordinary Resolution | 9.0 | Election of directors | Re-appointment and appointment of the audit and risk committee members: Appointment of RJ Wainwright | For | Pass | |
| Ordinary Resolution | 10.0 | Appointment of auditors | Re-appointment of auditor: Re-appointment of PricewaterhouseCoopers Inc | For | Pass | |
| Ordinary Resolution | 11.0 | Election of directors | Appointment of the social and ethics committee members: Appointment of F Petersen-Cook | For | Pass | |
| Ordinary Resolution | 12.0 | Election of directors | Appointment of the social and ethics committee members: Appointment of ZN Malinga | For | Pass | |
| Ordinary Resolution | 13.0 | Election of directors | Appointment of the social and ethics committee members: Appointment of P Disberry | For | Pass | |
| Ordinary Resolution | 14.0 | Election of directors | Appointment of the social and ethics committee members: Appointment of PJ Erasmus | For | Pass | |
| Ordinary Resolution | 15.0 | Remuneration policy | Non-binding advisory vote on Pepkors remuneration policy: Approval of remuneration policy | Against | STI and LTI metrics are too skewed to earnings growth. We would prefer a better balance that include bigger allocations to returns and cash generation. Current structure might incentivize the wrong behavior. | Fail |
| Ordinary Resolution | 16.0 | Remuneration policy | Non-binding advisory vote on Pepkors implementation report on the remuneration policy: Approval of implementation report on remuneration policy | For | Pass | |
| Ordinary Resolution | 17.0 | Issuance of shares | General authority for directors to allot and issue ordinary shares: Approval of general authority for directors to allot and issue ordinary shares | Against | We would prefer the company to request approval for a specific transaction, and not just on a blanket approach. We are worried about the possibility of offshore acquisitions, like we've seen in the sector of late. | Pass |
| Ordinary Resolution | 18.0 | Issuance of shares | General authority for directors to issue ordinary shares for cash: Approval of general authority for directors to issue ordinary shares for cash | Against | We would prefer the company to request approval for a specific transaction, and not just on a blanket approach. We are worried about the possibility of offshore acquisitions, like we've seen in the sector of late. | Pass |
| Special Resolution | 1.1 | Directors remuneration | Remuneration of non-executive directors: Board chair | For | Pass | |
| Special Resolution | 1.2 | Directors remuneration | Remuneration of non-executive directors: Lead independent director | For | Pass | |
| Special Resolution | 1.3 | Directors remuneration | Remuneration of non-executive directors: Board members | For | Pass | |
| Special Resolution | 1.4 | Directors remuneration | Remuneration of non-executive directors: Audit and risk committee chair | For | Pass | |
| Special Resolution | 1.5 | Directors remuneration | Remuneration of non-executive directors: Audit and risk committee members | For | Pass | |
| Special Resolution | 1.6 | Directors remuneration | Remuneration of non-executive directors: Human resources and remuneration committee chair | For | Pass | |
| Special Resolution | 1.7 | Directors remuneration | Remuneration of non-executive directors: Human resources and remuneration committee members | For | Pass | |
| Special Resolution | 1.8 | Directors remuneration | Remuneration of non-executive directors: Social and ethics committee chair | For | Pass | |
| Special Resolution | 1.9 | Directors remuneration | Remuneration of non-executive directors: Social and ethics committee members | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Remuneration of non-executive directors: Nomination committee members | For | Pass | |
| Special Resolution | 1.11 | Directors remuneration | Remuneration of non-executive directors: Investment committee chair | For | Pass | |
| Special Resolution | 1.12 | Directors remuneration | Remuneration of non-executive directors: Investment committee members | For | Pass | |
| Special Resolution | 1.13 | Directors remuneration | Remuneration of non-executive directors: Director approved by Prudential Authority | For | Pass | |
| Special Resolution | 2.0 | Loan/financial assistance | Financial assistance to subsidiary companies or corporations: Intercompany financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 3.0 | Loan/financial assistance | Financial assistance for subscription purchase of securities: 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 | For | Pass | |
| Special Resolution | 4.0 | Share buy backs | General authority to repurchase shares: General authority to repurchase shares issued by the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1.0 | Dividend related | To approve the appropriation of profits as at 31 July 2024 to the payment of the 2024 final dividend | For | Pass | |
| Special Resolution | 2.0 | Other | To cancel the Companys share premium account and to cancel and extinguish shares bought back by the Company in July 2025 | For | Pass | |
| Special Resolution | 3.0 | Other | To implement other aspects of the share capital reduction | For | Pass | |
| Special Resolution | 4.0 | Other | To amend the Companys articles of association | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Election of directors | Election of NB Duker as Director | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Re-election of FC Futwa as Director | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of KR Nkuna as Director | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Re-election of ML Buya as Director | For | Pass | |
| Ordinary Resolution | 2.4 | Election of directors | Re-election of DM Wilder as Director | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Re-appointment of members of the Audit and Risk Committee: FC Futwa | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Re-appointment of members of the Audit and Risk Committee: KR Nkuna | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Re-appointment of members of the Audit and Risk Committee: JD Wiese | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Re-appointment of members of the Audit and Risk Committee: NB Duker | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Appointment of members of the Social and Ethics Committee: LW Andrag | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Appointment of members of the Social and Ethics Committee: FC Futwa | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Appointment of members of the Social and Ethics Committee: R Kader | For | Pass | |
| Ordinary Resolution | 5.0 | Appointment of auditors | Re-appointment of Forvis Mazars as auditors | For | Pass | |
| Ordinary Resolution | 6.0 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 7.1 | Remuneration policy | Non-binding advisory vote on remuneration policy | Against | Stretched benchmarks on STI with unconstrained discretion. LTIs excessively narrow performance measures. | Pass |
| Ordinary Resolution | 7.2 | Remuneration policy | Non-binding advisory vote on the remuneration implementation report | Against | Refer to 7.1 reasons | Pass |
| Ordinary Resolution | 8.0 | Issuance of shares | Authority to sell Treasury Shares | Against | No specific reason nor size restriction provided for this resolution. | Pass |
| Ordinary Resolution | 9.0 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Special Resolution | 1.0 | Share buy backs | Share repurchases | For | Pass | |
| Special Resolution | 2.0 | Other | Increase in the authorised B ordinary share capital of the Company and amendments to the Companys Memorandum of Incorporation | For | Pass | |
| Special Resolution | 3.0 | Loan/financial assistance | Financial assistance in terms of Section 45 of the Companies Act | For | Pass | |
| Special Resolution | 4.1 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Chairman of the Board | For | Pass | |
| Special Resolution | 4.2 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Non-Executive Director | Against | Would prefer fees related to or at least in part to meeting attendance. | Pass |
| Special Resolution | 4.3 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Chairman of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 4.4 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Member of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 4.5 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Chairman of the Remuneration Committee | For | Pass | |
| Special Resolution | 4.6 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Member of the Remuneration Committee | For | Pass | |
| Special Resolution | 4.7 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Chairman of the Investment Committee | For | Pass | |
| Special Resolution | 4.8 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Member of the Investment Committee | For | Pass | |
| Special Resolution | 4.9 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Chairman of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 4.1 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Member of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 4.11 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Chairman of the Nomination Committee | For | Pass | |
| Special Resolution | 4.12 | Directors remuneration | Approval of fees payable to Non-Executive Directors: Member of the Nomination Committee | For | Pass | |
| Special Resolution | 5.0 | Loan/financial assistance | Financial assistance for the subscription and/or purchase of shares in the Company or a related or inter-related company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Other | Authority granted to directors and or company secretary | For | Pass | |
| Special Resolution | 1.0 | Other | Adoption of new memorandum of incorporation | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Election of directors | Re-election of ZJ Matlala as a director | For | Pass | |
| Ordinary Resolution | 2.0 | Election of directors | Re-election of BH Azizollahoff as a director | For | Pass | |
| Ordinary Resolution | 3.0 | Election of directors | Re-election of IS Petersen as a director | For | Pass | |
| Ordinary Resolution | 4.0 | Election of directors | Re-appointment of Z Adams as a member and chairperson of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 5.0 | Election of directors | Re-appointment of BH Azizollahoff as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 6.0 | Election of directors | Re-appointment of N Khoele as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7.0 | Election of directors | Appointment of K Teeroovengadum as a member and chairperson of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 8.0 | Election of directors | Appointment of I Petersen as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 9.0 | Election of directors | Appointment of Z Adams as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 10.0 | Appointment of auditors | Re-appointment of Forvis Mazars as independent external auditor and Danielle Keeve as the designated audit partner of the company | For | Pass | |
| Ordinary Resolution | 11.0 | Issuance of shares | General authority to issue shares for cash | Against | Shares should not be issued at a discount - dilutive | Fail |
| Ordinary Resolution | 12.0 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Ordinary Resolution | 13.0 | Other | To authorise the signature of documentation | For | Pass | |
| Other | 1.0 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration policy | For | Pass | |
| Other | 2.0 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration implementation report | For | Pass | |
| Special Resolution | 1.0 | Loan/financial assistance | Financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 2.0 | Loan/financial assistance | Financial assistance for the subscription and/or purchase of securities in the company or in related or inter-related companies | For | Pass | |
| Special Resolution | 3.0 | Share buy backs | Share repurchases | Against | Shares should not be repurshased at a premium - dilutive | Pass |
| Special Resolution | 4.0 | Directors remuneration | Approval of non-executive directors remuneration | For | Pass | |
| Special Resolution | 5.0 | Issuance of shares | Approval to issue shares in terms of section 41(1) of the Companies Act | Against | Being prudent - to not allow general authority to issue shares if capital raise is done at a discount, and no control on allocation of potential capital raise. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Accept Financial Statements and Statutory Reports | Consideration and adoption of Annual Financial Statements | For | Pass | |
| Ordinary Resolution | 2.0 | Election of directors | Appointment of director: Mrs BSM Backman | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Re-election of directors: Dr T Eloff | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Re-election of directors: Mr S Mayet | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Re-appointment of members of the Audit and Risk Management Committee: Mr DJ Fouche | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Re-appointment of members of the Audit and Risk Management Committee: Mr S Mayet (subject to approval of ordinary resolution 3.2 above) | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Re-appointment of members of the Audit and Risk Management Committee: Ms TM Shabangu | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Re-appointment of members of the Social and Ethics Committee: Ms TM Shabangu | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Re-appointment of members of the Social and Ethics Committee: Dr T Eloff (subject to approval of ordinary resolution 3.1 above) | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Re-appointment of members of the Social and Ethics Committee: Mr LW Hansen (independent consultant) | For | Pass | |
| Ordinary Resolution | 6.0 | Appointment of auditors | Appointment of the Independent Auditor | For | Pass | |
| Ordinary Resolution | 7.0 | Remuneration policy | Approval of the Remuneration Policy | Against | No disclosure of actual targets and measurement of individual scorecards | Pass |
| Ordinary Resolution | 8.0 | Remuneration policy | Approval of the implementation of the Remuneration Policy | Against | No disclosure of actual targets and measurement of individual scorecards | Pass |
| Ordinary Resolution | 9.0 | Other | Signature of documentation | For | Pass | |
| Special Resolution | 1.0 | Directors remuneration | Fees payable to Non-Executive Directors | For | Pass | |
| Special Resolution | 2.0 | Loan/financial assistance | Authority to provide financial assistance to related and inter-related companies | For | Pass | |
| Special Resolution | 3.0 | Share buy backs | General authority to repurchase shares in the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-election of directors: Mr Christopher Colfer | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-election of directors: Ms Belinda Earl | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-election of directors: Ms Thembisa Skweyiya | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Election of Audit Committee members: Mr Lwazi Bam | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Election of Audit Committee members: Mr Christopher Colfer, subject to his re-election under ordinary resolution 1.1 | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Election of Audit Committee members: Itumeleng Kgaboesele | For | Pass | |
| Ordinary Resolution | 2.4 | Election of directors | Election of Audit Committee members: Ms Thembisa Skweyiya, subject to her re-election under ordinary resolution 1.3 | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of Social and Ethics Committee members: Mr Roy Bagattini | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election of Social and Ethics Committee members: Ms Belinda Earl, subject to her re-election under ordinary resolution 1.2 | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of Social and Ethics Committee members: Dr Lulu Gwagwa | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election of Social and Ethics Committee members: Mr Sam Ngumeni | For | Pass | |
| Ordinary Resolution | 3.5 | Election of directors | Election of Social and Ethics Committee members: Ms Thembisa Skweyiya, subject to her re-election under ordinary resolution 1.3 | For | Pass | |
| Ordinary Resolution | 3.6 | Election of directors | Election of Social and Ethics Committee members: Mr Clive Thomson | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Re-appointment of KPMG Inc. as the external auditor | For | Pass | |
| Other | 5.1 | Remuneration policy | Non-binding advisory resolution: Approval of the Companys Remuneration Policy | Against | Peer companies not disclosed in benchmarking process. CEO base salary is excessive, especially relative to the company's performance of late. ST KPI's not appropriate, only focus on PBT and EBIT. No measures on Balance Sheet or Cash Flow and returns. Weighting not disclosed. Targets decreased given poor performance, we do not agree. Not vesting | Pass |
| Other | 5.2 | Remuneration policy | Non-binding advisory resolution: Approval of the Remuneration Implementation Report | Against | Peer companies not disclosed in benchmarking process. CEO base salary is excessive, especially relative to the company's performance of late. ST KPI's not appropriate, only focus on PBT and EBIT. No measures on Balance Sheet or Cash Flow and returns. Weighting not disclosed. Targets decreased given poor performance, we do not agree. Not vesting | Pass |
| Special Resolution | 1.1 | Directors remuneration | Remuneration of non-executive directors: South African directors | For | Pass | |
| Special Resolution | 1.2 | Directors remuneration | Remuneration of non-executive directors: Australian directors | For | Pass | |
| Special Resolution | 1.3 | Directors remuneration | Remuneration of non-executive directors: British directors | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-election of Non-Executive Directors retiring by rotation: RW Gardiner | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-election of Non-Executive Directors retiring by rotation: KM Forbay | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-election of Non-Executive Directors retiring by rotation: AJ Bester | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Re-appointment of PWC as independent external auditor and the appointment of designate audit partner, Mr A Rossouw | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of members of the audit committee: AJ Bester | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election of members of the audit committee: RW Gardiner | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of members of the audit committee: KM Forbay | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election of members of the audit committee: NN Sonqushu | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of members of the social and ethics committee: KM Forbay | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of members of the social and ethics committee: RW Gardiner | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of members of the social and ethics committee: H Ntene | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Election of members of the social and ethics committee: F Wakeford | For | Pass | |
| Ordinary Resolution | 4.5 | Election of directors | Election of members of the social and ethics committee: SN Gumede | For | Pass | |
| Ordinary Resolution | 5 | Shares under director control | Placing unissued shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 6 | Other | Directors and or Company Secretary authority to implement special and ordinary resolutions | For | Pass | |
| Ordinary Resolution | 7 | Remuneration policy | Non-binding advisory vote on WBHOs Remuneration Policy | For | Pass | |
| Ordinary Resolution | 8 | Remuneration policy | Non-binding advisory vote on WBHOs Implementation Report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of directors fees for the 2026 - 2027 financial years | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to directors, prescribed officers, employee share scheme beneficiaries and related or inter-related companies and corporations | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase Company shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-Election of Directors - MS L de Beer | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-Election of Directors - Prof. H Mathebula | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-Election of Directors - Mr PD Norman | For | Pass | |
| Ordinary Resolution | 1.4 | Election of directors | Re-election of directors - Dr CH Wiese | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Appointment of Audit and Risk Committee Members - Ms L de Beer | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Appointment of Audit and Risk Committee Members - Mr GW Dempster | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Appointment of Audit and Risk Committee Members - Ms NN Gobodo | For | Pass | |
| Ordinary Resolution | 2.4 | Election of directors | Appointment of Audit and Risk Committee Members - Mr SN Maseko | For | Pass | |
| Ordinary Resolution | 2.5 | Election of directors | Appointment of Audit and Risk Committee Members - Ms EA Wilton | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Appointment of Social and Ethics Committee Members - Ms NN Gobodo | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Appointment of Social and Ethics Committee Members - Ms WE Lucas-Bull | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Appointment of Social and Ethics Committee Members - Prof. H Mathebula | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Appointment of Social and Ethics Committee Members - Ms MLD Marole | For | Pass | |
| Ordinary Resolution | 3.5 | Election of directors | Appointment of Social and Ethics Committee Members - Mr PD Norman | For | Pass | |
| Ordinary Resolution | 3.6 | Election of directors | Appointment of Social and Ethics Committee Members - Ms EA Wilton | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Re-Appointment of Ernst and Young Inc. as Auditors of the Company | For | Pass | |
| Ordinary Resolution | 5 | Issuance of shares | General authority for directors to allot and issue ordinary shares | For | Pass | |
| Ordinary Resolution | 6 | Issuance of shares | General authority for directors to allot and issue ordinary shares | Against | Dilution, no reason given | Pass |
| Ordinary Resolution | 7 | Issuance of shares | General Authority for Directors to Issue for Cash, Those Ordinary Shares which the Directors are Authorised to Allot and Issue in Terms of Ordinary Resolution 5 | For | Pass | |
| Ordinary Resolution | 8.1 | Issuance of shares | General Authority for Directors to Issue for Cash, Those Ordinary Shares which the Directors are Authorised to Allot and Issue in Terms of Ordinary Resolution 5 | Against | Dilution | Pass |
| Ordinary Resolution | 8.2 | Other | General Authority to Directors and or Company Secretary | For | Pass | |
| Ordinary Resolution | 9.1 | Remuneration policy | Separate Non-Binding Advisory Endorsements of the Shoprite Remuneration Policy and Implementation Report - Remuneration Policy | For | Pass | |
| Ordinary Resolution | 9.2 | Remuneration policy | Separate Non-Binding Advisory Endorsements of the Shoprite Remuneration Policy and Implementation Report - Remuneration Policy | Against | Targets set to low | Pass |
| Ordinary Resolution | 9.3 | Remuneration policy | Separate Non-Binding Advisory Endorsements of the Shoprite Remuneration Policy and Implementation Report - Implementation Report | For | Pass | |
| Special Resolution | 9.4 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Board | For | Pass | |
| Special Resolution | 9.5 | Directors remuneration | Remuneration of Non-executive Directors - Lead Independent Director | For | Pass | |
| Special Resolution | 9.6 | Directors remuneration | Remuneration of Non-executive Directors - Non-executive Directors | For | Pass | |
| Special Resolution | 9.7 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 9.8 | Directors remuneration | Remuneration of Non-executive Directors - Members of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 9.9 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Remuneration Committee | For | Pass | |
| Special Resolution | 9.1 | Directors remuneration | Remuneration of Non-executive Directors - Members of the Remuneration Committee | For | Pass | |
| Special Resolution | 9.11 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Nomination Committee | For | Pass | |
| Special Resolution | 9.12 | Directors remuneration | Remuneration of Non-executive Directors - Members of the Nomination Committee | For | Pass | |
| Special Resolution | 9.13 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of Non-executive Directors - Members of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Investment and Finance Committee | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 2(a) | Election of directors | Election of Mr Stephen Pearce as a Director of the Company | For | Pass | |
| Ordinary Resolution | 2(b) | Election of directors | Election of Ms Mandlesilo (Mandla) Msimang as a Director of the Company | For | Pass | |
| Ordinary Resolution | 3 | Remuneration policy | Non-binding advisory vote: Adoption of the Remuneration Report | For | Pass | |
| Ordinary Resolution | 4 | Remuneration policy | Grant of awards to Executive Director | For | Pass | |
| Ordinary Resolution | 5 | Remuneration policy | Grant of Commencement Awards to incoming Deputy CEO - Matthew Daley | For | Pass | |
| Ordinary Resolution | 6 | Remuneration policy | Non-binding advisory vote: Climate Change Action Plan 2025 | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Appointment of auditor | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of director: Ms S E N De Bruyn | Against | We are concerned about her level of independence given historical board memberships at multiple companies of the group. | Pass |
| Ordinary Resolution | 3 | Election of directors | Election of director: Ms M Lubbe | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of director: Mr P J Moleketi | Against | His lengthy tenure is a cause for concern given already low level of independence at the board level. | Pass |
| Ordinary Resolution | 5 | Election of directors | Election of director: Mr M Morobe | Against | His lengthy tenure is a cause for concern given already low level of independence at the board level. | Pass |
| Ordinary Resolution | 6 | Election of directors | Election of director: Mr N J Williams | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of member of the Audit and Risk Committee: Ms S E N De Bruyn | Against | We are concerned about her level of independence given historical board memberships at multiple companies of the group. | Pass |
| Ordinary Resolution | 8 | Election of directors | Election of member of the Audit and Risk Committee: Mr G G Nieuwoudt | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of member of the Audit and Risk Committee: Mr K S Rantloane | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of member of the Social and Ethics Committee: Mr M Morobe | Against | His lengthy tenure is a cause for concern given already low level of independence at the board level. | Pass |
| Ordinary Resolution | 11 | Election of directors | Election of member of the Social and Ethics Committee: Ms S E N De Bruyn | Against | We are concerned about her level of independence given historical board memberships at multiple companies of the group. | Pass |
| Ordinary Resolution | 12 | Election of directors | Election of member of the Social and Ethics Committee: Ms M Lubbe | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of member of the Social and Ethics Committee: Mr P J Moleketi | Against | His lengthy tenure is a cause for concern given already low level of independence at the board level. | Pass |
| Ordinary Resolution | 14 | Election of directors | Election of member of the Social and Ethics Committee: Mr K S Rantloane | For | Pass | |
| Ordinary Resolution | 15 | Shares under director control | General authority to place 5 percent of the unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 16 | Remuneration policy | Non-binding advisory vote on Remuneration Policy | For | Pass | |
| Ordinary Resolution | 17 | Remuneration policy | Non-binding advisory vote on remuneration implementation report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of directors remuneration | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance for the subscription and or purchase of securities in the Company or in related or inter-related companies | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | General authority to provide financial assistance to related and inter-related companies and corporations | For | Pass | |
| Special Resolution | 5 | Other | Amendments to the Memorandum of Incorporation | Against | We do not support the motion to not record Board meetings (and only provide minutes). | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of Busisiwe Mavuso | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Re-election of directors: Agmat Brinkhuis | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of directors: Willem Ockert van Wyk | For | Pass | |
| Ordinary Resolution | 3.1 | Appointment of auditors | Re-appointment of independent auditors and re-appointment of designated audit partner: Reappointment of Ernst and Young Inc as independent auditors | For | Pass | |
| Ordinary Resolution | 3.2 | Appointment of auditors | Re-appointment of independent auditors and re-appointment of designated audit partner: Reappointment of Ms Merisha Kassie as designated audit partner | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of members of the Audit Committee: Cindy Joy Robertson | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of members of the Audit Committee: Agmat Brinkhuis | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of members of the Audit Committee: Zimkhitha Phaphama Zatu Moloi | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Election of members of the Audit Committee: Busisiwe Mavuso | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of members of the Social and Ethics Committee: Zimkhitha Phaphama Zatu Moloi | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of members of the Social and Ethics Committee: Agmat Brinkhuis | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of members of the Social and Ethics Committee: Stephen Mark Parsons | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | Election of members of the Social and Ethics Committee: Wouter Alphonso de Wet | For | Pass | |
| Ordinary Resolution | 6 | Other | Enabling Resolution | For | Pass | |
| Ordinary Resolution | 7 | Remuneration policy | Non-binding advisory vote in respect of the Remuneration Policy | For | Pass | |
| Ordinary Resolution | 8 | Remuneration policy | Non-binding advisory vote in respect of the Remuneration Implementation Report | For | Pass | |
| Ordinary Resolution | 9 | Share option scheme | Approval of the Long-Term Incentive Scheme | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Companies Act | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 3.1 | Directors remuneration | Approval of Non-Executive Directors remuneration: Chairman of the Board | For | Pass | |
| Special Resolution | 3.2 | Directors remuneration | Approval of Non-Executive Directors remuneration: Lead Independent Director | For | Pass | |
| Special Resolution | 3.3 | Directors remuneration | Approval of Non-Executive Directors remuneration: Board Committee Members | For | Pass | |
| Special Resolution | 3.4 | Directors remuneration | Approval of Non-Executive Directors remuneration: Audit Committee Chairperson | For | Pass | |
| Special Resolution | 3.5 | Directors remuneration | Approval of Non-Executive Directors remuneration: Audit Committee members | For | Pass | |
| Special Resolution | 3.6 | Directors remuneration | Approval of Non-Executive Directors remuneration: Remuneration and Nomination Committee Chairman | For | Pass | |
| Special Resolution | 3.7 | Directors remuneration | Approval of Non-Executive Directors remuneration: Remuneration and Nomination Committee members | For | Pass | |
| Special Resolution | 3.8 | Directors remuneration | Approval of Non-Executive Directors remuneration: Social and Ethics Committee Chairperson | For | Pass | |
| Special Resolution | 3.9 | Directors remuneration | Approval of Non-Executive Directors remuneration: Social and Ethics Committee members | For | Pass | |
| Special Resolution | 3.1 | Directors remuneration | Approval of Non-Executive Directors remuneration: Risk Committee Chairperson | For | Pass | |
| Special Resolution | 3.11 | Directors remuneration | Approval of Non-Executive Directors remuneration: Risk Committee members | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-election of Ms HH Hickey as a director | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-election of Mr TI Mvusi as a director | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-election of Mr GT Lewis as a director | For | Withdrawn | |
| Ordinary Resolution | 1.4 | Election of directors | Election of Mr WA Hanekom as a director | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Re-appointment of PricewaterhouseCoopers Incorporated (with the designated external audit partner being Mr AJ Rossouw CA SA) as the independent external auditors of the group | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of Ms HH Hickey as a member of the audit and risk committee, subject to her re-election as a director pursuant to ordinary resolution number 1.1 | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election of Dr NY Jekwa as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of Mr WA Hanekom as a member of the audit and risk committee, subject to his election as director subject to ordinary resolution number 1.4 | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of Ms TE Kgosi as a member of the social, ethics, human resources and transformation committee | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of Dr NY Jekwa as a member of the social, ethics, human resources and transformation committee | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of Mrs G Wildschutt as a member of the social, ethics, human resources and transformation committee | For | Pass | |
| Ordinary Resolution | 5.1 | Remuneration policy | Non-binding endorsement of the groups remuneration policy | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Pass |
| Ordinary Resolution | 5.2 | Remuneration policy | Non-binding endorsement of the groups remuneration implementation report | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Approval of financial assistance in terms of section 44 of the Companies Act | For | Pass | |
| Special Resolution | 3 | Share buy backs | Approval of general authority to repurchase issued shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | To elect Dr Jacobus Johannes (Kobus) Sieberhagen as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | To re-elect Mr Paul Cambo Baloyi as an independent non-executive director and Chair | For | Withdrawn | |
| Ordinary Resolution | 2.2 | Election of directors | To re-elect Prof Stephen Craig Jurisich as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | To re-elect Mr David James Park as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3.1 | Appointment of auditors | To re-appoint Ernst & Young Inc. as joint independent auditors of the Company, with Mr Christo du Toit as the designated audit partner, for the ensuing year | For | Pass | |
| Ordinary Resolution | 3.2 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. as joint independent auditors of the Company, with Ms Dilshad Khalfey as the designated audit partner, for the ensuing year | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | To re-appoint Ms Linda de Beer to serve as a member and Chair of the Audit Committee | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | To re-appoint Mr Nigel John Dunkley to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | To re-appoint Mr Thanaseelan (Seelan) Gobalsamy to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | To re-appoint Mr David James Park to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 4.5 | Election of directors | To re-appoint Mr Devrajh Tyrone Soondarjee to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | To re-appoint Ms Linda de Beer, independent non-executive director, as a member and Chair of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | To re-appoint Dr Ann Frances (Frannie) Leautier, independent non-executive director, as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | To re-appoint Ms Jeanette Christina Marais, executive ? Group Chief Executive Officer, as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | To re-appoint Mr Phillip Matlakala, independent non-executive director, as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 5.5 | Election of directors | To re-appoint Mr David James Park, independent non-executive director, as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 5.6 | Election of directors | To re-appoint Ms Sharoda Rapeti, independent non-executive director, as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 5.7 | Election of directors | To re-appoint Mr Devrajh Tyrone Soondarjee, independent non-executive director, as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 6 | Other | Authorisation for a director or Group company secretary of the Company to implement resolutions | For | Pass | |
| Other | 7 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the Company | For | Pass | |
| Other | 8 | Remuneration policy | Non-binding advisory vote on the Implementation Report as set out in the Remuneration Report of the Company | For | Pass | |
| Special Resolution | 9 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 10 | Loan/financial assistance | General authority to provide financial assistance to subsidiaries and other related and interrelated entities in terms of sections 44 and 45 of the Companies Act | For | Pass | |
| Special Resolution | 11.1 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Board Chair (as an all-inclusive fee) | For | Pass | |
| Special Resolution | 11.2 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Non-executive director (no change) | For | Pass | |
| Special Resolution | 11.3 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Actuarial Committee Chair | For | Pass | |
| Special Resolution | 11.4 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Actuarial Committee member | For | Pass | |
| Special Resolution | 11.5 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Audit Committee Chair | For | Pass | |
| Special Resolution | 11.6 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Audit Committee member | For | Pass | |
| Special Resolution | 11.7 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Fair Practices Committee Chair | For | Pass | |
| Special Resolution | 11.8 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Fair Practices Committee member | For | Pass | |
| Special Resolution | 11.9 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Investments Committee Chair | For | Pass | |
| Special Resolution | 11.1 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Investments Committee member | For | Pass | |
| Special Resolution | 11.11 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Nominations Committee Chair | For | Pass | |
| Special Resolution | 11.12 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Nominations Committee member | For | Pass | |
| Special Resolution | 11.13 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Remuneration Committee Chair | For | Pass | |
| Special Resolution | 11.14 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Remuneration Committee member | For | Pass | |
| Special Resolution | 11.15 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Risk, Capital and Compliance Committee Chair | For | Pass | |
| Special Resolution | 11.16 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Risk, Capital and Compliance Committee member | For | Pass | |
| Special Resolution | 11.17 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Social, Ethics and Transformation Committee Chair | For | Pass | |
| Special Resolution | 11.18 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Social, Ethics and Transformation Committee member | For | Pass | |
| Special Resolution | 11.19 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Ad hoc fee per hour | For | Pass | |
| Special Resolution | 11.2 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2026 for a period of 12 months or until voted by the shareholders: Permanent invitee ? the fee will be the membership fee of the committee that the invitee sits on | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Reappointment of independent external audit firm and individual auditor. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Confirmation of the appointment of S Totaram as director, made by the companys board. | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Re-election of directors who retire by rotation - SH Muller. | Against | Tenure too long, 13 years, according to King. | Pass |
| Ordinary Resolution | 3.2 | Election of directors | Re-election of directors who retire by rotation - KT Hopkins. | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election and re-election of audit and risk committee members - KT Hopkins. | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election and re-election of audit and risk committee members - Z Fuphe. | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election and re-election of audit and risk committee members - S Totaram. | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of sustainability, social and ethics committee members - Z Fuphe. | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of sustainability, social and ethics committee members - SN Maseko. | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of sustainability, social and ethics committee members - FH Olivier. | For | Pass | |
| Ordinary Resolution | 6.1 | Remuneration policy | Non-binding advisory votes to endorse KAPs - Remuneration policy. | Against | Absolute levels of Remuneration is way too high. Relative to the size of the company and performance. | Pass |
| Ordinary Resolution | 6.2 | Remuneration policy | Non-binding advisory votes to endorse KAPs - Implementation report on the remuneration policy. | Against | Absolute levels of Remuneration is way too high. Relative to the size of the company and performance. | Pass |
| Ordinary Resolution | 7 | Other | Ratification of transactions relating to personal financial interest arising from the executive directors multiple intergroup directorships. | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Approval of fees payable to non-executive directors - Independent non-executive chairperson. | For | Pass | |
| Special Resolution | 1.2 | Directors remuneration | Approval of fees payable to non-executive directors - Lead independent non-executive director. | For | Pass | |
| Special Resolution | 1.3 | Directors remuneration | Approval of fees payable to non-executive directors - Board member. | For | Pass | |
| Special Resolution | 1.4 | Directors remuneration | Approval of fees payable to non-executive directors - Audit and risk committee chairperson. | For | Pass | |
| Special Resolution | 1.5 | Directors remuneration | Approval of fees payable to non-executive directors - Audit and risk committee member. | For | Pass | |
| Special Resolution | 1.6 | Directors remuneration | Approval of fees payable to non-executive directors - Human capital and remuneration committee chairperson. | For | Pass | |
| Special Resolution | 1.7 | Directors remuneration | Approval of fees payable to non-executive directors - Human capital and remuneration committee member. | For | Pass | |
| Special Resolution | 1.8 | Directors remuneration | Approval of fees payable to non-executive directors - Sustainability, social and ethics committee chairperson. | For | Pass | |
| Special Resolution | 1.9 | Directors remuneration | Approval of fees payable to non-executive directors - Sustainability, social and ethics committee member. | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Approval of fees payable to non-executive directors - Nomination committee chairperson. | For | Pass | |
| Special Resolution | 1.11 | Directors remuneration | Approval of fees payable to non-executive directors - Nomination committee member. | For | Pass | |
| Special Resolution | 1.12 | Directors remuneration | Approval of fees payable to non-executive directors - Investment committee chairperson. | For | Pass | |
| Special Resolution | 1.13 | Directors remuneration | Approval of fees payable to non-executive directors - Investment committee member. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance for subscription of securities. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance to related and interrelated companies. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of external auditors | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Re-election of directors: Dawn Earp | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of directors: Mametja Moshe | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Appointment of members of the audit and risk committee: Dawn Earp | Against | Concerns around independence | Pass |
| Ordinary Resolution | 3.2 | Election of directors | Appointment of members of the audit and risk committee: Ralph Havenstein | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Appointment of members of the audit and risk committee: Mametja Moshe | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Appointment of members of the audit and risk committee: Preston Speckmann | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Appointment of members of the social, transformation and remuneration committee: Noluthando (Thandi) Orleyn | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Appointment of members of the social, transformation and remuneration committee: Bernard Swanepoel | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Appointment of members of the social, transformation and remuneration committee: Preston Speckmann | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Appointment of members of the social, transformation and remuneration committee: Boitumelo Koshane | For | Pass | |
| Ordinary Resolution | 5 | Issuance of shares | General authority to issue authorised but unissued shares for cash | Against | Exposes shareholders to potential dilution | Pass |
| Ordinary Resolution | 6 | Other | Directors authority to implement special and ordinary resolutions | For | Pass | |
| Other | 7.1 | Remuneration policy | Non-binding advisory vote - Endorsement of the Company's remuneration policy | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Pass |
| Other | 7.2 | Remuneration policy | Non-binding advisory vote - Endorsement of the Company's remuneration implementation report | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Pass |
| Special Resolution | 1.1 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of the chairman of the board | For | Pass | |
| Special Resolution | 1.2 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of the Lead Independent Director | For | Pass | |
| Special Resolution | 1.3 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of non-executive directors | For | Pass | |
| Special Resolution | 1.4 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of audit and risk committee chairman | For | Pass | |
| Special Resolution | 1.5 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of audit and risk committee member | For | Pass | |
| Special Resolution | 1.6 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of social, transformation and remuneration committee chairman | For | Pass | |
| Special Resolution | 1.7 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Social, transformation and remuneration committee member | For | Pass | |
| Special Resolution | 1.8 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of nomination, governance and ethics committee chairman | For | Pass | |
| Special Resolution | 1.9 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of nomination, governance and ethics committee member | For | Pass | |
| Special Resolution | 1.10 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of health, safety and environment committee chairman | For | Pass | |
| Special Resolution | 1.11 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of health, safety and environment committee members | For | Pass | |
| Special Resolution | 1.12 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of strategy and investment committee chairman | For | Pass | |
| Special Resolution | 1.13 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of strategy and investment committee member | For | Pass | |
| Special Resolution | 1.14 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration for ad hoc fees per additional board or committee meeting | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Authority to provide financial assistance | For | Pass | |
| Special Resolution | 3 | Share buy backs | Repurchase of Company shares by Company or subsidiary | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-Election of directors: Bernadette Mzobe | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-Election of directors: Richard Inskip | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-Election of directors: Zuleka Jasper | For | Pass | |
| Ordinary Resolution | 1.4 | Election of directors | Re-Election of directors: Morne Wilken | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Appointment of the members of the Audit and Risk Committee: Zuleka Jasper (chairman) | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Appointment of the members of the Audit and Risk Committee: Reeza Isaacs | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Appointment of the members of the Audit and Risk Committee: Annabel Dallamore | For | Pass | |
| Ordinary Resolution | 3 | Appointment of auditors | Re-appointment of the External Auditor | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of the members of the Social, Ethics and Sustainability Committee: Bernadette Mzobe (chairman) | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of the members of the Social, Ethics and Sustainability Committee: Loyiso Dotwana | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of the members of the Social, Ethics and Sustainability Committee: Zuleka Jasper | For | Pass | |
| Ordinary Resolution | 5 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 6 | Remuneration policy | Non-binding advisory vote: Endorsement of the remuneration policy | Abstain | Quantum was fine but some minor concerns | Pass |
| Ordinary Resolution | 7 | Remuneration policy | Non-binding advisory vote: Endorsement of the Remuneration Implementation Report | Abstain | Quantum was fine but some minor concerns | Pass |
| Ordinary Resolution | 8 | Other | Signature of documentation | For | Pass | |
| Special Resolution | 1 | Share buy backs | Share repurchases | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to related and inter-related parties | Abstain | Financial assistance will be used in day-to-day operations, but some concern with the fact that it has already been breached | Pass |
| Special Resolution | 3 | Other | Increase of authorised share capital of the Company and amendment of the MOI | For | Pass | |
| Special Resolution | 4.1 | Directors remuneration | Approval of non-executive directors fees: Board chairman | For | Pass | |
| Special Resolution | 4.2 | Directors remuneration | Approval of non-executive directors fees: Lead Independent director | For | Pass | |
| Special Resolution | 4.3 | Directors remuneration | Approval of non-executive directors fees: Non-executive directors | For | Pass | |
| Special Resolution | 4.4 | Directors remuneration | Approval of non-executive directors fees: Audit and Risk committee chairman | For | Pass | |
| Special Resolution | 4.5 | Directors remuneration | Approval of non-executive directors fees: Audit and Risk Committee member | For | Pass | |
| Special Resolution | 4.6 | Directors remuneration | Approval of non-executive directors fees: Audit and Risk committee attendee (per meeting) | For | Pass | |
| Special Resolution | 4.7 | Directors remuneration | Approval of non-executive directors fees: Remuneration Committee chairman | For | Pass | |
| Special Resolution | 4.8 | Directors remuneration | Approval of non-executive directors fees: Remuneration Committee member | For | Pass | |
| Special Resolution | 4.9 | Directors remuneration | Approval of non-executive directors fees: Nomination Committee chairman | For | Pass | |
| Special Resolution | 4.1 | Directors remuneration | Approval of non-executive directors fees: Nomination Committee member | For | Pass | |
| Special Resolution | 4.11 | Directors remuneration | Approval of non-executive directors fees: Social, Ethics and Sustainability Committee chairman | For | Pass | |
| Special Resolution | 4.12 | Directors remuneration | Approval of non-executive directors fees: Social, Ethics and Sustainability Committee member | For | Pass | |
| Special Resolution | 4.13 | Directors remuneration | Approval of non-executive directors fees: Social, Ethics and Sustainability Committee attendee (per meeting) | For | Pass | |
| Special Resolution | 4.14 | Directors remuneration | Approval of non-executive directors fees: Investment Committee chairman | For | Pass | |
| Special Resolution | 4.15 | Directors remuneration | Approval of non-executive directors fees: Investment Committee member | For | Pass | |
| Special Resolution | 4.16 | Directors remuneration | Approval of non-executive directors fees: Investment Committee chairman (per meeting) | For | Pass | |
| Special Resolution | 4.17 | Directors remuneration | Approval of non-executive directors fees: Investment Committee member (per meeting) | For | Pass | |
| Special Resolution | 4.18 | Directors remuneration | Approval of non-executive directors fees: Ad-hoc meeting fee (per meeting) | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To elect Beyers Nel as a director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To elect Zanele Matlala as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To elect Mametja Moshe as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To elect Mangisi Gule as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To elect Frans Faan Lombard as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Given Sibiya as a director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Martin Prinsloo as a director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Bongani Nqwababa as a director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To elect Zanele Matlala as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To elect Mametja Moshe as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To elect Frans Faan Lombard as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Given Sibiya as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To re-elect Martin Prinsloo as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | To re-elect Bongani Nqwababa as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | To elect Zanele Matlala as a member of the social and ethics committee. | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | To elect Mametja Moshe as a member of the social and ethics committee. | For | Pass | |
| Ordinary Resolution | 17 | Election of directors | To elect Given Sibiya as a member of the social and ethics committee. | For | Pass | |
| Ordinary Resolution | 18 | Election of directors | To elect Dr Mavuso Msimang as a member of the social and ethics committee. | For | Pass | |
| Ordinary Resolution | 19 | Election of directors | To elect Karabo Nondumo as a member of the social and ethics committee. | For | Pass | |
| Ordinary Resolution | 20 | Appointment of auditors | To re-appoint the external auditors. | For | Pass | |
| Ordinary Resolution | 21 | Remuneration policy | Non-binding advisory vote - To approve the remuneration policy. | Against | Disclosure concerns (mainly on targets when it comes to financial and operational KPIs). MSR too low to adequately protect shareholders, in our opinion, and period to achieve MSR not enforced. Non-financial KPIs disclosed but we question the levels at which some targets are set and whether they can be effective in driving sustainable change | Pass |
| Ordinary Resolution | 22 | Remuneration policy | Non-binding advisory vote - To approve the implementation report. | Against | TSR versus JSE-listed gold comparators and TSR versus FTSE gold mines disclosure on performance outcomes and targets is inadequate as we cannot evaluate how company performed against index– problematic, given high weighting. In our view, gaps in disclosure make it difficult to ascertain that remuneration practices (implementation) align with policy | Pass |
| Ordinary Resolution | 23 | Issuance of shares | To approve a general authority to issue shares for cash. | Against | dilution, concerns regarding M&A at these levels if the purpose if for M&A | Pass |
| Special Resolution | 1 | Loan/financial assistance | Approval of financial assistance in terms of section 45 of the Act. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Pre-approval of non-executive directors remuneration. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1.1 | Election of directors | Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election - Mr FM Berkeley | For | Pass | |
| Ordinary Resolution | 1.1.2 | Election of directors | Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election - Mrs EA Wilton | For | Pass | |
| Ordinary Resolution | 1.2.1 | Election of directors | Election of Audit Committee members - Mr M Hamman, as committee Chairman | For | Pass | |
| Ordinary Resolution | 1.2.2 | Election of directors | Election of Audit Committee members - Mr FM Berkeley, subject to the passing of resolution 1.1.1 | For | Pass | |
| Ordinary Resolution | 1.2.3 | Election of directors | Election of Audit Committee members - Mr AH Sangqu | For | Pass | |
| Ordinary Resolution | 1.3 | Appointment of auditors | Re-appointment of Ernst and Young (EY) as the external auditor of the company | For | Pass | |
| Ordinary Resolution | 1.4.1 | Remuneration policy | Advisory, non-binding approval of the remuneration policy and implementation report - Advisory, non-binding approval of remuneration policy | Against | Structures concerning | Pass |
| Ordinary Resolution | 1.4.2 | Remuneration policy | Advisory, non-binding approval of the remuneration policy and implementation report - Advisory, non-binding approval of remuneration policy implementation | Against | Unacceptably poor disclosure in implementation report | Pass |
| Ordinary Resolution | 1.5 | Shares under director control | To place the unissued authorised ordinary shares of the company under the control of the Directors | Against | No reasons provided | Pass |
| Ordinary Resolution | 1.6 | Issuance of shares | Specific and exclusive authority to issue shares to afford shareholders distribution re-investment alternatives | For | Pass | |
| Ordinary Resolution | 1.7 | Issuance of shares | General but restricted authority to issue ordinary shares for cash | Against | Dilution from discount to NAV | Pass |
| Ordinary Resolution | 1.8.1 | Election of directors | Election of Social, Ethics and Transformation (SET) Committee members - Mr AH Sangqu, as committee Chairman | For | Pass | |
| Ordinary Resolution | 1.8.2 | Election of directors | Election of Social, Ethics and Transformation (SET) Committee members - Mr CD Raphiri | For | Pass | |
| Ordinary Resolution | 1.8.3 | Election of directors | Election of Social, Ethics and Transformation (SET) Committee members - Mrs EA Wilton, subject to the passing of resolution 1.1.2 | For | Pass | |
| Ordinary Resolution | 1.9 | Accept Financial Statements and Statutory Reports | To receive and accept the report of the SET Committee | For | Pass | |
| Special Resolution | 2.1 | Directors remuneration | Non-executive Directors fees for the financial year ending 30 June 2026 | For | Pass | |
| Special Resolution | 2.2 | Loan/financial assistance | Financial assistance in terms of section 44 of the Companies Act | For | Pass | |
| Special Resolution | 2.3 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 2.4 | Share buy backs | Authority to repurchase ordinary shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-election of directors of the company by way of separate resolutions - PD Naidoo. | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-election of directors of the company by way of separate resolutions - TC Isaacs. | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-election of directors of the company by way of separate resolutions - Dr SP Sibisi. | For | Pass | |
| Ordinary Resolution | 2.1 | Appointment of auditors | Appointment, reappointment of external auditors - Appointment of KPMG Inc. as external auditor. | For | Pass | |
| Ordinary Resolution | 2.2 | Appointment of auditors | Appointment, reappointment of external auditors - Reappointment of Ernst and Young Inc. as external auditor. | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election, re-election of audit committee members by way of separate resolutions - Election of TC Isaacs. | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election, re-election of audit committee members by way of separate resolutions - Election of Z Roscherr. | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election, re-election of audit committee members by way of separate resolutions - Re-election of LL von Zeuner. | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election, re-election of audit committee members by way of separate resolutions - Re-election of T Winterboer. | For | Pass | |
| Ordinary Resolution | 3.5 | Election of directors | Election, re-election of audit committee members by way of separate resolutions - Re-election of PJ Makosholo. | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of social, ethics and transformation committee members by way of separate resolutions - Election of PD Naidoo. | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of social, ethics and transformation committee members by way of separate resolutions - Election of TC Isaacs. | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of social, ethics and transformation committee members by way of separate resolutions - Election of LL von Zeuner. | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Election of social, ethics and transformation committee members by way of separate resolutions - Election of Dr SP Sibisi. | For | Pass | |
| Ordinary Resolution | 5 | Issuance of shares | General authority to issue authorised but unissued ordinary shares for cash. | For | Pass | |
| Ordinary Resolution | 6 | Other | Signing authority to director and or group company secretary. | For | Pass | |
| Other | 1 | Remuneration policy | Advisory endorsement on a non-binding basis for the remuneration policy. | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Pass |
| Other | 2 | Remuneration policy | Advisory endorsement on a non-binding basis for the remuneration implementation report. | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Fail |
| Special Resolution | 1 | Share buy backs | General authority to repurchase ordinary shares. | For | Pass | |
| Special Resolution | 2.1 | Loan/financial assistance | Financial assistance to directors and prescribed officers as employee share scheme beneficiaries. | For | Pass | |
| Special Resolution | 2.2 | Loan/financial assistance | Financial assistance to related and interrelated entities. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of Non-executive Directors. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Confirmation of appointment and election of Sharron Venessa Naidoo as a director | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Re-election of Steven Brown as a director | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of Edwin Oblowitz as a director | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Re-election of Moshiko Caswell Ramokgadi Rampheri as a director | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Re-election of Susan Melanie Ludolph as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Re-election of Jonathon Wade Hillary as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Re-election of Edwin Oblowitz as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election of Sharron Venessa Naidoo as a member of the audit committee | Against | Lack of independence | Pass |
| Ordinary Resolution | 4.1 | Election of directors | Election of Thavanesan Chetty as a member of the social, ethics and sustainability committee | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of Susan Melanie Ludolph as a member of the social, ethics and sustainability committee | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of Sipho Vuso Majija as a member of the social, ethics and sustainability committee | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Election of Nonhlanhla Mayisela as a member of the social, ethics and sustainability committee | For | Pass | |
| Ordinary Resolution | 4.5 | Election of directors | Election of Moshiko Caswell Ramokgadi Rampheri as a member of the social, ethics and sustainability committee | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Reappointment of KPMG as auditor of the group with Roxanne Solomon being the designated audit partner | For | Pass | |
| Ordinary Resolution | 6 | Issuance of shares | General authority to issue shares for cash | Against | Dilutive to current shareholders | Pass |
| Ordinary Resolution | 7.1 | Share option scheme | Amendments to the rules of the 2019 Fortress Real Estate Investments Limited CSP to increase the overall CSP limit and individual limit | Against | Appears excessive | Fail |
| Ordinary Resolution | 7.2 | Share option scheme | Various additional amendments to the rules of the 2019 Fortress Real Estate Investments Limited CSP | For | Pass | |
| Ordinary Resolution | 8 | Other | Authority for directors or the company secretary to implement resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Non binding advisory vote: Approval of the remuneration policy | Against | Ecessive discretion in sustainability metrics, and matching share scheme amounts to remuneration for ongoing employment | Fail |
| Other | 2 | Remuneration policy | Non binding advisory vote: Approval of the remuneration implementation report | Against | Ecessive discretion in sustainability metrics, and matching share scheme amounts to remuneration for ongoing employment | Fail |
| Special Resolution | 1 | Loan/financial assistance | Approval of financial assistance to related or interrelated companies | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Approval of financial assistance in terms of section 44 of the Companies Act | Against | Insufficient detail | Pass |
| Special Resolution | 3 | Share buy backs | Approval of the repurchase of shares | For | Pass | |
| Special Resolution | 4 | Share buy backs | Repurchase and cancellation of FFB shares from wholly owned subsidiaries | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of non executive directors remuneration for their services as directors | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Authorising directors to determine non executive directors additional special payments | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Appointment of auditors | Re-appointment of joint external independent auditors - Re-appointment of KPMG as joint independent external auditors | For | Pass | |
| Ordinary Resolution | 1.2 | Appointment of auditors | Re-appointment of joint external independent auditors - Re-appointment of Deloitte as joint independent external auditors | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Election of Directors - Ms Nolitha Fakude | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of Directors - Ms Lisa Chiume | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Re-election of Directors - Mr Richard Farber | For | Pass | |
| Ordinary Resolution | 2.4 | Election of directors | Re-election of Directors - Ms Faith Khanyile | For | Pass | |
| Ordinary Resolution | 2.5 | Election of directors | Re-election of Directors - Ms Christine Ramon | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of members of the Audit Committee - Mr David Macready (Chairperson) | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election of members of the Audit Committee - Ms Lisa Chiume | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of members of the Audit Committee - Ms Monhla Hlahla | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election of members of the Audit Committee - Ms Christine Ramon | For | Pass | |
| Ordinary Resolution | 3.5 | Election of directors | Election of members of the Audit Committee - Ms Marquerithe Schreuder | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of members of the Social and Ethics Committee - Ms Faith Khanyile (Chairperson) | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of members of the Social and Ethics Committee - Ms Monhla Hlahla | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of members of the Social and Ethics Committee - Ms Christine Ramon | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Election of members of the Social and Ethics Committee - Ms Nolitha Fakude | For | Pass | |
| Ordinary Resolution | 4.5 | Election of directors | Election of members of the Social and Ethics Committee - Dr Ayanda Ntsaluba | For | Pass | |
| Ordinary Resolution | 4.6 | Election of directors | Election of members of the Social and Ethics Committee - Ms Zimkhitha Saungweme | For | Pass | |
| Ordinary Resolution | 5.1 | Issuance of shares | General Authority to issue preference shares - General authority to directors to allot and issue A Preference Shares | For | Pass | |
| Ordinary Resolution | 5.2 | Issuance of shares | General Authority to issue preference shares - General authority to directors to allot and issue B Preference Shares | For | Pass | |
| Ordinary Resolution | 5.3 | Issuance of shares | General Authority to issue preference shares - General authority to directors to allot and issue C Preference Shares | For | Pass | |
| Ordinary Resolution | 6 | Other | Directors authority to take all such actions necessary to implement the aforesaid ordinary resolutions and the special resolutions passed at the AGM. | For | Pass | |
| Other | 1.1 | Remuneration policy | Advisory endorsement of the remuneration policy and implementation report - Non-binding advisory vote on the remuneration policy | Against | Lack of disclosure on non-financial targets and personal KPIs makes it difficult to assess reasonableness of remuneration. | Pass |
| Other | 1.2 | Remuneration policy | Advisory endorsement of the remuneration policy and implementation report - Non-binding advisory vote on the implementation of the remuneration policy | Against | Lack of disclosure on non-financial targets and personal KPIs makes it difficult to assess reasonableness of remuneration. | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of Non-executive Directors remuneration ? 2025-26 | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Authority to provide financial assistance in terms of section 44 of the Companies Act | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | Authority to provide financial assistance in terms of section 45 of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Reappointment of external auditor | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Directorate - T Abdool-Samad | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Directorate - B Joffe | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Directorate - KR Moloko | For | Pass | |
| Ordinary Resolution | 2.4 | Election of directors | Directorate - CJ Rosenberg | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of audit and risk committee members - H Wiseman | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election of audit and risk committee members - T Abdool-Samad | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of audit and risk committee members - PC Baloyi | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election of audit and risk committee members - KR Moloko | For | Pass | |
| Ordinary Resolution | 3.5 | Election of directors | Election of audit and risk committee members - NG Payne | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of environmental, social and ethics committee members - T Abdool-Samad | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of environmental, social and ethics committee members - BL Berson | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of environmental, social and ethics committee members - KR Moloko | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Election of environmental, social and ethics committee members - NG Payne | For | Pass | |
| Ordinary Resolution | 4.5 | Election of directors | Election of environmental, social and ethics committee members - H Wiseman | For | Pass | |
| Ordinary Resolution | 5.1 | Remuneration policy | Endorsement of Bidcorps remuneration policy - Remuneration policy | For | Pass | |
| Ordinary Resolution | 5.2 | Remuneration policy | Endorsement of Bidcorps remuneration policy - Implementation of remuneration policy | For | Pass | |
| Ordinary Resolution | 6 | Issuance of shares | General authority to directors to allot and issue authorised but unissued ordinary shares | For | Pass | |
| Ordinary Resolution | 7 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 8 | Dividend related | Payment of dividend by way of pro rata reduction of stated capital | For | Pass | |
| Ordinary Resolution | 9 | Other | Creation and issue of convertible debentures | For | Pass | |
| Ordinary Resolution | 10 | Other | Directors authority to implement special and ordinary resolutions | For | Pass | |
| Special Resolution | 1 | Share buy backs | General authority to acquire (repurchase) shares | For | Pass | |
| Special Resolution | 12.1 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Chairman | For | Pass | |
| Special Resolution | 12.2 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Lead independent non-executive director | For | Pass | |
| Special Resolution | 12.3 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Non-executive directors | For | Pass | |
| Special Resolution | 12.4 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Audit and risk committee chairman | For | Pass | |
| Special Resolution | 12.5 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Audit and risk committee member | For | Pass | |
| Special Resolution | 12.6 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Remuneration committee chairman | For | Pass | |
| Special Resolution | 12.7 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Remuneration committee member | For | Pass | |
| Special Resolution | 12.8 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Nominations committee chairman | For | Pass | |
| Special Resolution | 12.9 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Nominations committee member | For | Pass | |
| Special Resolution | 12.10 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Acquisitions committee chairman | For | Pass | |
| Special Resolution | 12.11 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Acquisitions committee member | For | Pass | |
| Special Resolution | 12.12 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Environmental, social and ethics committee chairman | For | Pass | |
| Special Resolution | 12.13 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Environmental, social and ethics committee member | For | Pass | |
| Special Resolution | 12.14 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Ad hoc meeting | For | Pass | |
| Special Resolution | 12.15 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2026 - Travel per meeting cycle | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of the financial statements for the year ended 30 June 2025 | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Appointment of Ernst and Young Inc. as the external auditors of the Company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr SG Robinson as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Mr M Koursaris as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Ms MR Mouyeme as a director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment of Mr SG Robinson as a member and Chairman of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of Ms MR Mouyeme as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of Mrs A Muller as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of Mrs A Muller as a member and Chairman of the Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Appointment of Mr MJ Watters as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Appointment of Ms MR Mouyeme as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 25 | Remuneration policy | Non-binding advisory vote - To endorse the remuneration policy | For | Pass | |
| Ordinary Resolution | 26 | Remuneration policy | Non-binding advisory vote - To endorse the implementation report | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Increase in fees payable to non-executive directors, excluding the Chairman of the Board | For | Pass | |
| Special Resolution | 13 | Directors remuneration | increase in fees payable to the Chairman of the Board | For | Pass | |
| Special Resolution | 14 | Directors remuneration | increase in fees payable to members of the Remuneration, Nomination and Appointments Committee | For | Pass | |
| Special Resolution | 15 | Directors remuneration | Increase in fees payable to members of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 16 | Directors remuneration | Increase in fees payable to non-executive members of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 17 | Directors remuneration | increase in fees payable to Chairman of the Remuneration, Nomination and Appointments Committee | For | Pass | |
| Special Resolution | 18 | Directors remuneration | Increase in fees payable to Chairman of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 19 | Directors remuneration | Increase in fees payable to Chairman of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 20 | Directors remuneration | Increase in fees payable to the Chairman of the Board, should the Chairman be a foreign non?executive director | For | Pass | |
| Special Resolution | 21 | Directors remuneration | Increase in fees payable to the members of the Audit and Risk Committee, should the member be a foreign non-executive director | For | Pass | |
| Special Resolution | 22 | Directors remuneration | Increase in fees payable to the members of the Remuneration, Nominations and Appointments Committee, should the member be a foreign non- executive director | For | Pass | |
| Special Resolution | 23 | Directors remuneration | Increase in fees payable to the members of the Social and Ethics Committee, should the member be a foreign non-executive director | For | Pass | |
| Special Resolution | 24 | Share buy backs | General authority to buy-back shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Confirmation of appointment as director: To confirm the appointment of Ms K Joubert, as director with effect from 1 May 2025. | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Confirmation of re-appointment of external auditors: Confirmation of the appointment of Ernst and Young, as independent auditors, with Philippus Grobbelaar as the engagement partner on the audit. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Not filling a vacancy created by the retirement of P Tredoux: To confirm that the vacancy created by the resignation of Mr P Tredoux who retires by rotation in terms of Attacqs MOI (retiring by rotation) is not filled. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of retiring director: The re-election Ms FFT De Buck who retires by rotation in terms of Attacqs MOI. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of retiring director: The re-election of Mr GT Rohde who retires by rotation in terms of Attacqs MOI. | For | Pass | |
| Ordinary Resolution | 6.1 | Election of directors | Re-appointment to audit and risk committee: To confirm the re-appointment of independent non-executive director, Mr AE Swiegers, as member and chairperson of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 6.2 | Election of directors | Re-appointment to audit and risk committee: To confirm the re-appointment of independent non-executive director, Ms HR El Haimer as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 6.3 | Election of directors | Re-appointment to audit and risk committee: Subject to ordinary resolution number 4, to confirm the appointment of independent non-executive director, Ms FFT De Buck, as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 6.4 | Election of directors | Appointment to audit and risk committee: To confirm the appointment of independent non-executive director, Mr TP Leeuw, as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 7.1 | Election of directors | Appointment of Ms HR El Haimer as member and chairperson of the transformation, social and ethics committee: To confirm the appointment of independent non-executive director, Ms HR El Haimer, as member and chairperson of the transformation, social and ethics committee. | For | Pass | |
| Ordinary Resolution | 7.2 | Election of directors | Appointment of Ms IN Mkhari as member of the transformation, social and ethics committee: To confirm the appointment of independent non-executive director, Ms IN Mkhari, as member of the transformation, social and ethics committee. | For | Pass | |
| Ordinary Resolution | 7.3 | Election of directors | Appointment of Mr GT Rohde as member of the transformation, social and ethics committee: Subject to ordinary resolution number 5, to confirm the appointment of independent non-executive director, Mr GT Rohde, as member of the transformation, social and ethics committee. | For | Pass | |
| Ordinary Resolution | 8 | Shares under director control | General authority to place unissued shares under the control of the directors: Place authority for 10 percent (ten percent) of the issued shares to be placed under the control of the directors. | For | Pass | |
| Ordinary Resolution | 10 | Issuance of shares | Specific authority to issue shares pursuant to a re-investment option: Authorise directors to allot and issue shares for the exclusive purpose of affording shareholders opportunity to reinvest their distributions in new shares. | For | Pass | |
| Ordinary Resolution | 11 | Other | Authorisation to sign documents giving effect to approved resolutions: Authorise any one director or the company secretary to do all things and sign all documents and take all such action as consider necessary to implement the resolutions. | For | Pass | |
| Ordinary Resolution | 12.1 | Remuneration policy | Non-binding advisory vote to support the remuneration policy: Confirm support for the groups remuneration policy. | Against | Metrics stretched | Pass |
| Ordinary Resolution | 12.2 | Remuneration policy | Non-binding advisory vote to support the remuneration implementation report: Confirm support for the groups remuneration implementation policy. | Against | Metrics stretched | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors fees 2025 - 2026: Approve the basis for compensation of non-executive directors and annual fees payable. | Against | We propose attendance is included in metrics | Pass |
| Special Resolution | 2.1 | Loan/financial assistance | Financial assistance in terms of section 44 of the Companies Act: Authorise the directors to provide financial assistance to related or inter-related company in terms of section 44. | For | Pass | |
| Special Resolution | 2.2 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act: Authorise the directors to provide financial assistance to related or inter-related company in terms of section 45. | For | Pass | |
| Special Resolution | 3 | Issuance of shares | Allotment and issue of shares to employees of Attacq under the Attacq longterm incentive plan: Authorise the company to allot and issue shares to employees under the long-term incentive plan. | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority for an acquisition of shares issued by the company: Authorise directors to approve the repurchase of ordinary shares issued. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Presentation and adoption of Annual Financial Statements | For | Pass | |
| Ordinary Resolution | 2 | Accept Financial Statements and Statutory Reports | Presentation and noting of the Social and Ethics Committee Report | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Re-election of directors: Kuseni Dlamini | Against | Concerns around independence | Pass |
| Ordinary Resolution | 3.2 | Election of directors | Re-election of directors: Ben Kruger | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Re-election of directors: Themba Mkhwanazi | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Re-election of directors: David Redfern | Against | Concerns around independence | Pass |
| Ordinary Resolution | 4 | Appointment of auditors | Re-appointment of independent external auditors | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of Audit and Risk Committee members: Ben Kruger | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of Audit and Risk Committee members: Linda de Beer | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of Audit and Risk Committee members: Neo Dongwana | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | election of Audit and Risk Committee members: Yvonne Muthien | Against | Mrs Muthien has experience in HR which is not suited for an audit committee. | Pass |
| Ordinary Resolution | 6.1 | Election of directors | Election of Social and Ethics Committee members: Yvonne Muthien | For | Pass | |
| Ordinary Resolution | 6.2 | Election of directors | Election of Social and Ethics Committee members: Kuseni Dlamini | For | Pass | |
| Ordinary Resolution | 6.3 | Election of directors | Election of Social and Ethics Committee members: Ben Kruger | For | Pass | |
| Ordinary Resolution | 6.4 | Election of directors | Election of Social and Ethics Committee members: Reginald Haman | For | Pass | |
| Ordinary Resolution | 7 | Shares under director control | Place unissued shares under the control of directors | For | Pass | |
| Ordinary Resolution | 8 | Issuance of shares | General but restricted authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 9 | Other | Authorisation for an Executive director to sign necessary documents | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory resolution: Remuneration policy | Against | Peer companies not disclosed. Poor disclosure of Non-financial KPI's and personal KPIs. Vesting % for on-target performance is not disclosed. ESG targets not disclosed. | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory resolution: Remuneration implementation report | Against | Peer companies not disclosed. Poor disclosure of Non-financial KPI's and personal KPIs. Vesting % for on-target performance is not disclosed. ESG targets not disclosed. | Pass |
| Special Resolution | 1.1(a) | Directors remuneration | Remuneration of Non executive directors: Board Chair | For | Pass | |
| Special Resolution | 1.1(b) | Directors remuneration | Remuneration of Non executive directors: Board member | For | Pass | |
| Special Resolution | 1.2(a) | Directors remuneration | Remuneration of Non executive directors: Audit and Risk Committee: Chair | For | Pass | |
| Special Resolution | 1.2(b) | Directors remuneration | Remuneration of Non executive directors: Audit and Risk Committee: Committee member | For | Pass | |
| Special Resolution | 1.3(a) | Directors remuneration | Remuneration of Non executive directors: Remuneration and Nomination Committee: Chair | For | Pass | |
| Special Resolution | 1.3(b) | Directors remuneration | Remuneration of Non executive directors: Remuneration and Nomination Committee: Committee member | For | Pass | |
| Special Resolution | 1.4(a) | Directors remuneration | Remuneration of Non executive directors: Social and Ethics Committee: Chair | For | Pass | |
| Special Resolution | 1.4(b) | Directors remuneration | Remuneration of Non executive directors: Social and Ethics Committee: Committee member | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to related or inter related company | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Remuneration policy | To approve the allotment of Consideration Shares in connection with the merger. | Against | BHP bid was declined, current strategy has not yet realized the value shareholders could have gotten from the BHP bid. Should have taken the bid to shareholders to vote on to decide if $49bn was a fair value for Anglo, instead of deciding internally what the fair value is. | Pass |
| Ordinary Resolution | 2 | Remuneration policy | To approve the amendment to the terms of the awards granted to the Executive Directors in 2024 and 2025 under the Anglo American Long-Term Incentive Plan 2020. | Against | BHP bid was declined, current strategy has not yet realized the value shareholders could have gotten from the BHP bid. Should have taken the bid to shareholders to vote on to decide if $49bn was a fair value for Anglo, instead of deciding internally what the fair value is. | Withdrawn |
| Special Resolution | 3 | Other | To approve the change of the name of the Company from Anglo American plc to Anglo Teck plc on completion of the Merger. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements. | For | Pass | |
| Ordinary Resolution | 2.0 | Appointment of auditors | Reappointment of auditors. | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Re-election of directors - GS Moseneke. | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Re-election of directors - BM Kodisang. | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Re-election of directors - LG Rapp. | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of members to the audit and risk committee - NP Dongwana. | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of members to the audit and risk committee - AMSS Mokgabudi. | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of members to the audit and risk committee - RD Mokate. | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Election of members to the audit and risk committee - JR Formby. | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of members to the environmental, social and ethics committee - RD Mokate. | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of members to the environmental, social and ethics committee - JR Formby. | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of members to the environmental, social and ethics committee - NG Payne. | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | Election of members to the environmental, social and ethics committee - LG Rapp. | For | Pass | |
| Ordinary Resolution | 6.0 | Shares under director control | Unissued shares. | For | Pass | |
| Ordinary Resolution | 7.0 | Issuance of shares | General authority to issue shares for cash. | For | Pass | |
| Ordinary Resolution | 8.1 | Remuneration policy | Remuneration - policy (non binding advisory vote) | Against | Concerns around disclosure and remco discretion | Pass |
| Ordinary Resolution | 8.2 | Remuneration policy | Remuneration: policy implementation (non binding advisory vote). | Against | Concerns around disclosure and remco discretion | Pass |
| Ordinary Resolution | 9.0 | Other | Implementation of resolutions. | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Non-executive director remuneration - Retainer - Non-executive director. | For | Pass | |
| Special Resolution | 1.2 | Directors remuneration | Non-executive director remuneration - Retainer - Chair of the board (all-inclusive fee). | For | Pass | |
| Special Resolution | 1.3 | Directors remuneration | Non-executive director remuneration - Retainer - Chair of the audit and risk committee. | For | Pass | |
| Special Resolution | 1.4 | Directors remuneration | Non-executive director remuneration - Retainer - Chair of the remuneration and human capital committee. | For | Pass | |
| Special Resolution | 1.5 | Directors remuneration | Non-executive director remuneration - Retainer - Chair of the property and investment committee. | For | Pass | |
| Special Resolution | 1.6 | Directors remuneration | Non-executive director remuneration - Retainer - Chair of the environmental, social and ethics committee. | For | Pass | |
| Special Resolution | 1.7 | Directors remuneration | Non-executive director remuneration - Retainer - lead independent director. | For | Pass | |
| Special Resolution | 1.8 | Directors remuneration | Non-executive director remuneration - Attendance fee - board (excluding the Chair). | For | Pass | |
| Special Resolution | 1.9 | Directors remuneration | Non-executive director remuneration - Attendance fee - audit and risk committee. | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Non-executive director remuneration - Attendance fee - remuneration and human capital committee. | For | Pass | |
| Special Resolution | 1.11 | Directors remuneration | Non-executive director remuneration - Attendance fee - property and investment committee. | For | Pass | |
| Special Resolution | 2.0 | Share buy backs | Repurchase of shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Appointment of auditors | Re-appointment of auditors | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Election of E Loubser as a director | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Election of S van Vuuren as a director | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Re-election of JA Copelyn as a director | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 2.4 | Election of directors | Re-election of Y Shaik as a director | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 3.1 | Election of directors | Election of MJA Golding as member and Chairperson of the audit and risk committee | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 3.2 | Election of directors | Re-election of BA Mabuza as member of the audit and risk committee | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 3.3 | Election of directors | Re-election of RD Watson as member of the audit and risk committee | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 4.1 | Election of directors | Election of RD Watson as member and Chairperson of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of BA Mabuza as member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of VE Mphande as member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 5.0 | Issuance of shares | General authority for directors to allot and issue authorised but unissued ordinary shares | Against | Shares too cheap. Need more detail to grant approval if / when they want to issue any shares. | Pass |
| Ordinary Resolution | 6.0 | Other | Authority to implement resolutions | For | Pass | |
| Other | 1.0 | Remuneration policy | Non-binding advisory vote on the groups remuneration policy | Against | Excessive salaries being paid for sub-par performance over the last number of years. Strategic missteps over the last few years are worrying. | Pass |
| Other | 2.0 | Remuneration policy | Non-binding advisory vote on the groups remuneration implementation report | Against | As per above | Pass |
| Special Resolution | 1.0 | Directors remuneration | Approval of the proposed fees for non-executive directors | Against | Prefer not a fixed fee | Pass |
| Special Resolution | 2.0 | Share buy backs | General authority to repurchase shares in the Company | For | Pass | |
| Special Resolution | 3.0 | Loan/financial assistance | Financial assistance in terms of sections 44 and 45 of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Election of directors | Re-election of Mr G A Blackshaw as a director | For | Pass | |
| Ordinary Resolution | 2.0 | Election of directors | Re-election of Ms K M de Kock as a director | For | Pass | |
| Ordinary Resolution | 3.0 | Election of directors | Re-election of Mr A C Menigo as a director | For | Pass | |
| Ordinary Resolution | 4.0 | Appointment of auditors | Re-appointment of BDO South Africa Inc. as auditor | For | Pass | |
| Ordinary Resolution | 5.0 | Election of directors | Election of Ms K M de Kock as a member and the chair of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 6.0 | Election of directors | Election of Mr A C Menigo as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 7.0 | Election of directors | Election of Mr M P R Morojele as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 8.0 | Election of directors | Election of Mr G A Blackshaw as a member and the chair of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 9.0 | Election of directors | Election of Mr J A L Chapman as a member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 10.0 | Election of directors | Election of Mr A Varachhia as a member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 11.0 | Issuance of shares | General authority to directors to issue shares for cash | For | Pass | |
| Other | 1.0 | Remuneration policy | Non-binding advisory votes: Endorsement of remuneration policy | For | Pass | |
| Other | 2.0 | Remuneration policy | Non-binding advisory votes: endorsement of the implementation report | For | Pass | |
| Special Resolution | 1.0 | Directors remuneration | Remuneration of non-executive directors for their services as directors (2026 financial year) | For | Pass | |
| Special Resolution | 2.0 | Share buy backs | General authority to repurchase ordinary shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | The reports of the Directors of the Company, the Directors, and the audited accounts of the Company for the year ended 31 March 2025 together with the report of the auditor on those audited accounts be received | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Chris Bowman be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Caroline Britton be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Mark Cherry be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Kelly Cleveland be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Andrew Coombs be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Deborah Davis be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Joanne Kenrick be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Daniel Kitchen be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Ernst and Young LLP be reappointed as the auditor of the Company | For | Pass | |
| Ordinary Resolution | 11 | Auditor remuneration | The Audit Committee be authorised to fix the auditors remuneration | For | Pass | |
| Ordinary Resolution | 12 | Dividend related | The payment of an authorised dividend of EUR0.0309 per ordinary share in respect of the six months ended 31 March 2025 be approved - a non-binding endorsement | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | The Companys Remuneration Policy be approved - a non-binding endorsement | Against | Poor disclosure, especially around threshold and maximum targets as well as non-financial KPIs | Pass |
| Ordinary Resolution | 14 | Remuneration policy | The implementation report on the Companys Remuneration Policy be approved - a non-binding endorsement | Against | Poor disclosure makes it difficult to assess appropriateness of awards | Pass |
| Ordinary Resolution | 15 | Directors remuneration | Authorisation be given for a scrip dividend alternative scheme for the financial year ending 31 March 2026 | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | The Directors be authorised generally and unconditionally to allot equity securities | Against | Authority being requested is excessive at two-thirds of existing issued shares | Pass |
| Special Resolution | 17 | Issuance of shares | That the Directors be authorised to issue or sell from treasury shares in the Company as if pre-emption rights did not apply, subject to the limits set out in the resolution | For | Pass | |
| Special Resolution | 18 | Issuance of shares | That the Directors be authorised to issue or sell from treasury shares in the Company as if pre-emption rights did not apply, solely in connection with an acquisition or other specified capital investment and subject to the limits set out in the resolution | For | Pass | |
| Special Resolution | 19 | Share option scheme | That the amendments to the Companys 2021 Long Term Incentive Plan Rules be approved | For | Pass | |
| Special Resolution | 20 | Share buy backs | That the Company, or any of its subsidiaries, be authorised to purchase ordinary shares of the Company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 2.0 | Accept Financial Statements and Statutory Reports | Approval of the statutory financial statements of the Company | For | Pass | |
| Ordinary Resolution | 3.0 | Accept Financial Statements and Statutory Reports | Approval of the consolidated financial statements of the Company | For | Pass | |
| Ordinary Resolution | 4.0 | Dividend related | Approval of the proposed dividend and appropriation of retained earnings of the Company | For | Pass | |
| Ordinary Resolution | 5.0 | Other | Granting of discharge of liability to the General Partner and all the members of the Board of Overseers for the performance of their duties | Against | Scope is wide | Pass |
| Ordinary Resolution | 6.1 | Election of directors | Election of the Board of Overseers - Re-election of Mr John Li | For | Pass | |
| Ordinary Resolution | 6.2 | Election of directors | Election of the Board of Overseers - Re-election of Mr Yves Prussen | For | Pass | |
| Ordinary Resolution | 6.3 | Election of directors | Election of the Board of Overseers - Re-election of Mr Stuart Robertson | For | Pass | |
| Ordinary Resolution | 6.4 | Election of directors | Election of the Board of Overseers - Re-election of Mr Stuart Rowlands | For | Pass | |
| Ordinary Resolution | 7.0 | Directors remuneration | To approve the remuneration of the Board of Overseers | For | Pass | |
| Ordinary Resolution | 8.0 | Share buy backs | Authorisation to acquire ordinary shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 2.0 | Remuneration policy | To approve the directors remuneration report | Against | Poor disclosure, moonshot also includes tencent which is outside management control | Pass |
| Ordinary Resolution | 3.0 | Accept Financial Statements and Statutory Reports | To adopt the annual accounts | For | Pass | |
| Ordinary Resolution | 4.0 | Dividend related | To make a distribution in relation to the financial year ended 31 March 2025 | For | Pass | |
| Ordinary Resolution | 5.0 | Other | To discharge the executive directors from liability | For | Pass | |
| Ordinary Resolution | 6.0 | Other | To discharge the non-executive directors from liability | For | Pass | |
| Ordinary Resolution | 7.0 | Remuneration policy | To adopt the remuneration policy of the executive and non-executive directors | Against | Poor disclosure, moonshot award includes Tencent which is outside management's control | Pass |
| Ordinary Resolution | 8.0 | Directors remuneration | To approve the remuneration of the non-executive directors | For | Pass | |
| Ordinary Resolution | 9.0 | Election of directors | To appoint Phuthi Mahanyele-Dabengwa as an executive director of Prosus | For | Pass | |
| Ordinary Resolution | 10.0 | Election of directors | To appoint Nico Marais as an executive director of Prosus | For | Pass | |
| Ordinary Resolution | 11.1 | Election of directors | To reappoint the following non-executive directors: Koos Bekker | For | Pass | |
| Ordinary Resolution | 11.2 | Election of directors | To reappoint the following non-executive directors: Sharmistha Dubey | For | Pass | |
| Ordinary Resolution | 11.3 | Election of directors | To reappoint the following non-executive directors: Debra Meyer | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 11.4 | Election of directors | To reappoint the following non-executive directors: Steve Pacak | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 12.0 | Appointment of auditors | To reappoint Deloitte Accountants B.V. as the auditor charged with the auditing of the annual accounts for the year ending 31 March 2027 | For | Pass | |
| Ordinary Resolution | 13.0 | Appointment of auditors | To appoint Deloitte Accountants B.V. as the auditor charged with the auditing of the sustainability statements for the years ending 31 March 2026 and 31 March 2027 | For | Pass | |
| Ordinary Resolution | 14.0 | Issuance of shares | To designate the board of directors as the company body authorised to issue shares | Against | Exposes shareholders to dilution | Pass |
| Ordinary Resolution | 15.0 | Share buy backs | To authorise the board of directors to resolve that the company acquires shares in its own capital | For | Pass | |
| Ordinary Resolution | 16.0 | Other | To reduce the share capital by cancelling own shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Appointment of auditors | Reappointment of external auditors | Against | 11th Year of Tenure for EY - should be rotated | Pass |
| Ordinary Resolution | 2.1 | Election of directors | Election of Pooven Viranna as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of Aboubakar Jakoet as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Re-election of Audrey Mothupi-Palmstierna as an independent non-executive director | Against | Not Independent by Tenure | Pass |
| Ordinary Resolution | 2.4 | Election of directors | Re-election of Suzanne Ackerman as a non-executive director | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Appointment of Aboubakar Jakoet as a member of the Audit, Risk and Compliance Committee | Against | Not independent by Tenure, so cannot be a member of the Audit Committee | Pass |
| Ordinary Resolution | 3.2 | Election of directors | Appointment of Haroon Bhorat as a member of the Audit, Risk and Compliance Committee | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Appointment of Audrey Mothupi-Palmstierna as a member of the Audit, Risk and Compliance Committee | Against | Not Independent by Tenure | Pass |
| Ordinary Resolution | 3.4 | Election of directors | Appointment of Pooven Viranna as a member of the Audit, Risk and Compliance Committee | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Appointment of Suzanne Ackerman as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Appointment of Jonathan Ackerman as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Appointment of Haroon Bhorat as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Appointment of Annamarie van der Merwe as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Other | 1.0 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration policy | For | Pass | |
| Other | 2.0 | Remuneration policy | Non-binding advisory vote - Endorsement of the implementation of the remuneration policy | Against | Inadequate disclosure | Pass |
| Special Resolution | 1.0 | Directors remuneration | Directors fees for the 2026 and 2027 annual financial periods | For | Pass | |
| Special Resolution | 2.0 | Share buy backs | General approval to repurchase Company shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Issuance of shares | To -A- approve the proposed combination, -B- authorise the directors to allot new ordinary shares in connection with the proposed combination, and -C- authorise the directors to allot new ordinary shares to satisfy the exercise of any options and vesting of any restricted share awards pursuant to the Assura plc Performance Share Plan as a result of the proposed combination. | For | Pass | |
| Ordinary Resolution | 2 | Other | Conditional on completion of the combination and in replacement of the authority granted to the directors at the annual general meeting held on 7 May 2025, to authorise the directors to allot new ordinary shares. | For | Pass | |
| Special Resolution | 3 | Other | Conditional on completion of the combination and in replacement of the authority granted to the directors at the annual general meeting held on 7 May 2025, to disapply pre-emption rights | For | Pass | |
| Special Resolution | 4 | Other | Conditional on completion of the combination and in replacement of the authority granted to the directors at the annual general meeting held on 7 May 2025, to approve a further disapplication of pre-emption rights. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Hendrik du Toit as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Kim McFarland as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Gareth Penny as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Idoya Basterrechea Aranda as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Busisiwe Mabuza as a director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Victoria Cochrane as a director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Khumo Shuenyane as a director. | For | Pass | |
| Ordinary Resolution | 8 | Remuneration policy | To approve the directors remuneration report, for the year ended 31 March 2025 | Against | Insufficient disclosure | Pass |
| Ordinary Resolution | 9 | Remuneration policy | To approve the directors remuneration policy | Against | Insufficient disclosure | Pass |
| Ordinary Resolution | 10 | Climate policy | To approve Ninety Ones climate strategy. | For | Pass | |
| Ordinary Resolution | 11 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2025, together with the reports of the directors and of the auditor of Ninety One plc | For | Pass | |
| Ordinary Resolution | 12 | Dividend related | Subject to the passing of resolution no 19, to declare a final dividend on the ordinary shares for the year ended 31 March 2025. | For | Pass | |
| Ordinary Resolution | 13 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2026, with the designated audit partner being Allan McGrath. | For | Pass | |
| Ordinary Resolution | 14 | Auditor remuneration | To authorise the Audit and Risk Committee to set the remuneration of Ninety One plcs auditor. | For | Pass | |
| Ordinary Resolution | 15 | Issuance of shares | Directors authority to allot shares and other securities | For | Pass | |
| Ordinary Resolution | 19 | Dividend related | Subject to the passing of resolution 12, to declare a final dividend on the ordinary shares for the year ended 31 March 2025. | For | Pass | |
| Ordinary Resolution | 20 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V and A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2026, with the designated audit partner being Nicolette Jacobs. | For | Pass | |
| Ordinary Resolution | 21i | Election of directors | Election of Audit and Risk Committee members - Victoria Cochrane and | For | Pass | |
| Ordinary Resolution | 21ii | Election of directors | Election of Audit and Risk Committee members - Khumo Shuenyane | Against | Concerns around independence | Pass |
| Ordinary Resolution | 22i | Election of directors | Election of Sustainability, Social and Ethics Committee members - Khumo Shuenyane | For | Pass | |
| Ordinary Resolution | 22ii | Election of directors | Election of Sustainability, Social and Ethics Committee members - Gareth Penny and | For | Pass | |
| Ordinary Resolution | 22iii | Election of directors | Election of Sustainability, Social and Ethics Committee members - Hendrik du Toit | For | Pass | |
| Ordinary Resolution | 23 | Issuance of shares | Authorising the directors to issue up to 5 percent of the issued ordinary shares in Ninety One Limited. | For | Pass | |
| Ordinary Resolution | 24 | Issuance of shares | General authority to issue Ordinary Shares for cash | For | Pass | |
| Special Resolution | 16 | Share buy backs | Authority to purchase own ordinary shares. | For | Pass | |
| Special Resolution | 17 | Other | Consent to short notice. | For | Pass | |
| Special Resolution | 1 | Share buy backs | Authority to acquire ordinary shares of Ninety One Limited. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial Assistance. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Non-executive directors remuneration. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Dividend related | Confirmation and approval of payment of dividends | For | Pass | |
| Ordinary Resolution | 2.0 | Appointment of auditors | Reappointment of independent external auditors | For | Pass | |
| Ordinary Resolution | 3.0 | Election of directors | To confirm the appointment of Nico Marais as financial director and chief financial officer | For | Pass | |
| Ordinary Resolution | 4.0 | Election of directors | To confirm the appointment of Phuthi Mahanyele-Dabengwa as executive director | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | To re-elect the following directors: Koos Bekker | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | To re-elect the following directors: Sharmistha Dubey | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | To re-elect the following directors: Debra Meyer | Against | Concerns around independence | Pass |
| Ordinary Resolution | 5.4 | Election of directors | To re-elect the following directors: Steve Pacak | Against | Concerns around independence | Pass |
| Ordinary Resolution | 6.1 | Election of directors | Re-election and appointment of the following audit committee members: Sharmistha Dubey | For | Pass | |
| Ordinary Resolution | 6.2 | Election of directors | Re-election and appointment of the following audit committee members: Manisha Girotra | For | Pass | |
| Ordinary Resolution | 6.3 | Election of directors | Re-election and appointment of the following audit committee members: Angelien Kemna | For | Pass | |
| Ordinary Resolution | 6.4 | Election of directors | Re-election and appointment of the following audit committee members: Steve Pacak (chair) | Against | Concerns around independence | Pass |
| Ordinary Resolution | 7.1 | Election of directors | Election and re-election of the following social, ethics and sustainability committee members: Debra Meyer (chair) | Against | Concerns around independence | Pass |
| Ordinary Resolution | 7.2 | Election of directors | Election and re-election of the following social, ethics and sustainability committee members: Rachel Jafta | For | Pass | |
| Ordinary Resolution | 7.3 | Election of directors | Election and re-election of the following social, ethics and sustainability committee members: Ying Xu | For | Pass | |
| Ordinary Resolution | 7.4 | Election of directors | Election and re-election of the following social, ethics and sustainability committee members: Phuthi Mahanyele-Dabengwa | For | Pass | |
| Ordinary Resolution | 8.0 | Remuneration policy | To endorse the companys remuneration policy, as set out in the 2025 remuneration report on pages 61 to 65 of the integrated annual report (remuneration policy) | Against | Inadequate disclosure | Pass |
| Ordinary Resolution | 9.0 | Remuneration policy | To endorse the implementation report of the remuneration report by the company as set out on pages 66 to 76 of the integrated annual report (remuneration implementation report) | Against | Inadequate disclosure | Pass |
| Ordinary Resolution | 10.0 | Shares under director control | Approval of general authority placing unissued shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 11.0 | Issuance of shares | Approval of general issue of shares for cash | Against | Lack of motivation for authority sought | Pass |
| Ordinary Resolution | 12.0 | Other | General authorisation to implement all resolutions adopted at the annual general meeting | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Board: Chair | For | Pass | |
| Special Resolution | 1.2 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Board: Member | For | Pass | |
| Special Resolution | 1.3 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Audit committee: Chair | For | Pass | |
| Special Resolution | 1.4 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Audit committee: Member | For | Pass | |
| Special Resolution | 1.5 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Risk committee: Chair | For | Pass | |
| Special Resolution | 1.6 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Risk committee: Member | For | Pass | |
| Special Resolution | 1.7 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Human resources and remuneration committee: Chair | For | Pass | |
| Special Resolution | 1.8 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Human resources and remuneration committee: Member | For | Pass | |
| Special Resolution | 1.9 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Nominations committee: Chair | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Nominations committee: Member | For | Pass | |
| Special Resolution | 1.11 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Social, ethics and sustainability committee: Chair | For | Pass | |
| Special Resolution | 1.12 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Social, ethics and sustainability committee: Member | For | Pass | |
| Special Resolution | 1.13 | Directors remuneration | Approval of the remuneration of the non-executive directors for the financial year 31 March 2027: Trustees of group share schemes/other personnel funds | For | Pass | |
| Special Resolution | 2.0 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 44 the Act | For | Pass | |
| Special Resolution | 3.0 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 45 of the Act | For | Pass | |
| Special Resolution | 4.0 | Share buy backs | General authority for the company or its subsidiaries to acquire N ordinary shares in the company | For | Pass | |
| Special Resolution | 5.0 | Share buy backs | Granting the specific repurchase authorisation | For | Pass | |
| Special Resolution | 6.0 | Share buy backs | General authority for the company or its subsidiaries to acquire A ordinary shares in the company | For | Pass | |
| Special Resolution | 7.0 | Other | Approval of the Naspers Share Subdivision | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Mr PE Burton as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Mr AH Sangqu as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To reappoint Mr PE Burton as a member of the audit committee | Against | Concerns around independence | Pass |
| Ordinary Resolution | 4 | Election of directors | To reappoint Ms ZRP Matsau as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To reappoint Mr AH Sangqu as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To reappoint Ms B Mathews as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To reappoint Ms L Lambrechts as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To reappoint Ms ZRP Matsau as a member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To reappoint Ms B Mathews as a member of the social and ethics committee | Against | Concerns around independence | Pass |
| Ordinary Resolution | 10 | Election of directors | To reappoint Ms JL Johannes as a member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | To reappoint the auditor, Deloitte and Touche | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | General authority to issue Ordinary Shares for cash | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on PSG Financial Services remuneration policy | Against | Poor Disclosure | Pass |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote on PSG Financial Services implementation report on the remuneration policy | Against | Poor Disclosure | Pass |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Intercompany financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance for the acquisition of shares in the company or a related or interrelated company according to section 44 of the Companies Act | Against | Authority being requested is too broad | Pass |
| Special Resolution | 4 | Share buy backs | Share repurchases by PSG Financial Services and its subsidiaries | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Election of directors | To elect Vivek Gopaldas Ahuja as a director | For | Pass | |
| Ordinary Resolution | 2.0 | Election of directors | To re-elect Henrietta Caroline Baldock as a director | For | Pass | |
| Ordinary Resolution | 3.0 | Election of directors | To re-elect Philip Alan Hourquebie as a director | For | Pass | |
| Ordinary Resolution | 4.0 | Election of directors | To re-elect Stephen Koseff as a director | For | Pass | |
| Ordinary Resolution | 5.0 | Election of directors | To re-elect Nicola Newton-King as a director | For | Pass | |
| Ordinary Resolution | 6.0 | Election of directors | To re-elect Jasandra Nyker as a director | For | Pass | |
| Ordinary Resolution | 7.0 | Election of directors | To re-elect Vanessa Olver as a director | For | Pass | |
| Ordinary Resolution | 8.0 | Election of directors | To re-elect Diane Claire Radley as a director | For | Pass | |
| Ordinary Resolution | 9.0 | Election of directors | To re-elect Nishlan Andre Samujh as a director | For | Pass | |
| Ordinary Resolution | 10.0 | Election of directors | To re-elect Fani Titi as a director | For | Pass | |
| Ordinary Resolution | 11.0 | Remuneration policy | Non-binding advisory vote - To approve the DLC Directors Remuneration Report,including the Implementation Report -other than the part containing the Directors Remuneration Policy- for the year ended 31 March 2025 | For | Pass | |
| Ordinary Resolution | 12.0 | Remuneration policy | Non-binding advisory vote - To approve the DLC Directors Remuneration Policy as contained in the DLC Remuneration Report | Against | STI targets appear stretched. | Pass |
| Ordinary Resolution | 13.0 | Election of directors | To elect the DLC Social and Ethics Committee, consisting of at least 3 members | For | Pass | |
| Ordinary Resolution | 14.0 | Other | To authorise any director or the Company Secretaries of Investec plc and Investec Limited to do all things and sign all documents which may be necessary to carry into effect the resolutions contained in this notice to the extent the same have been passed and, where applicable, filed | For | Pass | |
| Ordinary Resolution | 16.0 | Dividend related | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the six-month period ended 30 September 2024 | For | Pass | |
| Ordinary Resolution | 17.0 | Dividend related | To sanction the interim dividend paid by Investec Limited on the dividend access -South African Resident- redeemable preference share -South African DAS share- for the six-month period ended 30 September 2024 | For | Pass | |
| Ordinary Resolution | 18.0 | Dividend related | Subject to the passing of resolution No 29, to declare a final dividend on the ordinary shares and the dividend access -South African Resident- redeemable preference share -South African DAS share- in Investec Limited for the year ended 31 March 2025 of an amount equal to that recommended by the directors of Investec Limited | For | Pass | |
| Ordinary Resolution | 19.0 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. of 4 Lisbon Lane, Waterfall City, Jukskei view, 2090, upon the recommendation of the Investec Limited Audit Committee, as joint auditors of Investec Limited to hold office until the conclusion of the AGM of Investec Limited to be held in 2026. | For | Pass | |
| Ordinary Resolution | 20.0 | Appointment of auditors | To re-appoint Deloitte and Touche of 5 Magwa Crescent, Waterfall City, Waterfall, Gauteng, 2090, upon the recommendation of the Investec Limited Audit Committee, as joint auditors of Investec Limited to hold office until the conclusion of the AGM of Investec Limited to be held in 2026 | For | Pass | |
| Ordinary Resolution | 21.0 | Issuance of shares | Authorising the directors to issue the unissued variable rate, redeemable, cumulative preference shares, the unissued non-redeemable, non-cumulative, non-participating preference shares -perpetual preference shares-, the unissued non-redeemable, non-cumulative, non-participating preference shares -non-redeemable programme preference shares-, and the unissued redeemable, non-participating preference shares -redeemable programme preference shares-, such authority to endure until the next AGM of Investec Limited to be held in 2026 | For | Pass | |
| Ordinary Resolution | 22.0 | Issuance of shares | Authorising the directors to issue the unissued special convertible redeemable preference shares | For | Pass | |
| Ordinary Resolution | 27.0 | Accept Financial Statements and Statutory Reports | To receive the consolidated audited annual financial statements of Investec plc for the year ended 31 March 2025, together with the reports of the directors of Investec plc and of the auditors of Investec plc | For | Pass | |
| Ordinary Resolution | 28.0 | Dividend related | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the six-month period ended 30 September 2024 | For | Pass | |
| Ordinary Resolution | 29.0 | Dividend related | Subject to the passing of resolution No 18, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2025 of an amount equal to that recommended by the directors of Investec plc | For | Pass | |
| Ordinary Resolution | 30.0 | Appointment of auditors | To re-appoint Deloitte LLP of 2 New Street Square, EC4A 3BZ, upon the recommendation of the Investec plc Audit Committee, as the auditors of Investec plc to hold office until the conclusion of the AGM of Investec plc to be held in 2026 | For | Pass | |
| Ordinary Resolution | 31.0 | Auditor remuneration | To authorise the Investec plc Audit Committee to set the remuneration of the Companys auditor | For | Pass | |
| Ordinary Resolution | 32.0 | Issuance of shares | Directors authority to allot shares and other securities | For | Pass | |
| Special Resolution | 1.0 | Share buy backs | Directors authority to acquire ordinary shares | For | Pass | |
| Special Resolution | 2.0 | Share buy backs | Directors authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares | For | Pass | |
| Special Resolution | 3.0 | Loan/financial assistance | Financial assistance | For | Pass | |
| Special Resolution | 4.0 | Directors remuneration | Non-executive directors remuneration | For | Pass | |
| Special Resolution | 5.0 | Share buy backs | Directors authority to purchase ordinary shares | For | Pass | |
| Special Resolution | 6.0 | Share buy backs | Directors authority to purchase preference share | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Election of directors | To elect Vivek Gopaldas Ahuja as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 2.0 | Election of directors | To re-elect Henrietta Caroline Baldock as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 3.0 | Election of directors | To re-elect Philip Alan Hourquebie as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 4.0 | Election of directors | To re-elect Stephen Koseff as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 5.0 | Election of directors | To re-elect Nicola Newton-King as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 6.0 | Election of directors | To re-elect Jasandra Nyker as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 7.0 | Election of directors | To re-elect Vanessa Olver as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 8.0 | Election of directors | To re-elect Diane Claire Radley as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 9.0 | Election of directors | To re-elect Nishlan Andre Samujh as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 10.0 | Election of directors | To re-elect Fani Titi as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 11.0 | Remuneration policy | Non-binding advisory vote - To approve the dual-listed companies - DLC - Directors Remuneration Report, including the Implementation Report, - other than the part containing the Directors Remuneration Policy - for the year ended 31 March 2025 | For | Pass | |
| Ordinary Resolution | 12.0 | Remuneration policy | Non-binding advisory vote - To approve the DLC Directors Remuneration Policy | Against | STI targets stretched | Pass |
| Ordinary Resolution | 13.0 | Election of directors | To elect the DLC Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 14.0 | Other | Authority to take action in respect of the resolutions | For | Pass | |
| Ordinary Resolution | 16.0 | Dividend related | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the six-month period ended 30 September 2024 | For | Pass | |
| Ordinary Resolution | 17.0 | Dividend related | To sanction the interim dividend paid on the SA DAS share in Investec Limited for the six- month period ended 30 September 2024 | For | Pass | |
| Ordinary Resolution | 18.0 | Dividend related | To declare a final dividend on the ordinary shares and the dividend access - South African Resident - redeemable preference share - SA DAS share -in Investec Limited for the year ended 31 March 2025 | For | Pass | |
| Ordinary Resolution | 19.0 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. as joint auditors of Investec Limited | For | Pass | |
| Ordinary Resolution | 20.0 | Appointment of auditors | To re-appoint Deloitte and Touche as joint auditors of Investec Limited | For | Pass | |
| Ordinary Resolution | 21.0 | Issuance of shares | Directors authority to issue the unissued variable rate, redeemable, cumulative preference shares the unissued non-redeemable, non-cumulative, non-participating preference shares -perpetual preference shares- the unissued non-redeemable, non-cumulative, non-participating preference shares -non-redeemable programme preference shares- and the redeemable, non-participating preference shares redeemable programme preference shares. | For | Pass | |
| Ordinary Resolution | 22.0 | Issuance of shares | Directors authority to issue the unissued special convertible redeemable preference shares | For | Pass | |
| Ordinary Resolution | 27.0 | Accept Financial Statements and Statutory Reports | To receive the consolidated audited financial statements of Investec plc for the year ended 31 March 2025, together with the reports of the directors and the auditors | For | Pass | |
| Ordinary Resolution | 28.0 | Dividend related | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec for the six-month period ended 30 September 2024 | For | Pass | |
| Ordinary Resolution | 29.0 | Dividend related | To declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2025 | For | Pass | |
| Ordinary Resolution | 30.0 | Appointment of auditors | To re-appoint Deloitte LLP as auditors of Investec plc | For | Pass | |
| Ordinary Resolution | 31.0 | Auditor remuneration | To authorise the Investec plc Audit Committee to set the remuneration of the companys auditors | For | Pass | |
| Ordinary Resolution | 32.0 | Issuance of shares | Directors authority to allot shares and other securities | For | Pass | |
| Ordinary Resolution | 33.0 | Share buy backs | Directors authority to purchase ordinary shares | For | Pass | |
| Ordinary Resolution | 34.0 | Share buy backs | Directors authority to purchase preference shares | For | Pass | |
| Special Resolution | 1.0 | Share buy backs | Directors authority to acquire ordinary shares | For | Pass | |
| Special Resolution | 2.0 | Share buy backs | Directors authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares. | For | Pass | |
| Special Resolution | 3.0 | Loan/financial assistance | Financial assistance. | For | Pass | |
| Special Resolution | 4.0 | Directors remuneration | Non-executive directors remuneration. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.0 | Election of directors | Re-election of director - Mr MH Ahmed. | Against | Not independent given his directorships at subsidiaries, and general lack of independence on the board. | Pass |
| Ordinary Resolution | 2.0 | Election of directors | Re-election of director - Mr JG Ngcobo. | Against | Independence is questionable, given tenure historical ties to SACTWU. General lack of independence on the board. | Pass |
| Ordinary Resolution | 3.0 | Election of directors | Re-election of director - Mr Y Shaik. | Against | Independence is questionable, given tenure historical ties to SACTWU. General lack of independence on the board. | Pass |
| Ordinary Resolution | 4.0 | Election of directors | Election of director - Mr AF Pereira. | For | Pass | |
| Ordinary Resolution | 5.0 | Election of directors | Election of director - Ms A Singh. | For | Pass | |
| Ordinary Resolution | 6.0 | Appointment of auditors | Re-appointment of auditor | For | Pass | |
| Ordinary Resolution | 7.0 | Election of directors | Re-election of member of the Audit and Risk Committee - Mr MH Ahmed. | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 8.0 | Election of directors | Re-election of member of the Audit and Risk Committee - Mr JG Ngcobo. | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 9.0 | Election of directors | Re-election of member of the Audit and Risk Committee - Ms RD Watson. | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 10.0 | Election of directors | Re-election of member of the Social and Ethics Committee - Mr JA Copelyn. | For | Pass | |
| Ordinary Resolution | 11.0 | Election of directors | Re-election of member of the Social and Ethics Committee - Mr JG Ngcobo. | Against | Concerns around independence/tenure | Pass |
| Ordinary Resolution | 12.0 | Election of directors | Re-election of member of the Social and Ethics Committee - Ms RD Watson. | For | Pass | |
| Ordinary Resolution | 13.0 | Shares under director control | General authority over authorised but unissued shares. | For | Pass | |
| Ordinary Resolution | 14.0 | Share option scheme | Amendment to the HCI employee share option scheme. | For | Pass | |
| Other | 1.0 | Remuneration policy | Non-binding advisory resolution on long-term incentive remuneration policy. | Against | No targets disclosed. | Pass |
| Other | 2.0 | Remuneration policy | Non-binding advisory resolution on short-term incentive remuneration policy. | Against | Not enough disclosure on targets and metrics to be achieved. It is too discretionary, given the lack of independence on the board. | Pass |
| Other | 3.0 | Remuneration policy | Non-binding advisory resolution on guaranteed payment remuneration policy. | Against | No peer comparisons. | Pass |
| Other | 4.0 | Remuneration policy | Non-binding advisory resolution on remuneration implementation report. | Against | Not enough disclosure on targets and metrics to be achieved. It is too discretionary, given the lack of independence on the board. | Pass |
| Special Resolution | 1.0 | Issuance of shares | General authority to issue shares, options and convertible security for cash. | For | Pass | |
| Special Resolution | 2.0 | Directors remuneration | Approval of non-executive directors annual fees. | Against | We do not support a fixed fee, plus no benchmarking to peer companies. | Pass |
| Special Resolution | 3.0 | Share buy backs | General authority to repurchase company shares. | For | Pass | |
| Special Resolution | 4.0 | Other | Amendment to the memorandum of incorporation. | For | Pass | |
| Special Resolution | 5.0 | Loan/financial assistance | General authorisation of financial assistance. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1.0 | Share buy backs | a) the buyback contract entered into between the Company and UBS AG be and is hereby approved (the Contract), and the Company be and is hereby authorised to undertake purchases of its ordinary shares otherwise than on a stock exchange? and b) the Board of Directors be and is hereby authorised on behalf of the Company to agree non-material amendments to the Contract, whether before or after this General Meeting. | Against | Reduced transparency with off market transactions | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Dr SA du Plessis as a Director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Ms CH Fernandez as a Director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr PJ Mouton as a Director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Confirmation of appointment and election of Mr RR Malhotra as a Director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Confirmation of appointment and election of Mr GR Lee as a Director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Ms NF Bhettay as a member of the SESCO | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Dr SA du Plessis as a member of the SESCO | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of Ms CH Fernandez as a member of the SESCO | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of Mr I Moola as a member of the SESCO | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Reappointment of Deloitte as auditor | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | Reappointment of KPMG as auditor | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | Approval to issue -i- the relevant Loss Absorbent Capital Securities and -ii- Ordinary Shares upon the occurrence of a Trigger Event in respect of the relevant Loss Absorbent Capital Securities | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General authority to issue Ordinary Shares for cash | For | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding endorsement of the remuneration policy | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Pass |
| Ordinary Resolution | 15 | Remuneration policy | Non-binding endorsement of the implementation report on the remuneration policy | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of the non-executive Directors remuneration | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority for the Company to repurchase and for subsidiaries to purchase Ordinary Shares | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Authority for the Board to authorise the Company to provide financial assistance to related companies and corporations | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Accept Financial Statements and Statutory Reports | Consolidated financial statements, financial statements and directors report | For | Pass | |
| Ordinary Resolution | 1.2 | Accept Financial Statements and Statutory Reports | Non-financial report | For | Pass | |
| Ordinary Resolution | 2.0 | Dividend related | Appropriation of profits | For | Pass | |
| Ordinary Resolution | 3.0 | Other | Release of the members of the Board of Directors and Senior Executive Committee | For | Pass | |
| Ordinary Resolution | 4.0 | Election of directors | Designation of the representative of the A shareholders for the election to the Board of Directors | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of the Board of Directors and its Chairman: Johann Rupert as a member and as Chairman of the Board of Directors in the same vote | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of the Board of Directors and its Chairman: Bram Schot | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of the Board of Directors and its Chairman: Nikesh Arora | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | Election of the Board of Directors and its Chairman: Nicolas Bos | For | Pass | |
| Ordinary Resolution | 5.5 | Election of directors | Election of the Board of Directors and its Chairman: Fiona Druckenmiller | For | Pass | |
| Ordinary Resolution | 5.6 | Election of directors | Election of the Board of Directors and its Chairman: Burkhart Grund | For | Pass | |
| Ordinary Resolution | 5.7 | Election of directors | Election of the Board of Directors and its Chairman: Keyu Jin | For | Pass | |
| Ordinary Resolution | 5.8 | Election of directors | Election of the Board of Directors and its Chairman: Wendy Luhabe | For | Pass | |
| Ordinary Resolution | 5.9 | Election of directors | Election of the Board of Directors and its Chairman: Josua Malherbe | Against | Concerns around independence | Pass |
| Ordinary Resolution | 5.1 | Election of directors | Election of the Board of Directors and its Chairman: Jeff Moss | For | Pass | |
| Ordinary Resolution | 5.11 | Election of directors | Election of the Board of Directors and its Chairman: Vesna Nevistic | For | Pass | |
| Ordinary Resolution | 5.12 | Election of directors | Election of the Board of Directors and its Chairman: Anton Rupert | For | Pass | |
| Ordinary Resolution | 5.13 | Election of directors | Election of the Board of Directors and its Chairman: Gary Saage | For | Pass | |
| Ordinary Resolution | 5.14 | Election of directors | Election of the Board of Directors and its Chairman: Patrick Thomas | For | Pass | |
| Ordinary Resolution | 5.15 | Election of directors | Election of the Board of Directors and its Chairman: Jasmine Whitbread | For | Pass | |
| Ordinary Resolution | 6.1 | Election of directors | Election of the Compensation Committee: Fiona Druckenmiller | For | Pass | |
| Ordinary Resolution | 6.2 | Election of directors | Election of the Compensation Committee: Keyu Jin | For | Pass | |
| Ordinary Resolution | 6.3 | Election of directors | Election of the Compensation Committee: Bram Schot | For | Pass | |
| Ordinary Resolution | 6.4 | Election of directors | Election of the Compensation Committee: Jasmine Whitbread | For | Pass | |
| Ordinary Resolution | 7.0 | Appointment of auditors | Election of the Auditor | For | Pass | |
| Ordinary Resolution | 8.0 | Other | Re-election of the Independent Representative | For | Pass | |
| Ordinary Resolution | 9.1 | Directors remuneration | Approval of the maximum aggregate amount of compensation of the members of the Board of Directors | For | Pass | |
| Ordinary Resolution | 9.2 | Remuneration policy | Approval of the maximum aggregate amount of fixed compensation of the members of the Senior Executive Committee | Against | Poor disclosure | Pass |
| Ordinary Resolution | 9.3 | Remuneration policy | Approval of the aggregate amount of variable compensation of the members of the Senior Executive Committee | For | Pass | |
| Other | 1.0 | Other | If additional or amended proposals in connection with the proposals contained in the Notice of Meeting are formulated at the Meeting, I instruct the proxy to vote as follows | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Appointment of external auditors | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Election of Marek Masojada as an executive director | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Election of David Wayne as an executive director | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Election of James Formby as a non-executive director | For | Pass | |
| Ordinary Resolution | 2.4 | Election of directors | Election of Sean Summers as a non-executive director | For | Pass | |
| Ordinary Resolution | 2.5 | Election of directors | Election of Jesmane Boggenpoel as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2.6 | Election of directors | Election of Leon Lourens as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2.7 | Election of directors | Election of Charlotte Maponya as an independentnon-executive director | For | Pass | |
| Ordinary Resolution | 2.8 | Election of directors | Election of Dineo Molefe as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2.9 | Election of directors | Election of Cindy Robertson as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Appointment of Cindy Robertson as a member of the Audit, Risk and Compliance Committee | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Appointment of Jesmane Boggenpoel as a member of the Audit, Risk and Compliance Committee | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Appointment of Leon Lourens as a member of the Audit, Risk and Compliance Committee | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Appointment of Jesmane Boggenpoel as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Appointment of Charlotte Maponya as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Appointment of Dineo Molefe as a member of the Social, Ethics and Transformation Committee | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote: Endorsement of the Remuneration Policy | Against | Structure and disclosure | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote: Endorsement of the implementation of the remuneration policy | Against | Disclosure | Pass |
| Special Resolution | 1 | Directors remuneration | Directors fees for the 2026 and 2027 annual financial periods | For | Pass | |
| Special Resolution | 2 | Share buy backs | General approval to repurchase Company shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors - To re-elect Norman Mbazima as director of the company | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors - To re-elect Craig Wilson Miller as director of the company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - To re-elect Lwazi Bam as director of the company | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors - To re-elect Thevendrie Brewer as director of the company | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of directors appointed since the previous AGM - To elect Sayurie Naidoo as a director of the company | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of directors appointed since the previous AGM - To elect Dorian Emmett as a director of the company | Against | Significant career history with AGL impairs independence | Pass |
| Ordinary Resolution | 7 | Election of directors | Election of directors appointed since the previous AGM - To elect Hendrik Faul as a director of the company | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of directors appointed since the previous AGM - To elect Fagmeedah Petersen-Cook as a director of the company | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of the members of the audit and risk committee - Election of Lwazi Bam as a member of the committee | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Appointment of the members of the audit and risk committee - Election of Thevendrie Brewer as a member of the committee | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Appointment of the members of the audit and risk committee - Election of Suresh Kana as a member of the committee | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Appointment of members of the social and ethics and transformation committee - Election of Lwazi Bam as a member of the committee | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Appointment of members of the social and ethics and transformation committee - Election of Thevendrie Brewer as a member of the committee | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Appointment of members of the social and ethics and transformation committee - Election of Roger Dixon as a member of the committee | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Appointment of members of the social and ethics and transformation committee - Election of Norman Mbazima as a member of the committee | For | Pass | |
| Ordinary Resolution | 16 | Appointment of auditors | Re-appointment of auditor | For | Pass | |
| Ordinary Resolution | 17 | Issuance of shares | General authority to allot and issue authorised but unissued shares for cash | For | Pass | |
| Ordinary Resolution | 18 | Other | Authority to implement resolutions | For | Pass | |
| Ordinary Resolution | 19 | Share option scheme | Approval of the Anglo American Platinum share incentive plan | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration policy | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration. | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration implementation report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Authority to provide financial assistance | For | Loans to directors are excluded | Pass |
| Special Resolution | 3 | Share buy backs | General authority to repurchase company securities | For | Pass | |
| Special Resolution | 4 | Other | Change of name of the company | For | Pass | |
| Special Resolution | 5 | Other | Amendment to the companys MoI | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Presentation of the Sanlam annual reporting suite, including the annual financial statements | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Reappointment of the joint external auditors for the 2025 financial year: To reappoint KPMG Inc. | For | Pass | |
| Ordinary Resolution | 3 | Appointment of auditors | Reappointment of the joint external auditors for the 2025 financial year: To reappoint PricewaterhouseCoopers Inc. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of the following non-executive directors retiring by rotation: Dr Shirley Zinn | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of the following non-executive directors retiring by rotation: Ms Ndivhuwo Manyonga | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of the following non-executive directors retiring by rotation: Mr Ebenezer Essoka | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of the following non-executive directors retiring by rotation: Dr Patrice Motsepe | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of the following non-executive directors retiring by rotation: Mr Willem van Biljon | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-election of Mr Paul Hanratty as an executive director rotating on a voluntary basis | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam social, ethics and sustainability committee: Ms Karabo Nondumo | Against | Concerns around independence | Pass |
| Ordinary Resolution | 11 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam social, ethics and sustainability committee: Ms Mathukana Mokoka | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam social, ethics and sustainability committee: Mr Kobus Moller | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam social, ethics and sustainability committee: Mr Ebenezer Essoka - subject to the passing of ordinary resolution 3.3 | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam audit committee: Mr Andrew Birrell | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam audit committee: Mr Nicolaas Kruger | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam audit committee: Ms Mathukana Mokoka | For | Pass | |
| Ordinary Resolution | 17 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam audit committee: Mr Kobus Moller | For | Pass | |
| Ordinary Resolution | 18 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam audit committee: Ms Karabo Nondumo | Against | Concerns around independence | Pass |
| Ordinary Resolution | 19 | Election of directors | Election of the following independent non-executive directors as members of the Sanlam audit committee: Ms Ndivhuwo Manyonga - subject to the passing of resolution 3.2 | For | Pass | |
| Ordinary Resolution | 20 | Remuneration policy | Advisory vote on the companys remuneration policy and remuneration implementation report: Non-binding advisory vote on the companys remuneration policy | Against | Poor disclosure around non-financial KPIs including stretch targets, ROGEV (for STI and LTI excluding outperformance restricted shares) on target performance lower than the company has achieved in the past and in line with worse performing peer. | Pass |
| Ordinary Resolution | 21 | Remuneration policy | Advisory vote on the companys remuneration policy and remuneration implementation report: Non-binding advisory vote on the companys remuneration implementation report | Against | Poor disclosure around non-financial KPIs including stretch targets, ROGEV (for STI and LTI excluding outperformance restricted shares) on target performance lower than the company has achieved in the past and in line with worse performing peer. | Pass |
| Ordinary Resolution | 22 | Shares under director control | To place unissued ordinary shares under the control of the directors | For | Voted for since might be needed for capital reasons | Pass |
| Ordinary Resolution | 23 | Issuance of shares | To approve the general authority to issue shares for cash | For | Voted for since might be needed for capital reasons | Pass |
| Ordinary Resolution | 24 | Directors remuneration | To note the total amount of non-executive directors and executive directors remuneration for the financial year ended 31 December 2024 | For | Pass | |
| Ordinary Resolution | 25 | Other | To authorise any director of the company and, where applicable, the Company Secretary, to implement the aforesaid ordinary and undermentioned special resolutions | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of the non-executive directors remuneration for their services as directors for the period 1 July 2025 to 30 June 2026 | For | Pass | |
| Special Resolution | 2 | Share buy backs | Authority for the company or a subsidiary of the company to acquire the company?s securities | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Companies Act | For | Voted for since explicitly excludes directors | Pass |
| Special Resolution | 4 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 5 | Other | Approve the amendments to the Memorandum of Incorporation | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Retirement and re-election of Mr. B Raziya as director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Retirement and re-election of Mr. BL Goldberg as director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Retirement and re-election of Mr. CS McCarthy as director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Confirmation of appointment of Mrs. J Solms as director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-appointment of Mr. JE Allie as member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-appointment of Mr. BL Goldberg as member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-appointment of Mr. B Raziya as member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of Mrs. J Solms as member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-appointment of Mrs. RL Phillips as member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Re-appointment of Mr. BL Goldberg as member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Re-appointment of Mr. B Raziya as member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Re-appointment of Mr. QM Rossi as member of the social and ethics committee | For | Pass | |
| Ordinary Resolution | 13 | Appointment of auditors | Re-appointment of BDO South Africa Incorporated as the auditor of the Company | For | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote on Spears remuneration policy | For | Pass | |
| Ordinary Resolution | 15 | Remuneration policy | Non-binding advisory vote on Spears implementation report on the remuneration policy | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | General authority to issue Ordinary Shares for cash | For | Pass | |
| Ordinary Resolution | 17 | Share option scheme | Amendments to the rules of the Spear REIT Limited Conditional Share Plan | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive Chairman of the board | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of non-executive Deputy Chairman of the board | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of chairman of a committee of the board | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Remuneration of member of a committee of the board | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Remuneration of member of the board | For | Pass | |
| Special Resolution | 6 | Loan/financial assistance | Inter-company financial assistance | For | Pass | |
| Special Resolution | 7 | Loan/financial assistance | Financial assistance for the subscription and or purchase of shares in the Company or a related or inter-related company | For | Pass | |
| Special Resolution | 8 | Share buy backs | Share repurchases by Spear and its subsidiaries | For | Pass | |
| Special Resolution | 9 | Other | Amendments to the Companys memorandum of incorporation | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Share buy backs | Grant: General authority to acquire the companys non-redeemable preference shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect elect directors: Geraldine Fraser-Moleketi | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect elect directors: Trix Kennealy | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect elect directors: Li Li | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect elect directors: Rose Ogega | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect elect directors: Fenglin Tian | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect elect the group audit committee member: Lwazi Bam | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect elect the group audit committee member: Sola David-Borha | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect elect the group audit committee member: Trix Kennealy | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect elect the group audit committee member: Nomgando Matyumza | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect elect the group audit committee member: Rose Ogega | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To elect the group social, ethics and sustainability committee members: Geraldine Fraser-Moleketi | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To elect the group social, ethics and sustainability committee members: Lwazi Bam | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To elect the group social, ethics and sustainability committee members: Paul Cook | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | To elect the group social, ethics and sustainability committee members: Sola David-Borha | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | To elect the group social, ethics and sustainability committee members: Jacko Maree | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | To elect the group social, ethics and sustainability committee members: Nonkululeko Nyembezi | For | Pass | |
| Ordinary Resolution | 17 | Election of directors | To elect the group social, ethics and sustainability committee members: Sim Tshabalala | For | Pass | |
| Ordinary Resolution | 18 | Appointment of auditors | Re-appointment of auditor: PricewaterhouseCoopers Incorporated | For | Pass | |
| Ordinary Resolution | 19 | Appointment of auditors | Re-appointment of auditor: Ernst and Young Incorporated | For | Pass | |
| Ordinary Resolution | 20 | Shares under director control | Place authorised but unissued non-redeemable preference shares under control of directors | For | Pass | |
| Ordinary Resolution | 21 | Shares under director control | Place authorised but unissued ordinary shares under control of directors | For | Pass | |
| Ordinary Resolution | 22 | Issuance of shares | General authority to issue authorised but unissued ordinary shares for cash | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote on remuneration policy and remuneration implementation report: Support the groups remuneration policy | Against | Poor disclosure on targets, vesting percentages and non-financial KPIs | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote on remuneration policy and remuneration implementation report: Endorse the groups remuneration implementation report | Against | Poor disclosure on targets, vesting percentages and non-financial KPIs | Pass |
| Special Resolution | 1 | Directors remuneration | Directors fees: Chairman | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Directors fees: Directors | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Directors fees: International directors | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Audit committee: Chairman | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Audit committee: Members | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Directors affairs committee: Members | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Remuneration committee: Chairman | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Remuneration committee: Members | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Risk and capital management committee: Chairman | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Risk and capital management committee: Members | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Social, ethics and sustainability committee: Chairman | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Social, ethics and sustainability committee: Members | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Information technology committee: Chairman | For | Pass | |
| Special Resolution | 14 | Directors remuneration | Information technology committee: Members | For | Pass | |
| Special Resolution | 15 | Directors remuneration | Model approval committee: Chairman | For | Pass | |
| Special Resolution | 16 | Directors remuneration | Model approval committee: Members | For | Pass | |
| Special Resolution | 17 | Directors remuneration | Large exposure credit committee members | For | Pass | |
| Special Resolution | 18 | Directors remuneration | Ad hoc committee members | For | Pass | |
| Special Resolution | 19 | Share buy backs | Grant: General authority to acquire the companys ordinary shares | For | Pass | |
| Special Resolution | 20 | Share buy backs | Grant: General authority to acquire the companys non-redeemable preference shares | For | Pass | |
| Special Resolution | 21 | Loan/financial assistance | Approve: Loans or other financial assistance to related or inter-related companies | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Ms N Ford-Hoon- Fok- as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Ms SS Mafoyane as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Adv OR Mosetlhi as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of Ms JA Finn as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Ms N Ford-Hoon- Fok- as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Ms SS Mafoyane as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Ms JA Finn as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of Ms SS Mafoyane as a member of the Social, Ethics and Environmental Committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of Ms JA Finn as a member of the Social, Ethics and Environmental Committee | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of Adv OR Mosetlhi as a member of the Social, Ethics and Environmental Committee | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | Re-appointment of PwC as independent external auditor | For | Pass | |
| Ordinary Resolution | 12 | Shares under director control | To place the unissued authorised ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | Specific authority to issue shares to afford shareholders distribution reinvestment alternatives | For | Pass | |
| Ordinary Resolution | 14 | Issuance of shares | General but restricted authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 15 | Other | Authorisation of directors and or the company secretary | For | Pass | |
| Ordinary Resolution | 16 | Remuneration policy | Non-binding advisory vote - Endorsement of remuneration policy of the Company | For | Pass | |
| Ordinary Resolution | 17 | Remuneration policy | Non-binding advisory vote - Endorsement of the implementation of the remuneration policy of the Company | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | Financial Assistance to related or inter-related parties | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial Assistance for the subscription and or purchase of securities in the Company or in related or inter-related companies | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of non-executive directors fees | For | Pass | |
| Special Resolution | 4 | Issuance of shares | Authority to issue shares to directors who elect to reinvest their distributions under the reinvestment option | For | Pass | |
| Special Resolution | 5 | Share buy backs | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Appointment of Sarita Martin as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Johann Kriek as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Des de Beer as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Des Gordon as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Protas Phili as a director | Against | Independence Reached nine years’ tenure at the end of FY24; expertise not unique on the board | Pass |
| Ordinary Resolution | 6 | Election of directors | Re-election of Barry van Wyk as a director | Against | Independence Appointed 2002 (22+ years tenure); not independent by association with Thando Sishuba (overlapping tenure on Newpark board longer than 5 years, so likely to prejudice independence of mind, according to our methodology); expertise not unique. | Pass |
| Ordinary Resolution | 7 | Election of directors | Re-election of Protas Phili as a member of the Audit and Risk Committee | Against | Independence Tenure exceeds nine years; we do not support re-election as NED. | Pass |
| Ordinary Resolution | 8 | Election of directors | Re-election of Stuart Bird as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-election of Des Gordon as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Re-election of Barry Stuhler as a member of the Audit and Risk Committee | Against | Independence Not classified as independent; co-founded Resilient in 2002 (with Des de Beer) and owns a 2.3% equity stake; King requires all audit committee members to be independent. | Withdrawn |
| Ordinary Resolution | 11 | Election of directors | Election of Des Gordon as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of Johann Kriek as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of Protas Phili as a member of the Social and Ethics Committee | Against | See resolution 3.1: we do not support re-election to the board due to lack of independence. | Pass |
| Ordinary Resolution | 14 | Election of directors | Election of Barry van Wyk as a member of the Social and Ethics Committee | Against | See resolution 3.2: we do not support re-election to the board due to lack of independence. | Pass |
| Ordinary Resolution | 15 | Appointment of auditors | Appointment of the auditor | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | General authority to issue shares for cash | Against | Selling shares at a discount to market may prejudice existing shareholders – potential value-destruction at current share price is some R55 million. Related parties may participate through bookbuild – could affect company control and expose existing shareholders to risk. | Pass |
| Ordinary Resolution | 17 | Other | Authority for the directors or the Company Secretary to implement resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote: Endorsement of the Remuneration Policy | Against | Disclosure on targets. Policy is fundamentally flawed, in our opinion, on the way it sets and discloses targets SIP lacks clear indication that targets are structured in a way that drives consistent improvement in performance, no advance disclosure for FY25 targets and we note with concern that environmental KPIs have been removed for FY25. | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote: Endorsement of the remuneration implementation report | Against | No information on required performance and how it is measured for strategic targets; not possible to ascertain that implementation report aligns with rem policy. | Pass |
| Special Resolution | 1 | Share buy backs | Approval of the repurchase of shares | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Authorising non-executive directors fees | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Authorising non-executive directors fees for Special Committee meetings | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the 2024 Report and Accounts | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | To approve the Remuneration Report | For | Pass | |
| Ordinary Resolution | 3 | Remuneration policy | To approve the Directors Remuneration Policy | For | Pass | |
| Ordinary Resolution | 4 | Dividend related | To declare a final dividend | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Neeta Atkar MBE as a Director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Chris Hill as a Director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Moira Kilcoyne as a Director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Steven Levin as a Director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Ruth Markland as a Director | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Alison Morris as a Director | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect George Reid as a Director | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Chris Samuel as a Director | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To re-elect Mark Satchel as a Director | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | To re-appoint PwC LLP as Auditor of the Company | For | Pass | |
| Ordinary Resolution | 15 | Auditor remuneration | To authorise the Board Audit Committee to determine the Auditor's remuneration | For | Pass | |
| Ordinary Resolution | 16 | Political donations | To authorise political donations by the Company and its subsidiaries | For | While this type of resolution normally concerns us, we take note of their track record around using this and the fact that they have no controversies around the use of political donations or bribery - this gives us comfort in voting for this resolution for the company. | Pass |
| Special Resolution | 1 | Share buy backs | To authorise the Company to purchase its own shares | For | Pass | |
| Special Resolution | 2 | Share buy backs | To authorise the Company to enter into Contingent Purchase Contracts for the purchase of its own shares on the JSE | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the Annual Report for the year ended 31 December 2024. | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | To approve the Directors Remuneration Report. | For | Pass | |
| Ordinary Resolution | 3 | Remuneration policy | To approve the Companys dividend policy. | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | To re-appoint Deloitte LLP as auditor. | For | Pass | |
| Ordinary Resolution | 5 | Auditor remuneration | To authorise determination of the auditors remuneration. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Harry Hyman as a Director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Mark Davies as a Director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Richard Howell as a Director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Laure Duhot as a Director. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Ian Krieger as a Director. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Ivonne Cantu as a Director. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Dr Bandhana (Bina) Rawal as a Director. | For | Pass | |
| Ordinary Resolution | 13 | Political donations | To authorise political donations. | Abstain | We don't support political donations. It is not clear whether the company donate or not. | Pass |
| Ordinary Resolution | 14 | Issuance of shares | To authorise the directors to allot shares. | For | Pass | |
| Special Resolution | 1 | Issuance of shares | To disapply pre-emption rights. | For | Pass | |
| Special Resolution | 2 | Issuance of shares | To approve a further disapplication of pre-emption rights. | For | Pass | |
| Special Resolution | 3 | Other | To approve the notice period for general meetings. | For | Pass | |
| Special Resolution | 4 | Share buy backs | To authorise the Directors to make market purchases. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Issuance of shares | Directors authority to allot shares and other securities in in Ninety One plc. | For | Pass | |
| Ordinary Resolution | 2 | Issuance of shares | Directors authority to issue shares in Ninety One Limited. | For | Pass | |
| Special Resolution | 3 | Issuance of shares | Directors authority to disapply pre-emption rights in relation to shares in Ninety One plc. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of 2024 accounts | For | Pass | |
| Ordinary Resolution | 2 | Other | Release from liability | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Ana Maria Mihaescu | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Jonathan Lurie | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of George Aase | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Rudiger Dany | For | Pass | |
| Ordinary Resolution | 7 | Directors remuneration | Authorising Directors to determine Non-Executive Directors remuneration | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Re-appointment of Ernst and Young Accountants LLP as the Auditor | For | Pass | |
| Special Resolution | 1 | Issuance of shares | General authority to issue shares for cash | Against | Potential dilution risk | Pass |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 3 | Other | Authority to cancel repurchased shares | For | Pass | |
| Special Resolution | 4 | Remuneration policy | Non-binding advisory vote - Approval of Remuneration Implementation Report | For | Pass | |
| Special Resolution | 5 | Remuneration policy | Non-binding advisory vote - Approval of Remuneration Policy | Against | Disclosure improvements required | Pass |
| Special Resolution | 6 | Other | Amendments to the Articles in order to facilitate settlement of H1 2024 distribution by capital repayment | For | Pass | |
| Special Resolution | 7 | Other | Amendments to the Articles in order to facilitate settlement of H2 2024 distribution by capital repayment | For | Pass | |
| Special Resolution | 8 | Other | Amendments to the Articles in order to update the object clause | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of director of the company appointed during the year - Election of Dr MA Hermanus | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors retiring by rotation - Re-election of Mr HR Brody, who is retiring by rotation, as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors retiring by rotation - Re-election of Ms P Langeni, who is retiring by rotation, as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors retiring by rotation - Re-election of Mr RAG Leith, who is retiring by rotation, as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of directors retiring by rotation - Re-election of Mr S Subramoney, who is retiring by rotation, as a director | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | Reappointment of external auditors - Reappointment of Ernst & Young Inc as external auditor | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Reappointment of external auditors - Reappointment of KPMG Inc as external auditor | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of the Nedbank Group Transformation, Social and Ethics Committee members - Election of Ms L Makalima as a member of the Nedbank Group Transformation, Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of the Nedbank Group Transformation, Social and Ethics Committee members - Election of Dr MA Hermanus as a member of the Nedbank Group Transformation, Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of the Nedbank Group Transformation, Social and Ethics Committee members - Election of Mr JP Quinn as a member of the Nedbank Group Transformation, Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of the Nedbank Group Transformation, Social and Ethics Committee members - Election of Mr S Subramoney as a member of the Nedbank Group Transformation, Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Appointment of the Nedbank Group Audit Committee members - Election of Mrs NP Dongwana as a member of the Nedbank Group Audit Committee | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Appointment of the Nedbank Group Audit Committee members - Election of Mr HR Brody as a member of the Nedbank Group Audit Committee | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Appointment of the Nedbank Group Audit Committee members - Election of Ms P Langeni as a member of the Nedbank Group Audit Committee | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Appointment of the Nedbank Group Audit Committee members - Election of Dr TM Nombembe as a member of the Nedbank Group Audit Committee | For | Pass | |
| Ordinary Resolution | 16 | Shares under director control | Placing the authorised but unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 17 | Shares under director control | Placing the authorised but unissued A non-redeemable non-cumulative non-participating perpetual preference shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 18 | Shares under director control | Placing the authorised but unissued cumulative redeemable non-participating preference shares under the control of the directors | For | Pass | |
| Other | 1 | Remuneration policy | Endorsements of the Remuneration Policy and the Remuneration Implementation Report - Advisory endorsement on a non-binding basis of the Nedbank Group Remuneration Policy | Against | Poor disclosure, particularly on STI, makes it difficult to assess reasonableness of awards | Pass |
| Other | 2 | Remuneration policy | Endorsements of the Remuneration Policy and the Remuneration Implementation Report - Advisory endorsement on a non-binding basis of the Nedbank Group Remuneration Implementation Report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration of the non-executive directors - Group Chairperson -all-inclusive fee | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of the non-executive directors - Lead Independent Director -additional 40 percent | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of the non-executive directors - Nedbank Group boardmember | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Committee members fees - Nedbank Group Audit Committee | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Committee members fees - Nedbank Group Credit Committee | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Committee members fees - Nedbank Group Directors- Affairs Committee | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Committee members fees - Nedbank Group Information Technology Committee | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Committee members fees - Nedbank Group Remuneration Committee | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Committee members fees - Nedbank Group Risk and Capital Management Committee | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Committee members fees - Nedbank Group Transformation, Social and Ethics Committee | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Committee members fees - Nedbank Group Sustainability and Climate Resilience Committee | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Committee members fees - Ad hoc meeting fee | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Remuneration of non-executive directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson - Acting Group Chairperson | For | Pass | |
| Special Resolution | 14 | Directors remuneration | Remuneration of non-executive directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson - Acting Lead Independent Director | For | Pass | |
| Special Resolution | 15 | Directors remuneration | Remuneration of non-executive directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson - Acting Board Committee Chairperson | For | Pass | |
| Special Resolution | 16 | Share buy backs | General authority to repurchase ordinary shares | For | Pass | |
| Special Resolution | 17 | Loan/financial assistance | General authority to provide financial assistance to related and interrelated companies | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the report and accounts | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | To approve the remuneration report (other than the policy). | For | Pass | |
| Ordinary Resolution | 3 | Dividend related | To declare a final dividend | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To elect Sucheta Govil as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Svein Richard Brandtzaeg as a director | Against | Reputational risk with class action against Norse Hydro while he was CEO | Pass |
| Ordinary Resolution | 6 | Election of directors | To re-elect Sue Clark as a director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Anke Groth as a director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Andrew King as a director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Saki Macozoma as a director | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Mike Powell as a director | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Dame Angela Strank as a director | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Philip Yea as a director | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To re-elect Stephen Young as a director | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | To appoint the auditors | For | Pass | |
| Ordinary Resolution | 15 | Auditor remuneration | To authorise the Audit Committee to determine the auditors remuneration | For | Pass | |
| Ordinary Resolution | 16 | Share option scheme | To approve the Mondi plc 2025 Long Term Incentive Plan | For | Pass | |
| Ordinary Resolution | 17 | Share option scheme | To approve the Mondi plc 2025 Bonus Share Plan | For | Pass | |
| Ordinary Resolution | 18 | Issuance of shares | To authorise the directors to allot relevant securities | For | Pass | |
| Special Resolution | 1 | Issuance of shares | To authorise the directors to disapply pre-emption rights | Against | Not in shareholders best interest to disapply pre emptive rights. | Pass |
| Special Resolution | 2 | Share buy backs | To authorise Mondi plc to purchase its own shares | For | Pass | |
| Special Resolution | 3 | Other | To authorise general meetings to be held on 14 days notice | Against | Governance potentially compromised by shorter notice pertiod. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Reappointment of independent external auditor | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election or election of directors: To re-elect Mrs Mary Sina Bomela as a director of the Company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election or election of directors: To re-elect Mr Themba Moyeni Mkhwanazi as a director of the Company | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election or election of directors: To elect Ms Neo Violet Mokhesi as a director of the Company | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election or election of directors: To elect Mr Matthew Thomas Samuel Walker as a director of the Company | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Social, Ethics and Transformation Committee members: To elect Mrs Mary Sina Bomela as a member of the Committe | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Social, Ethics and Transformation Committee members: To elect Mr Terence Philip Goodlace as a member of the Committee | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of Social, Ethics and Transformation Committee members: To elect Mrs Nomalizo (Ntombi) Beryl Langa-Royds as a member of the Committe | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of Social, Ethics and Transformation Committee members: To elect Mr Bothwell Anesu Mazarura as a member of the Committee | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of Social, Ethics and Transformation Committee members: To elect Ms Neo Violet Mokhesi as a member of the Committee | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of Social, Ethics and Transformation Committee members: To elect Ms Nompumelelo (Mpumi) Dessederia Zikalala as a member of the Committee | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of Audit Committee members: To elect Mr Sango Siviwe Ntsaluba as a member of the Committee | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of Audit Committee members: To elect Mrs Mary Sina Bomela as a member of the Committee | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Election of Audit Committee members: To elect Mr Aman Jeawon as a member of the Committee | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Election of Audit Committee members: To elect Mrs Michelle Anne Jenkins as a member of the Committee | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | Election of Audit Committee members: To elect Ms Neo Violet Mokhesi as a member of the Committee | For | Pass | |
| Ordinary Resolution | 17 | Remuneration policy | Non-binding advisory vote: Approval of the remuneration policy | Against | STI: disclosure is inadequate, and we do not agree with some STI performance metrics – for FY24, some KPIs lack quantitative targets, and the sum of the weightings is greater than 100%, with no explanation provided; there is no advance disclosure for FY25 STI. LTI: we do not like TSR as a KPI | Pass |
| Ordinary Resolution | 18 | Remuneration policy | Non-binding advisory vote: Approval for the implementation of the remuneration policy | Against | Disclosure on STI targets and performance outcomes insufficient to link STI performance to award; disclosure in implementation report is insufficient to show whether remuneration practices align with policy | Pass |
| Ordinary Resolution | 19 | Issuance of shares | General authority for directors to allot and issue ordinary shares | Against | No motivation provided for authority sought and stock rating is cheap. | Pass |
| Ordinary Resolution | 20 | Other | Authorisation to sign documents to give effect to resolutions | For | Pass | |
| Special Resolution | 1 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration payable to non-executive directors | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Approval for the granting of financial assistance in terms of sections 44 and 45 of the Companies Act | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of directors: RSM Ndlovu | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of directors: A Khumalo | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of non-executive directors retiring by rotation: CA Carolus | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of non-executive directors retiring by rotation: ZP Zatu Moloi | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of members and appointment of Chairperson of the Social, Ethics and Sustainability committee: WJ Grindrod (Chairperson) | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of members and appointment of Chairperson of the Social, Ethics and Sustainability committee: CA Carolus (subject to passing ordinary resolution 2.1) | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of members and appointment of Chairperson of the Social, Ethics and Sustainability committee: ZP Zatu Moloi (subject to passing ordinary resolution 2.2) | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of members and appointment of Chairperson of the Social, Ethics and Sustainability committee: A Khumalo (subject to passing ordinary resolution 1.2) | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of members and appointment of Chairperson of the Social, Ethics and Sustainability committee: XF Mbambo | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of members and appointment of Chairperson of the Audit committee: ZP Zatu Moloi (Chairperson) (subject to passing ordinary resolution 2.2) | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of members and appointment of Chairperson of the Audit committee: D Malik | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of members and appointment of Chairperson of the Audit committee: A Khumalo (subject to passing ordinary resolution 1.2) | For | Pass | |
| Ordinary Resolution | 13 | Appointment of auditors | Re-appointment of independent auditor and the designated audit partner: Re-appointment of PwC as independent auditor | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | Re-appointment of independent auditor and the designated audit partner: Re-appointment of N Ndiweni as designated audit partner | For | Pass | |
| Ordinary Resolution | 15 | Share option scheme | Amendments to Forfeitable Share Plan | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote: Confirmation of the Group Remuneration Policy | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote: Confirmation of the Group implementation report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Act | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Act | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority to repurchase of Grindrods ordinary shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the Companys accounts and the reports of the Directors and auditors for the year ended 31 December 2024. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Kalidas Madhavpeddi as a Director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Gary Nagle as a Director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Martin Gilbert as a Director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Gill Marcus as a Director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Cynthia Carroll as a Director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Liz Hewitt as a Director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To elect John Wallington as a Director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To elect Maria Margarita Zuleta as a Director. | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | To reappoint Deloitte LLP as the Companys auditors to hold office until the conclusion of the next general meeting at which accounts are laid. | For | Pass | |
| Ordinary Resolution | 11 | Auditor remuneration | To authorise the audit committee to fix the remuneration of the auditors. | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | To approve the Directors Remuneration Report (excluding the Directors Remuneration Policy) as set out in the 2024 Annual Report. | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | To renew the authority conferred on the Directors pursuant to Article 10.2 of the Company's Articles of Association. | Against | Quantum of potential share issue/allotment is excessive | Pass |
| Special Resolution | 1 | Other | To approve that the Companys capital contribution reserves (forming part of its share premium account) be reduced and be repaid to shareholders as per the terms set out in the notice of meeting. | For | Pass | |
| Special Resolution | 2 | Issuance of shares | Irrespective of whether Resolution 16 is passed, if Resolution 14 is passed, to authorise the Directors pursuant to Article 10.3 of the Articles to allot equity securities for an Allotment Period. | Against | Donot believe the disapplication of pre=emptive rights is in the best interest of minority shareholders | Pass |
| Special Resolution | 3 | Other | That in accordance with Article 40A of the Companies Jersey) Law 1991, all of the Companys shares shall be converted into no par value shares. | For | Pass | |
| Special Resolution | 4 | Share buy backs | To authorise the Company to make market purchases of ordinary Shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Reappointment of PwC as the auditors of the Company | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of a director - Mr AT Dall | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of a director - Ms ZBM Bassa | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of a director - Ms SL McCrae | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of a director - Ms MC Bitar | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of a director - Ms JE McGill | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of a director - Mr A Andani | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of a member and Chairperson of the Audit Committee - Ms PG Sibiya | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of a member of the Audit Committee - Ms ZBM Bassa | Against | Not independent by association with audit committee chair Philiswe Sibiya - in our view, they should not serve on audit committee together and we support Ms Sibiya’s election | Pass |
| Ordinary Resolution | 10 | Election of directors | Re-election of a member of the Audit Committee - Mr CAT Smit | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of a member and Chairperson of the Social, Ethics and Transformation -SET- Committee - Ms MC Bitar | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of a member of the SET Committee - Mr A Andani | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of a member of the SET Committee - Mr MJ Fraser | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Election of a member of the SET Committee - Ms SL McCrae | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Election of a member of the SET Committee - Mr CAT Smit | For | Pass | |
| Ordinary Resolution | 16 | Remuneration policy | Advisory endorsement of the Remuneration Policy | Against | Material disclosure gaps and we find structure less than ideal in supporting long-term value-creation; no advance disclosure on LTI – severely weakens shareholders’ ability to hold management accountable | Pass |
| Ordinary Resolution | 17 | Remuneration policy | Advisory endorsement of the Remuneration Implementation Report | Against | Material disclosure gaps and we find structure less than ideal in supporting long-term value-creation; no advance disclosure on LTI – severely weakens shareholders’ ability to hold management accountable | Pass |
| Ordinary Resolution | 18 | Other | Authority to implement the resolutions | For | Pass | |
| Special Resolution | 1 | Issuance of shares | Approval for the issuing of equity securities for cash | Against | Selling shares at a discount to market may prejudice existing shareholders – potential value-erosion at current share price would be more than R1.6 billion. Approving this resolution expressly allows related parties to participate – could affect company control and expose existing shareholders to risk | Fail |
| Special Resolution | 2 | Directors remuneration | Approval for the remuneration of NEDs - The Chairperson of the Board -all-inclusive fee | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval for the remuneration of NEDs - The Lead Independent Director of the Board -all-inclusive fee | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval for the remuneration of NEDs - Members of the Board -excluding the Chairperson and Lead Independent Director of the Board | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval for the remuneration of NEDs - The Chairperson of the Audit Committee | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval for the remuneration of NEDs - The Chairpersons of the Nominating and Governance Committee - Remuneration Committee - Risk Committee - SET Committee Safety, Health and Sustainable Development -SHSD- Committee - Strategy and Investment Committee - and Technical Committee -excluding the Chairperson and Lead Independent Director of the Board | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval for the remuneration of NEDs - Members of the Audit Committee -excluding the Chairperson of the Audit Committee and Lead Independent Director of the Board | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval for the remuneration of NEDs - Members of the Nominating and Governance Committee - Remuneration Committee - Risk Committee - SET Committee - SHSD Committee - Strategy and Investment Committee - and Technical Committee -excluding the Chairpersons of these committees, Chairperson and Lead Independent Director of the Board | For | Pass | |
| Special Resolution | 9 | Share buy backs | Acquisition of the Companys own shares | For | Pass | |
| Special Resolution | 10 | Loan/financial assistance | Approval for the Company to grant inter-Group financial assistance in terms of sections 44 and 45 of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Resolution to re-elect directors: Re-election of Ms Geraldine Fraser-Moleketi as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Resolution to re-elect directors: Re-election of Mr Isaac Malevu as a non-executive director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Resolution to re-elect directors: Re-election of Mr Billy Mawasha as an independent non-executive director | Against | Independence, capacity | Pass |
| Ordinary Resolution | 4 | Election of directors | Resolution to elect group audit committee members: Election of Mr Billy Mawasha as a member of the group audit committee | Against | Independence, capacity | Pass |
| Ordinary Resolution | 5 | Election of directors | Resolution to elect group audit committee members: Election of Ms Nondumiso Medupe as a member of the group audit committee | Against | Independence, capacity | Pass |
| Ordinary Resolution | 6 | Election of directors | Resolution to elect group audit committee members: Election of Ms Nosipho Molope as a member of the group audit committee | Against | Independence, capacity | Pass |
| Ordinary Resolution | 7 | Election of directors | Resolution to elect group audit committee members: Election of Ms Chanda Nxumalo as a member of the group audit committee | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Resolution to elect group SERC members: Election of Ms Geraldine Fraser-Moleketi as a member of the group SERC | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Resolution to elect group SERC members: Election of Dr Phumla Mnganga as a member of the group SERC | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Resolution to elect group SERC members: Election of Mr Peet Snyders as a member of the group SERC | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Resolution to elect group SERC members: Election of Ms Nosipho Molope as a member of the group SERC | Against | Independence, capacity | Pass |
| Ordinary Resolution | 12 | Election of directors | Resolution to elect group SERC members: Election of Ms Karin Ireton as a member of the group SERC | For | Pass | |
| Ordinary Resolution | 13 | Appointment of auditors | Resolution to re-appoint KPMG Inc. as independent external auditor for the financial year ending 31 December 2025, until the conclusion of the next AGM | For | Pass | |
| Ordinary Resolution | 14 | Shares under director control | Resolution for a general authority to place authorised but unissued ordinary shares under the control of the directors | Against | Authority sought over 5% of shares (excl incentive scheme shares); no reason provided; Company in a solid liquidity position with the share trading at a discount. | Pass |
| Ordinary Resolution | 15 | Issuance of shares | Resolution for a general authority to issue shares for cash | Against | no reason provided; Company in a solid liquidity position with the share trading at a discount. | Fail |
| Ordinary Resolution | 16 | Other | Resolution to authorise a director and or the group company secretary to implement the resolutions set out in the notice convening the AGM | For | Pass | |
| Other | 1 | Remuneration policy | Resolution through non-binding advisory vote to approve the Exxaro remuneration policy | Against | Disclosure: insufficient information on STI KPIs and targets | Pass |
| Other | 2 | Remuneration policy | Resolution through non-binding advisory vote to endorse the implementation of the Exxaro remuneration policy | Against | Disclosure: insufficient information on STI KPIs and targets | Pass |
| Special Resolution | 1 | Directors remuneration | Special resolution to approve non-executive directors fees for the period 1 June 2025 to the end of the month in which the next AGM is held | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Special resolution to authorise financial assistance for the subscription of securities | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Special resolution to authorise financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 4 | Share buy backs | Special resolution for a general authority to repurchase shares | Against | We view share buybacks favourably but a 10% premium to prevailing share price is not palatable to us. Also, a 20% limit is high – we would prefer a cap at 10% in the context of Eyeswizwe that holds meaningful Exxaro shares (potential to cross meaningful thresholds at 20%) | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Receipt of the 2024 Annual Report and Accounts | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | Approval of the Directors Remuneration Policy | Against | Policy and metrics allows for significant payment of STI's and LTI's in what has been a disappointing performance - weak combustible performance, weak US combustible operating profit (went backwards), and under performance on the NGP portfolio with margins well below were they should be at scale. | Pass |
| Ordinary Resolution | 3 | Remuneration policy | Approval of the 2024 Directors remuneration report | Against | Policy and metrics allows for significant payment of STI's and LTI's in what has been a disappointing performance - weak combustible performance, weak US combustible operating profit (went backwards), and under performance on the NGP portfolio with margins well below were they should be at scale. | Pass |
| Ordinary Resolution | 4 | Appointment of auditors | Re-appointment of KPMG as the Companys auditors | For | Pass | |
| Ordinary Resolution | 5 | Auditor remuneration | Authority for the Audit Committee to agree the Auditors remuneration | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Luc Jobin as a Director -N | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of Tadeu Marroco as a Director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of Kandy Anand as a Director -N, R | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-election of Karen Guerra as a Director -N, R | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Re-election of Holly Keller Koeppel as a Director -A, N | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Re-election of Veronique Laury as a Director -A, N | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Re-election of Darrell Thomas as a Director -A, N | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Re-election of Serpil Timuray as a Director -N, R | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Election of Soraya Benchikh as a Director | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Election of Uta Kemmerich-Keil as a Director -A, N | For | Pass | |
| Ordinary Resolution | 16 | Political donations | Authority to make donations to political organisations and to incur political expenditure | Against | No justification or criteria for the donation | Pass |
| Ordinary Resolution | 17 | Issuance of shares | Authority for the Directors to allot shares | For | Pass | |
| Ordinary Resolution | 18 | Share option scheme | To approve the Performance Share Plan -PSP- and to authorise the Directors to establish further plans based on the PSP | Against | Metrics on performance measurements are not clear | Pass |
| Special Resolution | 1 | Issuance of shares | Authority for the Directors to disapply statutory pre-emption rights | Against | We do ordinarily give authority for disapplication of pre emptive rights | Pass |
| Special Resolution | 2 | Share buy backs | Authority for the Company to purchase its own shares | For | Pass | |
| Special Resolution | 3 | Other | Notice period for General Meetings | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Approval of the statutory annual accounts: approving the statutory annual accounts relating to the accounting year ended on 31 December 2024, including the following allocation of the result. | For | Pass | |
| Ordinary Resolution | 2 | Other | Discharge to the directors: granting discharge to the directors for the performance of their duties during the accounting year ended on 31 December 2024. | For | Pass | |
| Ordinary Resolution | 3 | Other | Discharge to the statutory auditor: granting discharge to the statutory auditor for the performance of his duties during the accounting year ended on 31 December 2024. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Reappointment of directors: upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Martin J. Barrington, for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2025. The Company?s Corporate Governance Charter provides that the term of office of directors ends after the annual shareholders meeting following their 70th birthday, except as provided by the Board of Directors in special cases. The Board of Directors has determined that an exception is justified for Mr. Barrington because of the key role that he has played and continues to play as Chairman of the Board of Directors. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Reappointment of directors: upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Salvatore Mancuso for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2025. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Reappointment of directors: upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Alejandro Santo Domingo, for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2025. | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Reappointment statutory auditor and remuneration: renewing, upon recommendation of the Audit Committee, for a period of three years ending after the shareholders meeting which will be asked to approve the accounts for the year 2027, the mandate as statutory auditor and the mandate of providing the assurance of the sustainability reporting as set forth in article 3:58, section 6 of the Belgian Code of Companies and Associations of PwC Bedrijfsrevisoren BV/PwC Reviseurs dEntreprises SRL, with registered office at Culliganlaan 5, 1831 Machelen and registered with the register of legal entities under number 0429.501.944 RLE (Brussels), currently represented by Peter Dhondt BV (represented by its permanent representative Peter Dhondt, bedrijfsrevisor/reviseur dentreprises), and setting, in agreement with the auditor, its yearly remuneration to EUR 2,156,770 for the statutory auditor mandate and EUR 1,035,000 for the assurance of the sustainability reporting? and acknowledging, to the extent applicable and/or necessary, that the condition precedent to the decision of the Companys shareholders meeting held on 24 April 2024 to extend, for the remaining duration of its mandate as statutory auditor, the mandate of the Companys statutory auditor with the mandate of providing the assurance opinion in respect of the sustainability reporting as set forth in article 3:58, section 6 of the Belgian Code of Companies and Associations, has been satisfied. | For | Pass | |
| Ordinary Resolution | 8 | Remuneration policy | Remuneration report: approving the remuneration report for the financial year 2024. The 2024 annual report containing the remuneration report is available on the Companys website as indicated in this notice. | Against | Individual KPI's have no weights and targets. Do not agree with aggregation of CFO and other exec's salaries. No climate-related / ESG KPI's for STI and LTI. | Pass |
| Ordinary Resolution | 9 | Other | Filings: without prejudice to other delegations of powers to the extent applicable, granting powers to Jan Vandermeersch, Global Legal Director Corporate, with power to substitute, to proceed to any filings and publication formalities in relation to the above resolutions. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Receipt of 2024 Annual Report and Accounts - To receive and consider the Companys annual report and accounts for the year ended 31 December 2024 -the 2024 ARA-, together with the reports of the directors and the statutory auditors thereon. | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | Directors Remuneration Report - To approve the Directors Remuneration Report for the year ended 31 December 2024 as set out in the 2024 ARA. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of Director - To elect Mr. Bruce Cleaver as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of Director - To elect Ms. Nicky Newton-King as a director. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the report and accounts. | For | Pass | |
| Ordinary Resolution | 2 | Dividend related | To declare a final dividend. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To elect Anne Wade as a director of the Company. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Stuart Chambers as a director of the Company. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Duncan Wanblad as a director of the Company. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect John Heasley as a director of the Company | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Ian Tyler as a director of the Company. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Magali Anderson as a director of the Company. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Ian Ashby as a director of the Company. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Marcelo Bastos as a director of the Company. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Hilary Maxson as a director of the Company. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Hixonia Nyasulu as a director of the Company. | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To re-elect Nonkululeko Nyembezi as a director of the Company. | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP as auditor of the Company for the ensuing year. | For | Pass | |
| Ordinary Resolution | 15 | Auditor remuneration | To authorise the directors to determine the remuneration of the auditor. | For | Pass | |
| Ordinary Resolution | 16 | Remuneration policy | To approve the implementation report contained in the directors remuneration report. | For | Pass | |
| Ordinary Resolution | 17 | Issuance of shares | To authorise the directors to allot shares. | For | Pass | |
| Special Resolution | 1 | Issuance of shares | To disapply pre-emption rights. | Against | Not good corporate governance to disallow pre emptive rights, opens up the risk of dilution | Pass |
| Special Resolution | 2 | Share buy backs | To authorise the purchase of own shares. | For | Pass | |
| Special Resolution | 3 | Other | To authorise the directors to call general meetings - other than an AGM - on not less than 14 clear days notice. | Against | No reasons given as to why the 14 day notice would be called upon when the AOA says 21 days. | Pass |
| Ordinary Resolution | 1 | Other | To approve (amongst others) the Demerger Distribution, the Demerger and the Share Consolidation, together with all related ancillary matters as set out in the ordinary resolution. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of the Independent external auditor and appointment of the designated individual audit partner. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of non-executive directors - Mr WH Dissinger. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of non-executive directors - Ms FFT Dludlu (De Buck). | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of non-executive directors - Ms AM Roets. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of non-executive directors - Ms PG Sibiya. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Mr H Riemensperger as an executive director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of non-executive directors - Ms N T Moholi. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of non-executive directors - Mr J Ndlovu. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of non-executive directors - Mr B Mawasha. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of Audit Committee members - Ms AM Roets. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of Audit Committee members - Ms FFT Dludlu (De Buck). | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of Audit Committee members - Mr WH Dissinger. | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of Social, Ethics and Sustainability Committee members - Ms FFT Dludlu (De Buck). | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Election of Social, Ethics and Sustainability Committee members - Ms PM O Brien. | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Election of Social, Ethics and Sustainability Committee members - Mr B Mawasha. | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | Election of Social, Ethics and Sustainability Committee members - Ms PG Sibiya. | For | Pass | |
| Ordinary Resolution | 17 | Remuneration policy | Non-binding advisory resolutions - Remuneration policy. | For | Pass | |
| Ordinary Resolution | 18 | Remuneration policy | Non-binding advisory resolutions - Implementation report. | For | Pass | |
| Ordinary Resolution | 19 | Other | Directors authority to implement special and ordinary resolutions. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive director fees - Board, Chairperson. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of non-executive director fees - Board, Non-Executive Director. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of non-executive director fees - Audit Committee, Chairperson. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of non-executive director fees - Risk Committee, Chairperson. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of non-executive director fees - EHS Committee, Chairperson. | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of non-executive director fees - Remuneration and Human Capital Committee, Chairperson. | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of non-executive director fees - Social, Ethics and Sustainability Committee, Chairperson. | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval of non-executive director fees - Nominations, Governance and Directors Affairs Committee, Chairperson. | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Approval of non-executive director fees - Investment, Innovation and Technology Committee, Chairperson. | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Approval of non-executive director fees - Audit Committee, Member. | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Approval of non-executive director fees - Remuneration and Human Capital Committee, Member. | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Approval of non-executive director fees - Social, Ethics and Sustainability, Member. | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Approval of non-executive director fees - Other Board Committees, Member. | For | Pass | |
| Special Resolution | 14 | Directors remuneration | Approval of non-executive director fees - Special meeting attendance fee. | For | Pass | |
| Special Resolution | 15 | Directors remuneration | Approval of non-executive director fees - Per-trip allowance. | For | Pass | |
| Special Resolution | 16 | Loan/financial assistance | Approval of financial assistance to related or inter-related company (section 45). | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Share buy backs | Approval of the Scheme in terms of sections 114-1-c- and 114-1-e-, read with section 115-2-a-, of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | To appoint the Companys joint external auditor to serve until the conclusion of the 2025 financial year audit - KPMG Inc. (KPMG) | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | To appoint the Companys joint external auditor to serve until the conclusion of the 2025 financial year audit - PricewaterhouseCoopers Inc. (PwC) | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Alpheus Mangale as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Fulvio Tonelli as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Nonhlanhla Mjoli-Mncube as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Peter Mageza as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Rene van Wyk as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Tasneem Abdool-Samad as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To elect the following directors who were appointed after the last AGM - Deon Raju, as an executive director (appointment effective 26 April 2024) | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To elect the following directors who were appointed after the last AGM - Charles Russon, as an executive director (appointment effective 15 October 2024 until 16 June 2025) | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To elect the following directors who were appointed after the last AGM - Sindi Zilwa, as an independent non-executive director (appointment effective 1 April 2025) | For | We note the large number of directorships she holds, but have some comfort in high levels of board attendance. We will keep an eye on this director's attendance | Pass |
| Ordinary Resolution | 12 | Election of directors | To elect the following directors who were appointed after the last AGM - Zarina Bassa, as an independent non-executive director (appointment effective 1 April 2025) | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To elect the following directors who were appointed after the last AGM - Kenny Fihla, as an executive director (Group Chief Executive Officer) (appointment effective 17 June 2025) | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Sindi Zilwa (subject to election as an independent non-executive director pursuant to Ordinary Resolution number 4.3) | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Zarina Bassa (subject to election as an independent non-executive director pursuant to Ordinary Resolution number 4.4) | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Alison Beck | For | Pass | |
| Ordinary Resolution | 17 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Peter Mageza | For | Pass | |
| Ordinary Resolution | 18 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Fulvio Tonelli (subject to re-election as an independent non-executive director pursuant to Ordinary Resolution number 3.2) | For | We note the large number of directorships he holds, but have some comfort in high levels of board attendance. We will keep an eye on this director's attendance | Pass |
| Ordinary Resolution | 19 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Rene van Wyk (subject to re-election as an independent non-executive director pursuant to Ordinary Resolution number 3.5) | Against | Board chairman should not sit on the audit committee | Withdrawn |
| Ordinary Resolution | 20 | Election of directors | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Tasneem Abdool-Samad (subject to re-election as an independent non-executive director pursuant to Ordinary Resolution number 3.6) | For | Pass | |
| Ordinary Resolution | 21 | Election of directors | To appoint the members of the Social, Sustainability and Ethics Committee - Sindi Zilwa (subject to election as an independent non-executive director pursuant to Ordinary Resolution number 4.3) | For | Pass | |
| Ordinary Resolution | 22 | Election of directors | To appoint the members of the Social, Sustainability and Ethics Committee - Ihron Rensburg | For | Pass | |
| Ordinary Resolution | 23 | Election of directors | To appoint the members of the Social, Sustainability and Ethics Committee - Luisa Diogo | For | Pass | |
| Ordinary Resolution | 24 | Election of directors | To appoint the members of the Social, Sustainability and Ethics Committee - Nonhlanhla Mjoli-Mncube (subject to re-election as an independent non-executive director pursuant to Ordinary Resolution number 3.3) | For | Pass | |
| Ordinary Resolution | 25 | Election of directors | To appoint the members of the Social, Sustainability and Ethics Committee - Rose Keanly | For | Pass | |
| Ordinary Resolution | 26 | Election of directors | To appoint the members of the Social, Sustainability and Ethics Committee - Sello Moloko | For | Pass | |
| Ordinary Resolution | 27 | Election of directors | To appoint the members of the Social, Sustainability and Ethics Committee - Kenny Fihla (subject to election as an executive director (Group Chief Executive Officer) pursuant to Ordinary Resolution number 4.5) | For | Pass | |
| Ordinary Resolution | 28 | Shares under director control | To place the authorised but unissued ordinary share capital of the Company under the control of the directors. | For | Vote for this because it is needed for capital reasons, limited to 5% | Pass |
| Other | 1 | Remuneration policy | Non-binding advisory vote - To endorse the Companys remuneration policy. | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote - To endorse the Companys remuneration implementation report. | Against | Poor disclosure makes it difficult to assess the reasonableness of remuneration | Pass |
| Special Resolution | 1 | Directors remuneration | To approve the proposed remuneration of the non-executive directors for their services as directors, payable from 1 June 2025 to, and including, the last day of the month preceding the date of the next AGM. | For | Pass | |
| Special Resolution | 2 | Share buy backs | To grant a general authority to the directors to approve repurchase of the Company's ordinary shares. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | To grant a general authority to the Company to approve financial assistance in terms of section 44 of the Companies Act No. 71 of 2008. | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | To grant a general authority to the Company to approve financial assistance in terms of section 45 of the Companies Act No. 71 of 2008. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-election of J du Toit as Director | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-election of L Andrag as Director | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-election of N Mkhize as Director | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Re-appointment of members of the Audit and Risk Committee ? K Nkuna | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-appointment of members of the Audit and Risk Committee ? J Wiese | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Re-appointment of members of the Audit and Risk Committee ? F Futwa | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Appointment of members of the Social and Ethics Committee ? L Andrag | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Appointment of members of the Social and Ethics Committee ? F Futwa | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Appointment of members of the Social and Ethics Committee ? R Kader | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Re-appointment of Forvis Mazars as auditors | For | Pass | |
| Ordinary Resolution | 5 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 6.1 | Remuneration policy | Non-binding advisory vote on remuneration policy | For | Pass | |
| Ordinary Resolution | 6.2 | Remuneration policy | Non-binding advisory vote on the Remuneration Implementation Report | For | Pass | |
| Ordinary Resolution | 7 | Issuance of shares | Authority to sell Treasury Shares | For | Pass | |
| Ordinary Resolution | 8 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Special Resolution | 1 | Share buybacks | Share repurchases | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 3.1 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Chairman of the Board | For | Pass | |
| Special Resolution | 3.2 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Non-Executive Director | For | Pass | |
| Special Resolution | 3.3 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Chairman of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 3.4 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Member of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 3.5 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Chairman of the Remuneration Committee | For | Pass | |
| Special Resolution | 3.6 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Member of the Remuneration Committee | For | Pass | |
| Special Resolution | 3.7 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Chairman of the Investment Committee | For | Pass | |
| Special Resolution | 3.8 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Member of the Investment Committee | For | Pass | |
| Special Resolution | 3.9 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Chairman of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 3.1 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Member of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 3.11 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Chairman of the Nomination Committee | For | Pass | |
| Special Resolution | 3.12 | Directors remuneration | Approval of fees payable to Non-Executive Directors ? Member of the Nomination Committee | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | Financial assistance for the subscription and or purchase of shares in the Company or a related or inter-related company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Confirmation of directors appointed since the last AGM: Funke Ighodaro as independent non-executive director | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Confirmation of directors appointed since the last AGM: Reeza Isaacs as executive director | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Re-election of directors retiring by rotation: Mike Bosman | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of directors retiring by rotation: Pedro da Silva | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Re-election of directors retiring by rotation: Shirley Zinn | For | Pass | |
| Ordinary Resolution | 3.1 | Appointment of auditors | Re-election of independent external auditor and appointment of designated audit partner: PricewaterhouseCoopers Inc. as external auditor | For | Pass | |
| Ordinary Resolution | 3.2 | Appointment of auditors | Re-election of independent external auditor and appointment of designated audit partner: Pieter Pelcher, as designated audit partner | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Election of members of the Audit Committee: Funke Ighodaro, subject to passing of resolution 1.1 | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Election of members of the Audit Committee: Lwazi Koyana | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Election of members of the Audit Committee: Sundeep Naran | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of members of the Social, Ethics and Sustainability Committee: Sundeep Naran | For | Pass | |
| Ordinary Resolution | 5.2 | Election of directors | Election of members of the Social, Ethics and Sustainability Committee: Liesbeth Botha | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of members of the Social, Ethics and Sustainability Committee: Marie Jamieson | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | Election of members of the Social, Ethics and Sustainability Committee: Lwazi Koyana | For | Pass | |
| Ordinary Resolution | 5.5 | Election of directors | Election of members of the Social, Ethics and Sustainability Committee: Shirley Zinn | For | Pass | |
| Ordinary Resolution | 5.6 | Election of directors | Election of members of the Social, Ethics and Sustainability Committee: Kevin OBrien | For | Pass | |
| Ordinary Resolution | 6 | Issuance of shares | Authority to issue shares for the purpose of The SPAR Group Ltd Conditional Share Plan (CSP) | For | Pass | |
| Ordinary Resolution | 7 | Remuneration policy | Non binding advisory vote on the remuneration policy | Against | Structure, Disclosure (Cant measure someone if you don't give us the metrics on which they should be measured and hurdle rates in advance). Allows management and the board to move the goal posts. | Pass |
| Ordinary Resolution | 8 | Remuneration policy | Non binding advisory vote on the remuneration implementation report | Against | Structure, Disclosure (Cant measure someone if you don't give us the metrics on which they should be measured and hurdle rates in advance). Allows management and the board to move the goal posts. | Pass |
| Special Resolution | 1 | Loan/financial assistance | Financial assistance to related and inter related companies | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Non executive directors fees | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Implementation | For | Pass | |
| Special Resolution | 1 | Other | Approval of the Scheme in terms of sections 114 and 115 | For | Fail | |
| Special Resolution | 2 | Other | Revocation of Special Resolution Number 1 | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of Independent Board members? remuneration | Against | This is part of directors' duties to shareholders. Should not get paid additional fees. | Fail |
| Special Resolution | 4 | Other | Amendment of the Barloworld MOI in relation to Barloworld Preference Shares | For | Fail |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors who retire by rotation: Re-election of HH Hickey | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors who retire by rotation: Re-election of SH Muller | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors who retire by rotation: Re-election of P Disberry | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors who retire by rotation: Re-election of LI Mophatlane | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-appointment of the audit and risk committee members: Re-appointment of HH Hickey | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-appointment of the audit and risk committee members: Re-appointment of F Petersen-Cook | Against | Mrs Petersen-Cook is Chair of the Audit committee at Escap SOC Ltd. The Prudential Authority imposed a R5mil fine for failing to ensure reliable financial reporting to the PA. We did not see her fit to serve on this committee. We have since engaged with the director to gain a better understanding of the issue, and will be voting for going forward | Pass |
| Ordinary Resolution | 7 | Election of directors | Re-appointment of the audit and risk committee members: Re-appointment of ZN Malinga | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-appointment of the audit and risk committee members: Re-appointment of SH Muller | Against | Mr Muller is not independent, relating to his previous positions at KAP and JD Group | Pass |
| Ordinary Resolution | 9 | Appointment of auditors | Re-appointment of auditor: Re-appointment of PricewaterhouseCoopers Inc | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Appointment of the social and ethics committee members: Appointment of F Petersen-Cook | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Appointment of the social and ethics committee members: Appointment of ZN Malinga | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Appointment of the social and ethics committee members: Appointment of P Disberry | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Appointment of the social and ethics committee members: Appointment of PJ Erasmus | For | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | Non binding advisory vote on Pepkors remuneration policy: Approval of remuneration policy | Against | CEO and COO salaries excessive versus peer group companies. Using 1 KPI for 90% of STI is inappropriate. The same target range is used for Threshold, On-target and Stretched performance, which is not appropriate. Too low emphasis put on ESG and BEE. No vesting period for STI awards. | Pass |
| Ordinary Resolution | 15 | Remuneration policy | Non binding advisory vote on Pepkors implementation report on the remuneration policy: Approval of implementation report on remuneration policy | Against | CEO and COO salaries excessive versus peer group companies. Using 1 KPI for 90% of STI is inappropriate. The same target range is used for Threshold, On-target and Stretched performance, which is not appropriate. Too low emphasis put on ESG and BEE. No vesting period for STI awards. | Fail |
| Special Resolution | 1.1 | Directors remuneration | Remuneration of non-executive directors: Board chair | For | Pass | |
| Special Resolution | 1.2 | Directors remuneration | Remuneration of non-executive directors: Lead independent director | For | Pass | |
| Special Resolution | 1.3 | Directors remuneration | Remuneration of non-executive directors: Board members | For | Pass | |
| Special Resolution | 1.4 | Directors remuneration | Remuneration of non-executive directors: Audit and risk committee chair | For | Pass | |
| Special Resolution | 1.5 | Directors remuneration | Remuneration of non-executive directors: Audit and risk committee members | For | Pass | |
| Special Resolution | 1.6 | Directors remuneration | Remuneration of non-executive directors: Human resources and remuneration committee chair | For | Pass | |
| Special Resolution | 1.7 | Directors remuneration | Remuneration of non-executive directors: Human resources and remuneration committee members | For | Pass | |
| Special Resolution | 1.8 | Directors remuneration | Remuneration of non-executive directors: Social and ethics committee chair | For | Pass | |
| Special Resolution | 1.9 | Directors remuneration | Remuneration of non-executive directors: Social and ethics committee members | For | Pass | |
| Special Resolution | 1.1 | Directors remuneration | Remuneration of non-executive directors: Nomination committee members | For | Pass | |
| Special Resolution | 1.11 | Directors remuneration | Remuneration of non-executive directors: Investment committee chair | For | Pass | |
| Special Resolution | 1.12 | Directors remuneration | Remuneration of non-executive directors: Investment committee members | For | Pass | |
| Special Resolution | 1.13 | Directors remuneration | Remuneration of non-executive directors: Director approved by Prudential Authority | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to subsidiary companies or corporations: Intercompany financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance for subscription purchase of securities: 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 | For | Pass | |
| Special Resolution | 4 | Share buybacks | General authority to repurchase shares: General authority to repurchase shares issued by the company | Against | Repurchasing shares at a premium to market may destroy shareholder value. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Acceptance of annual financial statements | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Mr Peter Schmid | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Ms Bashirat Odunewu | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Ms Nomavuso Mnxasana | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Mr Vuyisa Nkonyeni as Audit Committee member | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Mr Nicola Chiaranda as Audit Committee member | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Ms Nomavuso Mnxasana as Audit Committee member | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of Ms Bashirat Odunewu as Audit Committee member | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | Appointment of external auditors | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Endorsement of the Remuneration Policy | Against | Targets are excessively narrow and financial in nature | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Endorsement of the implementation of the Remuneration Policy | Against | Targets are excessively narrow and financial in nature | Pass |
| Special Resolution | 1 | Loan/financial assistance | Loans or other financial assistance to related or inter-related companies or corporations | For | Pass | |
| Special Resolution | 2 | Share buybacks | General authority to acquire the Companys own shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1.1 | Election of directors | Re-election of directors: To re-elect Mr FNJ Braeken | For | Pass | |
| Ordinary Resolution | 1.2 | Election of directors | Re-election of directors: To re-elect Ms GJ Fraser-Moleketi | For | Pass | |
| Ordinary Resolution | 1.3 | Election of directors | Re-election of directors: To re-elect Ms LA Swartz | For | Pass | |
| Ordinary Resolution | 1.4 | Election of directors | Re-election of directors: To re-elect Mr OM Weber | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Election of the members of the audit committee: To elect Mr FNJ Braeken (subject to him being elected as a director) | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Election of the members of the audit committee: To elect Ms TE Mashilwane | For | Pass | |
| Ordinary Resolution | 2.3 | Election of directors | Election of the members of the audit committee: To elect Adv M Sello | For | Pass | |
| Ordinary Resolution | 2.4 | Election of directors | Election of the members of the audit committee: To elect Mr DG Wilson | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Election of the members of the social, ethics and transformation committee: To elect Mr TN Kruger | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Election of the members of the social, ethics and transformation committee: To elect Ms TE Mashilwane | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Election of the members of the social, ethics and transformation committee: To elect Adv M Sello | For | Pass | |
| Ordinary Resolution | 3.4 | Election of directors | Election of the members of the social, ethics and transformation committee: To elect Ms LA Swartz (subject to her being elected as a director) | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | To appoint the external auditors Deloitte and Touche | For | Pass | |
| Ordinary Resolution | 5 | Other | General authority | For | Pass | |
| Ordinary Resolution | 6 | Remuneration policy | Non-binding advisory vote: Approval of the companys remuneration policy | For | Pass | |
| Ordinary Resolution | 7 | Remuneration policy | Non-binding advisory vote: Endorsement of the implementation report of the companys remuneration policy | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | Approval to provide financial assistance to related and inter-related companies | For | Pass | |
| Special Resolution | 2.1 | Directors remuneration | Approval of remuneration payable to the chairman, lead independent director and non-executive directors: Remuneration payable to the chairman | For | Pass | |
| Special Resolution | 2.2 | Directors remuneration | Approval of remuneration payable to the chairman, lead independent director and non-executive directors: Remuneration payable to lead independent director | For | Pass | |
| Special Resolution | 2.3 | Directors remuneration | Approval of remuneration payable to the chairman, lead independent director and non-executive directors: Remuneration payable to non-executive directors | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of remuneration payable to non-executive directors participating in sub-committees | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of remuneration payable to non-executive directors in respect of unscheduled meetings - extraordinary meetings | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of non-resident directors fees | For | Pass | |
| Special Resolution | 6 | Other | Approval of amendments to the memorandum of incorporation | For | Withdrawn | |
| Special Resolution | 7 | Share buybacks | General authority to repurchase shares in the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of ZJ Matlala as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of BH Azizollahoff as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of IS Petersen as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of S Moodley as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Z Adams as a member and chairman of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of BH Azizollahoff as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of N Khoele as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Appointment of Forvis Mazars as independent external auditor | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 10 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Ordinary Resolution | 11 | Other | To authorise the signature of documentation | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration implementation report | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | Financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance for the subscription and or purchase of securities in the Company or in related or inter-related companies | For | Pass | |
| Special Resolution | 3 | Share buybacks | Share repurchases | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of non-executive directors remuneration | For | Pass | |
| Special Resolution | 5 | Issuance of shares | Approval to issue shares in terms of section 41-1- of the Companies Act | For | Pass | |
| Special Resolution | 6 | Other | Change of name of the Company and amendment to MOI | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Ms N Langa-Royds as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Ms C Fernandez as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr A Konig as an executive director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Mr S Fifield as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 5.1 | Election of directors | Election of Ms D Radley as a member of the audit committee | Against | Overboarded - capacity constraints | Pass |
| Ordinary Resolution | 5.2 | Election of directors | Election of Ms L Sennelo as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 5.3 | Election of directors | Election of Ms C Fernandez as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 5.4 | Election of directors | Election of Mr S Fifield as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | Reappointment of PwC as independent external auditor | For | Pass | |
| Ordinary Resolution | 7 | Shares under director control | Placing the unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 8 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the company | Against | Structure and Disclosure - certain targets are not disclosed so not possible to be measured against. Risk of moving the goal posts to allow incentives to be earned. | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote on the implementation of the remuneration policy of the company | Against | Poor Disclosure | Pass |
| Ordinary Resolution | 12 | Other | Authorisation of directors and or the company secretary | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive director fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Approval for the granting of financial assistance in terms of Section 44 of the Companies Act | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 4 | Share buybacks | General authority for a repurchase of shares issued by the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappi?s MOI: Re-election of Mr SR Binnie as a director of Sappi | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappi?s MOI: Re-election of Mr B Beamish as a director of Sappi | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappi?s MOI: Re-election of Mr J Lopez as a director of Sappi | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappi?s MOI: Re-election of Mr GT Pearce as a director of Sappi | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Audit and Risk Committee members: Election of Ms ZN Malinga as a member and Chairperson of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Audit and Risk Committee members: Election of Dr B Mehlomakulu as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Audit and Risk Committee members: Election of Mr RJAM Renders as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of Audit and Risk Committee members: Election of Mr LL von Zeuner as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of Audit and Risk Committee members: Election of Ms E Istavridis as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Re-appointment of KPMG Inc as auditors of Sappi for the financial year ending 30 September 2025 and until the conclusion of the next AGM of Sappi | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding endorsement of remuneration policy | Against | We have concerns around the poor disclosure, which makes it difficult to assess the reasonableness of remuneration | Pass |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding endorsement of remuneration implementation report | Against | We have concerns around the poor disclosure, which makes it difficult to assess the reasonableness of remuneration | Pass |
| Ordinary Resolution | 13 | Share option scheme | Approval of certain amendments to the current Rules of the Sappi Limited Performance Share Incentive Plan | For | Pass | |
| Ordinary Resolution | 14 | Other | Authority for directors and Group Company Secretary to sign all documents and do all such things necessary or reasonably desirable for or incidental to the implementation of the above resolutions | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Loans or other financial assistance to related or interrelated companies | For | Pass | |
| Special Resolution | 3 | Share buybacks | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Consideration and adoption of Annual Financial Statements | For | Pass | |
| Ordinary Resolution | 2.1 | Election of directors | Re-election of directors: Ms TM Shabangu | For | Pass | |
| Ordinary Resolution | 2.2 | Election of directors | Re-election of directors: Mr WF Potgieter | For | Pass | |
| Ordinary Resolution | 3.1 | Election of directors | Re-appointment of members of the Audit and Risk Management Committe: Mr DJ Fouche | For | Pass | |
| Ordinary Resolution | 3.2 | Election of directors | Re-appointment of members of the Audit and Risk Management Committe: Mr S Mayet | For | Pass | |
| Ordinary Resolution | 3.3 | Election of directors | Re-appointment of members of the Audit and Risk Management Committe: Ms TM Shabangu, subject to approval of ordinary resolution 2.1 above | For | Pass | |
| Ordinary Resolution | 4.1 | Election of directors | Re-appointment of members of the Social and Ethics Committee: Ms TM Shabangu, subject to approval of ordinary resolution 2.1 above | For | Pass | |
| Ordinary Resolution | 4.2 | Election of directors | Re-appointment of members of the Social and Ethics Committee: Dr T Eloff | For | Pass | |
| Ordinary Resolution | 4.3 | Election of directors | Re-appointment of members of the Social and Ethics Committee: Mr GD Arnold | For | Pass | |
| Ordinary Resolution | 4.4 | Election of directors | Re-appointment of members of the Social and Ethics Committee: Mr LW Hansen, independent consultant | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Appointment of the Independent Auditor | For | Pass | |
| Ordinary Resolution | 6 | Remuneration policy | Approval of the Remuneration Policy | For | Pass | |
| Ordinary Resolution | 7 | Remuneration policy | Approval of the implementation of the Remuneration Policy | For | Pass | |
| Ordinary Resolution | 8 | Other | Signature of documentation | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Fees payable to Non-Executive Directors | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Authority to provide financial assistance to related and inter-related companies | For | Pass | |
| Special Resolution | 3 | Share buybacks | General authority to repurchase shares in the Company | Against | A share repurchase at 10% above the last traded price is dilutive for shareholders | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Extraordinary Resolution | 1 | Share buy backs | General authority to repurchase issued shares. | For | Pass | |
| Extraordinary Resolution | 2 | Issuance of shares | General authority to issue shares for cash pursuant to article 3.12.1(e) of the Companys Articles of Association. | Against | Exposes shareholders to potential dilution | Fail |
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited consolidated annual financial statements for the financial year to 30 June 2024 and the directors commentary and the independent auditors report. | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Malta (PwC) as the auditor of the Company. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Vasile Iuga ? Non-Executive Director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Werner Alberts ? Non-Executive Director. | For | Pass | |
| Other | 1 | Remuneration policy | Advisory, Non-binding Approvals: Advisory, non-binding approval of compensation policy. | Against | Concerns around level of independence of remco and heavy reliance on TSR in STI | Fail |
| Other | 2 | Directors remuneration | Advisory, Non-binding Approvals: Advisory, non-binding approval of compensation implementation report for Non-Executive Directors. | For | Pass | |
| Other | 3 | Remuneration policy | Advisory, Non-binding Approvals: Advisory, non-binding approval of compensation implementation report for Executive Directors. | Against | Concerns around level of independence of remco and heavy reliance on TSR in STI | Fail |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Presentation and adoption of Annual Financial Statements | For | Pass | |
| Ordinary Resolution | 2 | Accept Financial Statements and Statutory Reports | Presentation and noting of the Social ? Ethics Committee Report | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - Kuseni Dlamini | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors - Linda de Beer | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of directors - Neo Dongwana | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of directors - Chris Mortimer | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of directors - Yvonne Muthien | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Re-appointment of independent external auditors | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of Audit ? Risk Committee members - Ben Kruger | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of Audit ? Risk Committee members - Linda de Beer | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of Audit ? Risk Committee members - Neo Dongwana | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of Audit ? Risk Committee members - Yvonne Muthien | Against | In this relatively small audit committee, we question the relevance of having this director on the audit committee | Pass |
| Ordinary Resolution | 13 | Shares under director control | place unissued shares under the control of directors | Against | Exposes shareholders to potential dilution | Pass |
| Ordinary Resolution | 14 | Issuance of shares | General but restricted authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 15 | Other | authorisation for an executive director to sign necessary documents | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - Remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote - Remuneration implementation report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors - Board - Chair | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of non-executive directors - Board - Board member | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of non-executive directors - Audit ? Risk Committee - Chair | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Remuneration of non-executive directors - Audit ? Risk Committee - Committee member | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Remuneration of non-executive directors - Remuneration ? Nomination Committee - Chair | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Remuneration of non-executive directors - Remuneration ? Nomination Committee - Committee member | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Remuneration of non-executive directors - Social ? Ethics Committee- Chair | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Remuneration of non-executive directors - Social ? Ethics Committee - Committee member | For | Pass | |
| Special Resolution | 9 | Loan/financial assistance | financial assistance to related or inter-related company | For | Pass | |
| Special Resolution | 10 | Share buy backs | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Confirmation of appointment and election of Hermanus Lambertus Bosman as a director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Confirmation of appointment and election of Nonhlanhla Mayisela as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Thavanesan Chetty as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Susan Melanie Ludolph as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Ian David Vorster as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Susan Melanie Ludolph as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of Edwin Oblowitz as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of Jonathon Wade Hillary as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | Reappointment of the auditor. | For | Pass | |
| Ordinary Resolution | 10 | Issuance of shares | General authority to issue shares for cash. | For | Fail | |
| Ordinary Resolution | 11 | Other | Authority for directors or the company secretary to implement resolutions. | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - approval of the remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote - Approval of the remuneration implementation report. | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | Approval of financial assistance to related or inter-related companies. | For | Pass | |
| Special Resolution | 2 | Share buy backs | Approval of the repurchase of shares. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Authorising non-executive directors fees. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Authorising directors to determine non-executive directors additional special payments. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors that retire by rotation - Ms FN Khanyile. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors that retire by rotation - Ms MG Khumalo. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of independent non-executive director - Mr DS Masata. | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Re-appointment of independent external auditor. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of members of the Audit committee - Ms SN Mabaso-Koyana (chair). | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of members of the Audit committee - Dr RD Mokate. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of members of the Audit committee - Ms L Boyce. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of members of the Audit committee - Ms MG Khumalo, subject to being elected as a director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of members of the Audit committee - Mr KL Shuenyane. | For | Pass | |
| Ordinary Resolution | 10 | Shares under director control | Placing authorised by unissued ordinary shares under the control of directors. | For | Pass | |
| Ordinary Resolution | 11 | Issuance of shares | General authority to issue shares for cash. | For | Pass | |
| Ordinary Resolution | 12 | Dividend related | Payment of dividend by way of pro rata reduction of share capital or share premium. | For | Pass | |
| Ordinary Resolution | 13 | Other | Ratification relating to personal financial interest arising from multiple offices in the Group. | Against | This resolution is proposing that the disclosure prescriptions for directors relating to personal financial interest be set aside. We oppose this. | Pass |
| Ordinary Resolution | 14 | Other | Directors authority to implement special and ordinary resolutions. | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory votes - Endorsement - Remuneration policy. | Against | The threshold, target and stretch performance levels are too generous. They also pay at the upper limit of peer comparisons. | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory votes - Endorsement - Implementation of remuneration policy. | Against | The threshold, target and stretch performance levels are too generous. They also pay at the upper limit of peer comparisons. | Pass |
| Special Resolution | 1 | Directors remuneration | Non-executive director remuneration. | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance to related or inter-related companies and corporations. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Reappointment of independent external audit firm and individual auditor | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Confirmation of director appointments made by the companys board - AFB Mthembu | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Confirmation of director appointments made by the companys board - SN Maseko | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of TC Esau- Isaacs as a director who retires by rotation | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of audit and risk committee members - KT Hopkins | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of audit and risk committee members - Z Fuphe | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of audit and risk committee members - SH Muller | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of audit and risk committee members - TC Esau-Isaacs | For | Pass | |
| Ordinary Resolution | 9 | Shares under director control | Placing of preference shares under the control of the directors for commercial purposes | Against | Potential dilution | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory votes to endorse KAPs - Remuneration policy | Against | Remuneration of the executive is excessive relative t the size of the company. With regard to remuneration benchmarking, there is no reference to basic remuneration levels of companies of comparable size, geographical and business diversity and sector. Appropriateness of the benchmarking is incalculable without disclosure of the comparator group. | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory votes to endorse KAPs - implementation and remuneration disclosure for 2024 | Against | Remuneration of the executive is excessive relative t the size of the comapny. With regard to remuneration benchmarking, there is no reference to basic remuneration levels of companies of comparable size, geographical and business diversity and sector. Appropriateness of the benchmarking is incalculable without disclosure of the comparator group. | Pass |
| Ordinary Resolution | 12 | Other | Ratification of transactions relating to personal financial interest arising from the executive directors multiple intergroup directorships | Against | We have a preference for director's personal financial interests disclosure not to be set aside. | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of fees payable to non-executive directors -Independent non-executive chairperson | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of fees payable to non-executive directors -Lead independent non-executive director | Against | We are generally opposed to the setting of non-executive remuneration on a flat fee basis. We prefer that fees be related at least in part to meeting attendance. | Pass |
| Special Resolution | 3 | Directors remuneration | Approval of fees payable to non-executive directors -Board member | Against | We are generally opposed to the setting of non-executive remuneration on a flat fee basis. We prefer that fees be related at least in part to meeting attendance. | Pass |
| Special Resolution | 4 | Directors remuneration | Approval of fees payable to non-executive directors - Audit and risk committee chairperson | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of fees payable to non-executive directors - Audit and risk committee member | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of fees payable to non-executive directors - Human capital and remuneration committee chairperson | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of fees payable to non-executive directors - Human capital and remuneration committee member | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval of fees payable to non-executive directors - Sustainability, social and ethics committee chairperson | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Approval of fees payable to non-executive directors - Sustainability, social and ethics committee member | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Approval of fees payable to non-executive directors - Nomination committee chairperson | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Approval of fees payable to non-executive directors - Nomination committee member | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Approval of fees payable to non-executive directors - Investment committee chairperson | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Approval of fees payable to non-executive directors - Investment committee member | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | Financial assistance for subscription of securities | For | Pass | |
| Special Resolution | 15 | Loan/financial assistance | Financial assistance to related and interrelated companies | For | Pass | |
| Special Resolution | 16 | Other | Amendment of MOI | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors of the company by way of separate resolutions: LL von Zeuner | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors of the company by way of separate resolutions: Dr SP Sibisi | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Vacancy filled by director during the year: PJ Makosholo | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Appointment reappointment of external auditors: Appointment of KPMG as external auditor | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Appointment reappointment of external auditors: Reappointment of PricewaterhouseCoopers Inc. as external auditor | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | Appointment reappointment of external auditors: Reappointment of Ernst and Young Inc. as external auditor | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election Re-election of audit committee members by way of separate resolutions: Election of Z Roscherr | Against | Concerns around independence | Pass |
| Ordinary Resolution | 8 | Election of directors | Election Re-election of audit committee members by way of separate resolutions: Election of TC Isaacs | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election Re-election of audit committee members by way of separate resolutions: Re-election of LL von Zeuner | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election Re-election of audit committee members by way of separate resolutions: Re-election of T Winterboer | For | Pass | |
| Ordinary Resolution | 11 | Issuance of shares | General authority to issue authorised but unissued ordinary shares for cash | For | Pass | |
| Ordinary Resolution | 12 | Other | Signing authority to director and or group company secretary | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory: Advisory endorsement on a non-binding basis for the remuneration policy | Against | There is a lack of disclosure that makes assessing the reasonableness of remuneration difficult | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory: Advisory endorsement on a non-binding basis for the remuneration implementation report | Against | There is a lack of disclosure that makes assessing the reasonableness of remuneration difficult | Pass |
| Special Resolution | 1 | Share buy backs | General authority to repurchase ordinary shares | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to directors and prescribed officers as employee share scheme beneficiaries | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance to related and interrelated entities | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Remuneration of non-executive directors with effect from 30 November 2024 | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election and election of directors: Mr Valentine Chitalu | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Appointment of auditors | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of the Group Audit Committee: Mr David Cathrall | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of the Group Audit Committee: Mr Jack Phalane | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of the Group Audit Committee: Ms Pitsi Mnisi | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of the Group Social and Ethics Committee: Ms Pitsi Mnisi | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of the Group Social and Ethics Committee: Mr Simphiwe Mehlomakulu | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of the Group Social and Ethics Committee: Mr Peter Mountford | For | Pass | |
| Ordinary Resolution | 9 | Remuneration policy | Endorsement of the Super Group Remuneration Policy | Against | The metrics underlying STI and LTI are excessively narrow, reductive, generic and financially based. The amount of remuneration committee discretion is contrary to our preference. Benchmarking is not satisfactory. | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Endorsement of the Super Group Remuneration Policy | Against | The metrics underlying STI and LTI are excessively narrow, reductive, generic and financially based. In particular, operational, sustainability and strategy related metrics are conspicuously under engaged. The amount of remuneration committee discretion is contrary to our preference. | Pass |
| Ordinary Resolution | 11 | Issuance of shares | General authority to directors to issue shares for cash | Against | Capital allocation hasn't been great | Pass |
| Ordinary Resolution | 12 | Issuance of shares | General authority to directors to issue shares for cash | Against | Capital allocation has been poor in the past in our view - we are against being diluted via value detracting acquisitions. | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance for subscription of securities by related or inter-related entities of the Company | For | Pass | |
| Special Resolution | 4 | Share buy backs | Acquisition of securities by the Company and or its subsidiaries | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Approval of Annual Financial Statements | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Appointment of auditor | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of director ? Mr J J Durand | Against | Poor capital allocation track record. | Pass |
| Ordinary Resolution | 4 | Election of directors | Election of director ? Mr J Malherbe | Against | Not independent by virtue of his involvement in other companies associated with Rupert family control. | Pass |
| Ordinary Resolution | 5 | Election of directors | Election of director ? Mr P J Neethling | Against | Not independent. | Pass |
| Ordinary Resolution | 6 | Election of directors | Election of director ? Mr F Robertson | Against | Extensive external directorships. | Pass |
| Ordinary Resolution | 7 | Election of directors | Election of director ? Mr A E Rupert | Against | Not independent. | Pass |
| Ordinary Resolution | 8 | Election of directors | Appointment of alternate director ? Mr C P F Vosloo | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of member of the Audit and Risk Committee ? Ms S E N De Bruyn | Against | Not independent. | Pass |
| Ordinary Resolution | 10 | Election of directors | Election of member of the Audit and Risk Committee ? Mr G G Nieuwoudt | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of member of the Audit and Risk Committee ? Mr K S Rantloane | For | Pass | |
| Ordinary Resolution | 12 | Shares under director control | General authority to place 5 percent of the unissued ordinary shares under the control of the directors | Against | Poor capital allocation decision - share price is very cheap. They should rather buy back share. | Pass |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on remuneration policy | Against | Salaries too high for poor performance and capital allocation for many years. | Pass |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote on Remuneration Implementation Report | Against | Salaries too high for poor performance and capital allocation for many years. | Pass |
| Ordinary Resolution | 15 | Share option scheme | Amendments to the rules of the Remgro Limited Conditional Share Plan | For | Pass | |
| Ordinary Resolution | 16 | Share option scheme | Amendments to the rules of the Remgro Limited Share Appreciation Rights Plan | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of directors remuneration | Against | We are not in favor of fixed remuneration policies for non-executives | Pass |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance for the subscription and or purchase of securities in the Company or in related or inter-related companies | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | General authority to provide financial assistance to related and inter-related companies and corporations | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Appointment of Independent Auditors. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Director - Mr Riaan Davel. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Director - Mr Edmund Jeneker. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Director - Ms Prudence Lebina. | For | Pass | |
| Ordinary Resolution | 5 | Issuance of shares | General authority to issue securities for cash | Against | No specific reason provided, and we prefer a cap of 5% | Fail |
| Ordinary Resolution | 6 | Election of directors | Election of Audit Committee member - Mr Johan Holtzhausen. | Against | Excessive tenure | Pass |
| Ordinary Resolution | 7 | Election of directors | Election of Audit Committee member - Ms Prudence Lebina. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of Audit Committee member - Ms Charmel Flemming. | For | Pass | |
| Ordinary Resolution | 9 | Remuneration policy | Non-binding advisory vote - Endorsement of the companys remuneration policy. | Against | Lack of disclosure of comparators or attempt to justify the quantum of guaranteed pay in reference to them. With regard to the metrics defining STI and LTI, they are excessively narrow, somewhat poorly defined in places, subject to significant discretion on an unconstrained basis and open the potential for deviation between pay and performance. | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote - Endorsement of the Companys Implementation Report. | Against | Lack of disclosure of comparators or attempt to justify the quantum of guaranteed pay in reference to them. With regard to the metrics defining STI and LTI, they are excessively narrow, somewhat poorly defined in places, subject to significant discretion on an unconstrained basis and open the potential for deviation between pay and performance. | Pass |
| Special Resolution | 1 | Share buy backs | General authority to repurchase issued securities. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of non-executive directors remuneration. | Against | We prefer NEDs remuneration to have variability which takes into account NEDs board meeting attendance compared with a flat rate. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors - Albertinah Kekana | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors - Mamongae Mahlare | Against | Low level of attendance of meetings | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - Willem Roos | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors - James Teeger | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of directors - Hantie van Heerden | For | Pass | |
| Ordinary Resolution | 6 | Issuance of shares | General authority to issue ordinary shares for cash | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Approval of re-appointment of auditor | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of the Compans audit committee members - Hantie van Heerden - subject to the passing of ordinary resolution 1.5 | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of the Companys audit committee members - Venessa Naidoo | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of the Companys audit committee members - Tlaleng Moabi | For | Pass | |
| Ordinary Resolution | 11 | Other | Signing authority | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - Advisory endorsement of remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote - Advisory endorsement of remuneration implementation report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors remuneration with effect from 1 December 2024 | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase Company shares | For | Pass | |
| Special Resolution | 3 | Issuance of shares | Issue of shares, convertible securities and or options to persons listed in section 41.1 of the Companies Act for the purposes of their participation in a reinvestment option | For | Pass | |
| Special Resolution | 4 | Issuance of shares | Issue of shares, convertible securities and or options to persons listed in section 41.1 of the Companies Act in connection with the settlement of eligible participants rights under the groups applicable share or employee incentive scheme | For | Pass | |
| Special Resolution | 5 | Loan/financial assistance | Financial assistance to directors, prescribed officers and employee share scheme beneficiaries | For | Pass | |
| Special Resolution | 6 | Loan/financial assistance | Financial assistance to related or inter-related entities | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election - Mr M Hamman | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election - Mr CD Raphiri | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of Audit Committee members - Mr M Hamman, as committee Chairman, subject to the passing of resolution 1.1.1 | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of Audit Committee members - Mr FM Berkeley | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Audit Committee members - Mrs KP Lebina | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Audit Committee members - Mr CD Raphiri, subject to the passing of resolution 1.1.2 | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Audit Committee members - Mr AH Sangqu | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Re-appointment of EY as the external auditor of the company | For | Pass | |
| Ordinary Resolution | 9 | Remuneration policy | Advisory, non-binding approval of remuneration policy | Against | Poor Disclosure | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Advisory, non-binding approval of remuneration policys implementation | Against | Poor Disclosure | Pass |
| Ordinary Resolution | 11 | Shares under director control | To place the unissued authorised ordinary shares of the company under the control of the Directors | Against | Dilution | Pass |
| Ordinary Resolution | 12 | Issuance of shares | Specific and exclusive authority to issue shares to afford shareholders distribution reinvestment alternatives | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General but restricted authority to issue ordinary shares for cash | Against | Discount and dilution | Pass |
| Ordinary Resolution | 14 | Accept Financial Statements and Statutory Reports | To receive and accept the report of the Social, Ethics and Transformation Committee | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive Directors fees for the financial year ending 30 June 2025 | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance in terms of section 44 of the Companies Act | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 4 | Share buy backs | Authority to repurchase ordinary shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Appointment of Chairperson - Mr Clive Thomson | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of directors - Mr Zaid Manjra | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of directors - Mr Itumeleng Kgaboesele | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of directors - Dr Nolulamo Gwagwa | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Audit Committee member - Mr Lwazi Bam | Against | He faces severe capacity constraints. Attendance to meetings not sufficient | Pass |
| Ordinary Resolution | 6 | Election of directors | Election of Audit Committee member - Mr Christopher Colfer | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Audit Committee member - Ms Thembisa Skweyiya | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Re-appointment of KPMG Inc. as the external auditor | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory resolution - Endorsement of Remuneration Policy | Against | Peer companies not disclosed. No targets disclosed for KPI, or weightings. | Fail |
| Other | 2 | Remuneration policy | Non-binding advisory resolution - Endorsement of Remuneration Implementation Report | Against | Peer companies not disclosed. No targets disclosed for KPI, or weightings. | Fail |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to directors and or prescribed officers and Employee Share Scheme Beneficiaries | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance to related or interrelated companies | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To elect Mr Hilgard Pieter -Hillie- Meyer as a non-executive director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To elect Ms Sharoda Rapeti as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Ms Linda de Beer as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Mr Nigel John Dunkley as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Mr Thanaseelan -Seelan- Gobalsamy as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | To re-appoint Ernst n Young Inc. as joint independent auditors of the Company, with Mr Christo du Toit as the designated audit partner, for the ensuing year | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | To appoint PricewaterhouseCoopers Inc. as joint independent auditors of the Company, with Ms Dilshad Khalfey as the designated audit partner, for the ensuing year | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-appoint Ms Linda de Beer to serve as a member and Chair of the Audit Committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-appoint Mr Nigel John Dunkley to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-appoint Mr Thanaseelan -Seelan- Gobalsamy to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-appoint Mr David James Park to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-appoint Mr Devrajh Tyrone Soondarjee to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 13 | Other | Authorisation for a director or Group Company Secretary of the Company to implement resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the Company | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote on the Implementation Report as set out in the Remuneration Report of the Company | For | Pass | |
| Special Resolution | 1 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | General authority to provide financial assistance to subsidiaries and other related and interrelated entities in terms of sections 44 and 45 of the Companies Act | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Board Chair - as an all-inclusive fee | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Non-executive director -no change | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Actuarial Committee Chair | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Actuarial Committee Member | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Audit Committee Chair | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Audit Committee Member | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Fair Practices Committee Chair | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Fair Practices Committee Member | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Investments Committee Chair | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Investments Committee Member | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Nominations Committee Chair | For | Pass | |
| Special Resolution | 14 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Nominations Committee Member | For | Pass | |
| Special Resolution | 15 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Remuneration Committee Chair | For | Pass | |
| Special Resolution | 16 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Remuneration Committee Member | For | Pass | |
| Special Resolution | 17 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Risk, Capital and Compliance Committee Chair | For | Pass | |
| Special Resolution | 18 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Risk, Capital and Compliance Committee Member | For | Pass | |
| Special Resolution | 19 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Social, Ethics and Transformation Committee Chair | For | Pass | |
| Special Resolution | 20 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Social, Ethics and Transformation Committee Member | For | Pass | |
| Special Resolution | 21 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Ad hoc fee per hour | For | Pass | |
| Special Resolution | 22 | Directors remuneration | Approval of the non-executive directors fees with effect from 1 January 2025 for a period of 12 months or until the next AGM - Permanent invitee ? the fee will be the membership fee of the committee that the invitee sits on | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of joint external independent auditors - Re-appointment of KPMG as joint independent external auditors | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Re-appointment of joint external independent auditors - Re-appointment of Deloitte as joint independent external auditors | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Directors - Ms Monhla Hlahla | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Directors - Ms Bridget von Kralingen | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Directors - Ms Marquerithe Schreuder | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of members of the Audit Committee - David Macready and as Chairperson of Audit Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of members of the Audit Committee - Ms Lisa Chiume | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of members of the Audit Committee - Ms Monhla Hlahla | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of members of the Audit Committee - Ms Christine Ramon | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of members of the Audit Committee - Ms Marquerithe Schreuder | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of members of the Social and Ethics Committee - Ms Faith Khanyile - Chairperson | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of members of the Social and Ethics Committee - Ms Monhla Hlahla | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of members of the Social and Ethics Committee - Ms Christine Ramon | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Election of members of the Social and Ethics Committee - Dr Ayanda Ntsaluba | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Election of members of the Social and Ethics Committee - Ms Zimkhitha Saungweme | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | General Authority to issue preference shares - General authority to directors to allot and issue A Preference Shares | For | Pass | |
| Ordinary Resolution | 17 | Issuance of shares | General Authority to issue preference shares - General authority to directors to allot and issue B Preference Shares | For | Pass | |
| Ordinary Resolution | 18 | Issuance of shares | General Authority to issue preference shares - General authority to directors to allot and issue C Preference Shares | For | Pass | |
| Ordinary Resolution | 19 | Other | Directors authority to take all such actions necessary to implement the aforesaid ordinary resolutions and the special resolutions mentioned below. | For | Pass | |
| Other | 1 | Remuneration policy | Advisory endorsement of the remuneration policy and implementation report - Non binding advisory vote on the remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | Advisory endorsement of the remuneration policy and implementation report - Non binding advisory vote on the implementation of the remuneration policy | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of Non-Executive Directors remuneration ? 2024-25 | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Authority to provide financial assistance in terms of sections 44 and 45 of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Mr H Ntene as director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Mr RW Gardiner as director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of Mr CV Henwood as director and Chairman | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Re-appointment of PWC as independent auditors | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Appointment of Mr AJ Bester as Audit Committee member and Chairperson | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment of Mr RW Gardiner as Audit Committee member | Against | Independence | Pass |
| Ordinary Resolution | 7 | Election of directors | Appointment of Ms KM Forbay as Audit Committee member | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of Ms NN Sonqushu as Audit Committee member | For | Pass | |
| Ordinary Resolution | 9 | Remuneration policy | Non-binding advisory vote on WBHOs Remuneration Policy | Against | There is a lack of disclosure of comparators. STI key performance indicators are heavily skewed towards financial indicators. They are also excessively narrow and interrelated. Metrics and targets are disclosed for the LTI schemes, but they are excessively narrow and reductive, being predicated purely on ROE and TSR. | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote on WBHOs Implementation Report | Against | There is a lack of disclosure of comparators. STI key performance indicators are heavily skewed towards financial indicators. They are also excessively narrow and interrelated. Metrics and targets are disclosed for the LTI schemes, but they are excessively narrow and reductive, being predicated purely on ROE and TSR. | Pass |
| Ordinary Resolution | 11 | Shares under director control | Placing unissued shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 12 | Other | Directors and or Company Secretary authority to implement special and ordinary resolutions | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of directors fees for the 2025-2026 financial year | Against | We prefer NEDs remuneration to have variability which takes into account NEDs board meeting attendance compared with a flat rate. | Pass |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to directors, prescribed officers, employee share scheme beneficiaries and related or inter-related companies and corporations | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase Company shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive the accounts and the report of the directors of the Company and the auditors report thereon | For | Pass | |
| Ordinary Resolution | 2 | Dividend related | To approve the payment of a final dividend for the year ended 30 June 2024 | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect D Earp as a non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect TF Mosololi as a non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect CDS Needham as a non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To confirm the appointment of M Kok as an executive director of the Company | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect D Earp as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect TF Mosololi as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect CDS Needham as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | To endorse the Companys remuneration policy | Against | There is a lack of disclosure of comparators or attempt to justify the quantum of guaranteed pay. LTI, metrics are excessively narrow and lacking in alignment with overall strategy. | Pass |
| Ordinary Resolution | 11 | Remuneration policy | To endorse the Companys remuneration implementation report | Against | There is a lack of disclosure of comparators or attempt to justify the quantum of guaranteed pay. LTI, metrics are excessively narrow and lacking in alignment with overall strategy. | Pass |
| Ordinary Resolution | 12 | Appointment of auditors | To reappoint PwC as auditors of the Company and to authorise the directors to determine their remuneration | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | To authorise the directors to allot equity securities | For | Pass | |
| Special Resolution | 1 | Other | To approve the disapplication of pre-emption rights and general authority to issue shares for cash | For | Pass | |
| Special Resolution | 2 | Share buy backs | To approve market purchases of ordinary shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Companys MOI - KC Harper | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Companys MOI - VD Kahla | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Companys MOI - GMB Kennealy | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Companys MOI - S Subramoney | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To elect, each by way of a separate vote, the following directors who were appointed by the Board to fill vacancies in terms of clause 22.4.1 of the Companys MOI after the previous AGM - S Baloyi | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To elect, each by way of a separate vote, the following directors who were appointed by the Board to fill vacancies in terms of clause 22.4.1 of the Companys MOI after the previous AGM - WP Bruns | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To elect, each by way of a separate vote, the following directors who were appointed by the Board to fill vacancies in terms of clause 22.4.1 of the Companys MOI after the previous AGM - TJ Cumming | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To elect, each by way of a separate vote, the following directors who were appointed by the Board to fill vacancies in terms of clause 22.4.1 of the Companys MOI after the previous AGM - DGP Eyton | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | To appoint KPMG Inc, nominated by the Companys Audit Committee, as independent auditor of the Company and the Group | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To elect, each by way of a separate vote, the members of the Audit Committee - DGP Eyton -subject to his election as a director in terms of ordinary resolution number 2 | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To elect, each by way of a separate vote, the members of the Audit Committee - KC Harper -subject to her re-election as a director in terms of ordinary resolution number 1 | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To elect, each by way of a separate vote, the members of the Audit Committee - GMB Kennealy -Chairman- -subject to her re-election as a director in terms of ordinary resolution number 1 | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To elect, each by way of a separate vote, the members of the Audit Committee - S Subramoney -subject to his re-election as a director in terms of ordinary resolution number 1 | For | Pass | |
| Other | 1 | Remuneration policy | To endorse, on a non-binding advisory basis, the Companys remuneration policy | Against | Poor disclosure on targets and some concerns on sustainability metrics | Pass |
| Other | 2 | Remuneration policy | To endorse, on a non-binding advisory basis, the implementation report of the Companys remuneration policy | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | To authorise the Board to approve that financial assistance may be granted by the Company in terms of sections 44 and 45 of the Companies Act | For | Pass | |
| Special Resolution | 2 | Share buy backs | To authorise the Board to approve the general repurchase by the Company or by any of its subsidiaries, of any of the Companys Ordinary shares and or Sasol BEE Ordinary shares. | For | Pass | |
| Special Resolution | 3 | Share buy backs | To authorise the Board to approve the purchase by the Company -as part of a general repurchase in accordance with special resolution number 2-, of its issued ordinary or Sasol BEE Ordinary shares from a director and or a prescribed officer of the Company, and or persons related to a director or prescribed officer of the Company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Confirmation of re-appointment of external auditors - Confirmation of the appointment of Ernst and Young, as independent auditors, with Philippus Grobbelaar as the engagement partner on the audit. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Not filling a vacancy created by the pending retirement of S Shaw-Taylor - To resolve that, in accordance with clause 21.6 of the MOI, the vacancy created by the retirement of S Shaw-Taylor not be filled. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of retiring director - The re-election Ms IN Mkhari who retires by rotation in terms of Attacqs MOI. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of retiring director - The re-election of Mr JHP van der Merwe who retires by rotation in terms of Attacqs MOI. | Against | Not sufficiently independent. Tenure too long | Pass |
| Ordinary Resolution | 5 | Election of directors | Re-appointment to audit and risk committee - To confirm the re-appointment of independent non-executive director, Mr AE Swiegers, as member and chairperson of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-appointment to audit and risk committee - To confirm the re-appointment of independent non-executive director, Ms HR El Haimer as member of the audit and risk committee. | Against | Tenure too long, not sufficiently independent. | Pass |
| Ordinary Resolution | 7 | Election of directors | Appointment of Ms FFT De Buck, as member of the audit and risk committee - To confirm the appointment of independent non-executive director, Ms FFT De Buck, as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 8 | Shares under director control | General authority to place unissued shares under the control of the directors - Place authority for 5 percent of the issued shares under the control of the directors. | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to issue equity securities for cash - Place authority for 5 percent of the issued shares, excluding treasury shares, under the control of the directors for cash. | For | Pass | |
| Ordinary Resolution | 10 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option - Authorise directors to allot and issue shares for the exclusive purpose of affording shareholders opportunity to reinvest their distributions in new shares. | For | Pass | |
| Ordinary Resolution | 11 | Other | Authorisation to sign documents giving effect to approved resolutions - Authorise any one director or the company secretary to do all things and sign all documents and take all such action as consider necessary to implement the resolutions. | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote to support the remuneration policy - Confirm support for the groups remuneration policy | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote to support the remuneration implementation report - Confirm support for the groups remuneration implementation policy. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors fees 2024 - 2025 - Approve the basis for compensation of non-executive directors and annual fees payable. | Against | We are not in favor of a fixed fee structure | Pass |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance in terms of section 44 of the Companies Act - Authorise the directors to provide financial assistance to related or inter-related companies in terms of section 44. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act - Authorise the directors to provide financial assistance to related or inter-related companies in terms of section 45. | For | Pass | |
| Special Resolution | 4 | Issuance of shares | Allotment and issue of shares to employees of Attacq under the Attacq long-term incentive plan - Authorise the company to allot and issue shares to employees under the long-term incentive plan. | For | Pass | |
| Special Resolution | 5 | Share buy backs | General authority for an acquisition of shares issued by the company - Authorise directors to approve the repurchase of ordinary shares issued. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors - Re-election of Mr G A M Ravazzotti | Against | Tenure. Board not independent. Balance of power is not balanced | Pass |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors - Re-election of Ms S M du Toit | Against | Tenure on the board. Inbalance of power | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - Re-election of Mr S G Pretorius | Against | Tenure. Imbalance of power | Pass |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors - Re-election of Ms L Ravazzotti Langenhoven | Against | Tenure. Not independent. | Pass |
| Ordinary Resolution | 5 | Appointment of auditors | Reappointment of external auditors | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Audit and Risk Committee members - Election of Ms L C Prezens | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Audit and Risk Committee members - Election of Ms S M du Toit | Against | She lacks independence | Pass |
| Ordinary Resolution | 8 | Election of directors | Election of Audit and Risk Committee members - Election of Ms N P Khoza | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of Audit and Risk Committee members - Election of Mr S G Pretorius | Against | Lack of independence due to tenure | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote - Endorsement of the Companys Remuneration policy | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote - Endorsement of the Companys Implementation report | For | Pass | |
| Ordinary Resolution | 12 | Shares under director control | Unissued shares to be placed under the control of the directors | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General authority to issue shares, and to sell treasury shares, for cash | For | Pass | |
| Ordinary Resolution | 14 | Other | Authority to sign documentation | For | Pass | |
| Special Resolution | 1 | Share buy backs | Acquisition of own securities | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance to related and inter-related entities | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of non-executive directors remuneration | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of the financial statements for the year ended 30 June 2024 | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Appointment of Ernst and Young Inc. as the external auditors of the Company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr SL Crutchley as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Mr JC O Meara as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Mrs VA Davies as a director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment of Mr SG Robinson as a member and Chairman of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of Ms MR Mouyeme as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of Mrs A Muller as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 9 | Shares under director control | Placing 4 819 747 ordinary shares, in the authorised but unissued share capital of the Company, under the control of the directors to allot and issue such shares in terms of the AVI Limited Deferred Bonus Share Plan | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote - To endorse the remuneration policy | For | Fail | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote - To endorse the implementation report | For | Fail | |
| Special Resolution | 1 | Directors remuneration | Increase in fees payable to non-executive directors, excluding the Chairman of the Board | For | Pass | |
| Special Resolution | 2 | Directors remuneration | increase in fees payable to the Chairman of the Board | For | Pass | |
| Special Resolution | 3 | Directors remuneration | increase in fees payable to members of the Remuneration, Nomination and Appointments Committee | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Increase in fees payable to members of the Audit and Risk Committee | For | Fail | |
| Special Resolution | 5 | Directors remuneration | Increase in fees payable to non-executive members of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 6 | Directors remuneration | increase in fees payable to Chairman of the Remuneration, Nomination and Appointments Committee | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Increase in fees payable to Chairman of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 8 | Directors remuneration | increase in fees payable to Chairman of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Increase in fees payable to the Chairman of the Board, should the Chairman be a foreign non-executive director | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Increase in fees payable to the members of the Audit and Risk Committee, should the member be a foreign non-executive director | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Increase in fees payable to the members of the Remuneration, Nominations and Appointments Committee, should the member be a foreign non-executive director | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Increase in fees payable to the members of the Social and Ethics Committee, should the member be a foreign non-executive director | For | Pass | |
| Special Resolution | 13 | Share buy backs | General authority to buy-back shares | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | Financial assistance to Group entities | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Directors - Mr P Cooper | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Directors - Mr GW Dempster | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Directors - Ms MLD Marole | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Directors - Ms EA Wilton | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Appointment of Audit and Risk Committee Members - Ms L de Beer | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment of Audit and Risk Committee Members -Mr GW Dempster | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of Audit and Risk Committee Members - Ms NN Gobodo | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of Audit and Risk Committee Members - Mr SN Maseko | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of Audit and Risk Committee Members - Ms EA Wilton | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Re-Appointment of Ernst and Young Inc. as Auditors of the Company | For | Pass | |
| Ordinary Resolution | 11 | Issuance of shares | General authority for directors to allot and issue ordinary shares | Against | Dilution | Pass |
| Ordinary Resolution | 12 | Issuance of shares | General Authority for Directors to Issue for Cash,Those Ordinary Shares which the Directors are Authorised to Allot and Issue in Terms of Ordinary Resolution 4 | Against | Discount and dilution | Pass |
| Ordinary Resolution | 13 | Other | General Authority to Directors and or Company Secretary | For | Pass | |
| Other | 1 | Remuneration policy | Separate Non-Binding Advisory Endorsements of the Shoprite Remuneration Policy and Implementation Report - Remuneration Policy | Against | Disclosure of performance targets is lacking - makes it easy for management to move the goal posts to achieve KPI's and rewards. | Fail |
| Other | 2 | Remuneration policy | Separate Non-Binding Advisory Endorsements of the Shoprite Remuneration Policy and Implementation Report - Implementation Report | For | Fail | |
| Special Resolution | 1 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Board | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of Non-executive Directors - Lead Independent Director | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of Non-executive Directors - Non-executive Directors | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Remuneration of Non-executive Directors - Members of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Remuneration Committee | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Remuneration of Non-executive Directors - Members of the Remuneration Committee | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Nomination Committee | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Remuneration of Non-executive Directors - Members of the Nomination Committee | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Remuneration of Non-executive Directors - Members of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Remuneration of Non-executive Directors - Chairman of the Investment and Finance Committee | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Remuneration of Non-executive Directors - Members of the Investment and Finance Committee | For | Pass | |
| Special Resolution | 14 | Share buy backs | General Authority to Acquire the Companys Own Shares | Against | Purchasing shares at a premium is value destructive for shareholders | Pass |
| Special Resolution | 15 | Loan/financial assistance | General Authority to Provide Financial Assistance to Subsidiaries, Related and Inter-Related Entities | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive and adopt the Audited Annual Financial Statements, including the Directors Report and the Audit Committee Report, for the period ended 30 June 2024 | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect by separate resolutions the retiring directors who have made themselves available for re-election:Mr RJA Sparks | Against | Tenure too long, been on the board for 12 years | Pass |
| Ordinary Resolution | 3 | Election of directors | To re-elect by separate resolutions the retiring directors who have made themselves available for re-election:Ms SJ Proudfoot | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect by separate resolutions the retiring directors who have made themselves available for re-election:Mr EFPM Cristaudo | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect by separate resolutions the retiring directors who have made themselves available for re-election:Mr TF Mosololi | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect by separate resolutions the retiring directors who have made themselves available for re-election:Mr AJ Taylor | Against | Tenure, longer than 10 years. | Pass |
| Ordinary Resolution | 7 | Election of directors | To elect the following person who was appointed to the board as an independent non-executive director of the company with effect from 1 October 2024:Mr BM Deegan | Against | Not independent. | Pass |
| Ordinary Resolution | 8 | Shares under director control | 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 | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | To appoint Deloitte and Touche as auditor in respect of the Annual Financial Statements to be prepared for the period to 29 June 2025 and to authorise the Audit Committee to agree the terms and fees | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To confirm by separate resolutions the appointment of the following qualifying independent non-executive directors to the companys Audit Committee for the period until the next annual general meeting (subject where necessary to their appointment or re-appointment as directors of the company: Mr RJA Sparks | Against | Independence due to tenure being too long. | With |
| Ordinary Resolution | 11 | Election of directors | To confirm by separate resolutions the appointment of the following qualifying independent non-executive directors to the companys Audit Committee for the period until the next annual general meeting (subject where necessary to their appointment or re-appointment as directors of the company: Ms D Earp | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To confirm by separate resolutions the appointment of the following qualifying independent non-executive directors to the companys Audit Committee for the period until the next annual general meeting (subject where necessary to their appointment or re-appointment as directors of the company: Ms AMSS Mokgabudi | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To confirm by separate resolutions the appointment of the following qualifying independent non-executive directors to the companys Audit Committee for the period until the next annual general meeting (subject where necessary to their appointment or re-appointment as directors of the company:Mr BM Deegan | Against | Not independent given tenure. | Pass |
| Ordinary Resolution | 14 | Accept Financial Statements and Statutory Reports | To consider the report of the Social and Ethics Committee for the period ended 30 June 2024 as published on the companys website | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | To confirm the appointment of the following qualifying directors to the companys Social and Ethics Committee for the period until the next annual general meeting (subject where necessary to their appointment or re-appointment as directors of the company):Mr TF Mosololi | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | To confirm the appointment of the following qualifying directors to the companys Social and Ethics Committee for the period until the next annual general meeting (subject where necessary to their appointment or re-appointment as directors of the company):Mr H Saven | Against | Tenure | Pass |
| Ordinary Resolution | 17 | Election of directors | To confirm the appointment of the following qualifying directors to the companys Social and Ethics Committee for the period until the next annual general meeting (subject where necessary to their appointment or re-appointment as directors of the company):Mr EFPM Cristaudo | For | Pass | |
| Other | 1 | Remuneration policy | To approve by way of separate non-binding advisory votes included the Groups remuneration policy and implementation report as set out in the companys 2024 report of the Remuneration Committee in the Integrated Report 2024 as published on the companys website:Remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | To approve by way of separate non-binding advisory votes included the Groups remuneration policy and implementation report as set out in the companys 2024 report of the Remuneration Committee in the Integrated Report 2024 as published on the companys website:Implementation report | For | Pass | |
| Special Resolution | 1 | Share buy backs | To give a limited and conditional authority and mandate for the company or its subsidiaries to acquire the companys shares | For | Pass | |
| Special Resolution | 2 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Non-executive chairman | For | Pass | |
| Special Resolution | 3 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025: Lead independent director | For | Pass | |
| Special Resolution | 4 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Non-executive directors | For | Pass | |
| Special Resolution | 5 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025: Audit Committee chairman | For | Pass | |
| Special Resolution | 6 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Audit Committee member | For | Pass | |
| Special Resolution | 7 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Remuneration Committee chairman | For | Pass | |
| Special Resolution | 8 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Remuneration Committee member | For | Pass | |
| Special Resolution | 9 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Risk Committee member (non-executive only) | For | Pass | |
| Special Resolution | 10 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Nomination Committee chairman | For | Pass | |
| Special Resolution | 11 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Nomination Committee member | For | Pass | |
| Special Resolution | 12 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Social and Ethics Committee chairman | For | Pass | |
| Special Resolution | 13 | Directors remuneration | To approve by way of separate resolutions the proposed fees of the non-executive directors for the 12 month period from 1 January 2025 to 31 December 2025:Social and Ethics Committee member (non-executive only) | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | To approve the provision of financial assistance by the company, as authorised by the board, to Group entities in accordance with the Companies Act, 71 of 2008 (the Act) | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of retiring and newly appointed non-executive and executive directors - To ratify Ms. B Baijnath, whose appointment as an executive director requires ratification in accordance with clause 27.2 of the companys Memorandum of Incorporation -MOI | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of retiring and newly appointed non-executive and executive directors - To elect Ms. L J Sennelo, who is retiring by rotation in accordance with clause 23.4.1.1 of the companys MOI, as an independent non-executive director of the company as contemplated in section 68-2-a- of the Companies Act | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of retiring and newly appointed non-executive and executive directors - To re-elect Mr. A Tugendhaft, who is retiring by rotation in accordance with clause 23.3.2, who is retiring by rotation in accordance with clause 23.4.1.1 of the companys MOI, as a non-executive director of the company as contemplated in section 68-2-a- of the Companies Act | Against | Independence | Pass |
| Ordinary Resolution | 4 | Election of directors | Election of the members of the Audit and Risk Committee - To re-elect or elect by way of separate divisible resolutions the following independent non-executive directors as the Audit and Risk Committee members - Mr. S Mayet | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of the members of the Audit and Risk Committee - To re-elect or elect by way of separate divisible resolutions the following independent non-executive directors as the Audit and Risk Committee members - Mr. JN Potgieter | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of the members of the Audit and Risk Committee - To re-elect or elect by way of separate divisible resolutions the following independent non-executive directors as the Audit and Risk Committee members - Ms. F Roji | Against | Independence | Pass |
| Ordinary Resolution | 7 | Election of directors | Election of the members of the Audit and Risk Committee - To re-elect or elect by way of separate divisible resolutions the following independent non-executive directors as the Audit and Risk Committee members - Ms. L J Sennelo -subject to being appointed in accordance with resolution 1.2 above | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Re-appointment of external auditor - To re-appoint PricewaterhouseCoopers Inc. -PwC-, as the Groups independent external auditors, with Mr. Thomas Howatt -IRBA number- 721751- as designated audit partner. | For | Pass | |
| Ordinary Resolution | 9 | Shares under director control | Control of authorised but unissued ordinary shares - To approve that the authorised but unissued ordinary shares be and are hereby placed under the control of the directors by way of a general authority that shall remain valid until the next AGM and the directors authorised, to allot and issue those shares at their discretion. | Against | lack of defined reasoning for the allowance. | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Confirmation of the Groups remuneration policy - To endorse, by way of a non-binding advisory vote, the Groups remuneration policy -excluding the remuneration of the non-executive directors for their services as directors and members of committees | Against | LTI - Poor disclosure (targets and performance outcomes). STI - Poor target disclosure | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Confirmation of the Groups remuneration implementation report - To endorse, by way of a non-binding advisory vote, the company and Groups remuneration implementation report as set out in the shareholder report. | Against | LTI - Poor disclosure (targets and performance outcomes). STI - Poor target disclosure | Pass |
| Ordinary Resolution | 12 | Other | Delegation of authority - To authorise any 1 -one- director of the company and or the Company Secretary to do all such things and sign all such documents -including any amendments thereto- as are deemed necessary or advisable to implement the ordinary and special resolutions. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R1 243 173- and 1 July 2025 to 30 June 2026 -R1 305 332- ? Chairman. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R621 592- and 1 July 2025 to 30 June 2026 -R652 672- ? Deputy Chairman | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R355 519- and 1 July 2025 to 30 June 2026 -R373 295- ? Board member | Against | We prefer NEDs remuneration to have variability which takes into account NEDs board meeting attendance compared with a flat rate. | Pass |
| Special Resolution | 4 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R226 603- and 1 July 2025 to 30 June 2026 -R237 933- ? Assets and Liabilities Committee Chairman | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R150 860- and 1 July 2025 to 30 June 2026 -R158 403- ? Assets and Liabilities Committee member | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R469 485- and 1 July 2025 to 30 June 2026 -R492 959- ? Audit and Risk Committee Chairman | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R234 742- and 1 July 2025 to 30 June 2026 -R246 479- ? Audit and Risk Committee member | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R169 641- and 1 July 2025 to 30 June 2026 -R178 123- ? Remuneration Committee Chairman | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R112 680- and 1 July 2025 to 30 June 2026 -R118 314- ? Remuneration Committee member | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R127 225- and 1 July 2025 to 30 June 2026 -R133 586- ? Nomination Committee Chairman | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R84 506- and 1 July 2025 to 30 June 2026 -R88 731- ? Nomination Committee member | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R227 226- and 1 July 2025 to 30 June 2026 -R238 587- ? Social, Ethics and Sustainability Committee Chairman | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2024 to 30 June 2025 -R150 860- and 1 July 2025 to 30 June 2026 -R158 403- ? Social, Ethics and Sustainability Committee member | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | Authority to provide financial assistance in terms of section 44 - To approve, subject to compliance with the provisions of the MOI and Companies Act -including but not limited to the board being satisfied that immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the company-, the provision by the company, at any time and from time to time during the period of 2 -two- years commencing from the date of approval of this special resolution, of such direct or indirect financial assistance to related or inter-related entities as contemplated in section 44 of the Companies Act | For | Pass | |
| Special Resolution | 15 | Loan/financial assistance | Authority to provide financial assistance in terms of section 45 - To approve, subject to compliance with the provisions of the MOI and Companies Act -including but not limited to the board being satisfied that immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the company-, the provision by the company, at any time and from time to time during the period of 2 -two- years commencing from the date of approval of this special resolution, of such direct or indirect financial assistance to related or inter-related entities as contemplated in section 45 of the Companies Act | For | Pass | |
| Special Resolution | 16 | Share buy backs | General authority to repurchase company securities - To approve the general authority to repurchase the companys securities subject to the JSE Listings Requirements and Companies Act as set out in the resolution | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Reappointment of external auditor | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Directorate - BL Berson | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Directorate - DE Cleasby | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Directorate - NG Payne | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Directorate - H Wiseman | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of audit and risk committee members - H Wiseman | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of audit and risk committee members - T Abdool-Samad | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of audit and risk committee members - PC Baloyi | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of audit and risk committee members - KR Moloko | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of audit and risk committee members - NG Payne | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Endorsement of Bidcorp remuneration policy - Remuneration policy | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Endorsement of Bidcorp remuneration policy - Implementation of remuneration policy | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General authority to directors to allot and issue authorised but unissued ordinary shares | For | Pass | |
| Ordinary Resolution | 14 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 15 | Dividend related | Payment of dividend by way of pro rata reduction of stated capital | For | Pass | |
| Ordinary Resolution | 16 | Other | Creation and issue of convertible debentures | For | Pass | |
| Ordinary Resolution | 17 | Other | Directors authority to implement special and ordinary resolutions | For | Pass | |
| Special Resolution | 1 | Share buy backs | General authority to acquire, repurchase, shares | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Chairman | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Lead independent non-executive director | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Non-executive directors | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Audit and risk committee chairman | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Audit and risk committee member | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Remuneration committee chairman | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Remuneration committee member | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Nominations committee chairman | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Nominations committee member | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Acquisitions committee chairman | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Acquisitions committee member | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Environmental, social and ethics committee chairman | For | Pass | |
| Special Resolution | 14 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Environmental, social and ethics committee member | For | Pass | |
| Special Resolution | 15 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Ad hoc meeting | For | Pass | |
| Special Resolution | 16 | Directors remuneration | Approval of non-executive directors annual fees for the year ending June 30 2025 - Travel per meeting cycle | For | Pass | |
| Special Resolution | 17 | Loan/financial assistance | General authority to provide financial assistance to related or inter-related companies and corporations | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of external auditors | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election and election of directors - Ralph Havenstein | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election and election of directors - Sydney Mufamadi | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election and election of directors - Mpho Nkeli | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election and election of directors - Bernard Swanepoel | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment of members of the audit and risk committee - Dawn Earp | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of members of the audit and risk committee - Ralph Havenstein | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of members of the audit and risk committee - Mametja Moshe | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of members of the audit and risk committee - Preston Speckmann | For | Pass | |
| Ordinary Resolution | 10 | Issuance of shares | General authority to issue authorised but unissued shares for cash | Against | We don't generally approve authority to issue shares for more than 5% | Pass |
| Ordinary Resolution | 11 | Other | Directors authority to implement special and ordinary resolutions | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote ? Endorsement of the Companys remuneration policy | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote ? Endorsement of the Companys remuneration implementation report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of the chairperson of the board | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of the lead independent director | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of non-executive directors | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of audit and risk committee chairperson | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of audit and risk committee member | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of social, transformation and remuneration committee chairperson | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of social, transformation and remuneration committee member | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of nomination, governance and ethics committee chairperson | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of nomination, governance and ethics committee member | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of health, safety and environment committee chairperson | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of health, safety and environment committee member | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of strategy and investment committee chairperson | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration of strategy and investment committee member | For | Pass | |
| Special Resolution | 14 | Directors remuneration | Approval of non-executive directors and committee members remuneration - Remuneration for ad hoc meetings fees per additional board or committee meeting | For | Pass | |
| Special Resolution | 15 | Share buy backs | Repurchase of Company shares by Company or subsidiary | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Approval of the Disposal. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Mr MH Jonas as a director . | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Mr JG Smithies as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Ms TE Kgosi as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of Mrs G Wildschutt as a director. | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Re-appointment of PricewaterhouseCoopers Incorporated (with the designated external audit partner being Mr AJ Rossouw CA(SA)) as the independent external auditors of the group. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Ms HH Hickey as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Dr NY Jekwa as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of Mr MH Jonas as a member of the audit and risk committee, subject to his re-election as director pursuant to ordinary resolution number 1.1 | Against | Concerns around independence | Pass |
| Ordinary Resolution | 9 | Remuneration policy | Non-binding endorsement of the groups remuneration policy. | Against | Remuneration should be linked to balance sheet and free cash flow measures, and there is a lack of environmental metrics in both LTI and STI | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding endorsement of the groups remuneration implementation report. | For | Fail | |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors fees. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Approval of financial assistance in terms of sections 44 and 45 of the Companies Act. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Issuance of shares | Authority to implement the Share Issue (To be voted on by all the Shareholders). | For | Pass | |
| Ordinary Resolution | 2 | Other | Authority of Directors (To be voted on by all the Shareholders). | For | Pass | |
| Special Resolution | 1 | Other | Reduction of authorised Ordinary Shares (To be voted on by all the Shareholders). | For | Pass | |
| Special Resolution | 2 | Other | Reduction of authorised B Shares (To be voted on by all the Shareholders). | For | Pass | |
| Special Resolution | 3 | Other | Approval of MOI Share Capital Amendments (To be voted on by all the Shareholders). | For | Pass | |
| Special Resolution | 4 | Other | Approval of MOI Share Capital Amendments (To be voted on by the B Shareholders only). | For | Pass | |
| Special Resolution | 5 | Share buy backs | General authority to repurchase shares. | Against | We donot believe in buying shares back at a premium as it destroys value. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Appointment of external auditor. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of director: Mr S Mncwango. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of director: Mr R Bowen. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of director: Ms R Van Dijk. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of director: Mr W Plaizier. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment of Mr G Cavaleros as member and chair of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of Mr R Bowen as member of the audit and risk committee. | Against | All members of the Audit committee should be independent, he is not by virtue of his 13 year tenure on the board. | Pass |
| Ordinary Resolution | 8 | Election of directors | Appointment of Ms R van Dijk as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of Mr W Plaizier as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 10 | Other | Authorisation to sign documents giving effect to resolutions. | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote to support the remuneration policy. | Against | Disclosure of metrics and strategic initiatives | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote to support the remuneration implementation report. | Against | Drawback in remuneration policy | Pass |
| Special Resolution | 1 | Other | Approval of non-executive directors fees. | For | Pass | |
| Special Resolution | 2 | Other | Approval of chairs fees. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance in terms of section 44 of the Companies Act. | Against | Not enough detail given as to why the company would want to give financial assistance to directors - needs should be specified, against giving blanket authorization. | Pass |
| Special Resolution | 4 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 5 | Share buy backs | General authority to repurchase shares. | Against | We donot believe in buying shares back at a premium as it destroys value. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Presentation of annual financial statements | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Reappointment of external auditors | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Prof F Abrahams as a director | Against | Tenure been too long, no longer independent. | With |
| Ordinary Resolution | 4 | Election of directors | Re-election of Ms B L M Makgabo-Fiskerstrand as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Mr E Oblowitz as a director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Mr N L Sowazi as a director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of Mr R R Buddle as a director | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Mr E Oblowitz as a member of the Audit Committee | Against | Tenure been too long (14 years), no longer independent. | Pass |
| Ordinary Resolution | 9 | Other | Election of Mr G H Davin as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of Mr D Friedland as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 11 | Other | Election of Ms B L M Makgabo-Fiskerstrand as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 12 | Other | Election of Mr J N Potgieter as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on remuneration policy | Against | Excessive guaranteed remuneration for executives relative to the market cap and recent performance of the group. Reduced STI target was set for 2024, with lower targeted returns (ROCE). Max allowed LTI awards of 5% of issued shares are way too high. | Pass |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote on remuneration implementation report | Against | Same as above | Pass |
| Ordinary Resolution | 15 | Issuance of shares | Authority to issue shares as contemplated in the MOI | For | Pass | |
| Ordinary Resolution | 16 | Other | General authority | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-Executive Directors remuneration | For | Pass | |
| Special Resolution | 2 | Dividend related | Financial assistance to related or interrelated company or corporation | For | Pass | |
| Special Resolution | 3 | Other | General authority to acquire TFG ordinary shares | For | Pass | |
| Special Resolution | 4 | Other | General but restricted authority to issue authorised but unissued securities for cash | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | ELECTION OF DIRECTOR WHO RETIRES FOR THE FIRST TIME IN ACCORDANCE WITH THE COMPANYS MOI - Election of Mr D Ferreria as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | RE-ELECTION OF DIRECTORS RETIRING BY ROTATION - Re-election of Mr W Sihlobo as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | RE-ELECTION OF DIRECTORS RETIRING BY ROTATION - Re-election of Mr Van Heerden as a non-executive director | For | Pass | |
| Ordinary Resolution | 4 | Other | Election of Mr D Ferreira as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of Ms F Khanyile as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of Mr H Ramsumer as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Ms F Khanyile as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Mr J Matthews as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of Mr W Sihlobo as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Re-appointment of independent external auditors | For | Pass | |
| Ordinary Resolution | 11 | Issuance of shares | General authority to issue shares for cash | Against | Shares should not be issued at a discount as it's dilutive to existing shareholders | Pass |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the Company | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on the implementation of the remuneration policy of the Company | For | Pass | |
| Ordinary Resolution | 14 | Other | Authorisation to sign documents to give effect to resolutions | For | Pass | |
| Special Resolution | 1 | Other | Approval of non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Authority to provide financial assistance in terms of sections 44 and 45 of the Companies Act | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase shares | Against | While the quantum of 3% is generally acceptable, given the significant voting rights Titan already has we think no general authority should be given, given the risk to minority shareholders. In addition we donot believe shares should be bought at a premium. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Presenting of annual reporting suite | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors- James Hart du Preez | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors- Dr Fatai Sanusi | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors- John James Volkwyn | For | With | |
| Ordinary Resolution | 5 | Appointment of auditors | Reappointment of the independent external auditor | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment of audit committee members- Louisa Stephens - Chair | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of audit committee members- James Hart du Preez | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of audit committee members- Christine Mideva Sabwa | For | Pass | |
| Ordinary Resolution | 9 | Other | Authorisation to implement resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory votes- Endorsement of the companys remuneration policy | Against | We question whether the “stretch” targets used in calculating the incentives are perhaps somewhat generous as they are regularly achieved | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory votes- Endorsement of the remuneration implementation report | Against | We question whether the “stretch” targets used in calculating the incentives are perhaps somewhat generous as they are regularly achieved | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of the remuneration of non-executive directors | Against | We question whether the “stretch” targets used in calculating the incentives are perhaps somewhat generous as they are regularly achieved | Pass |
| Special Resolution | 2 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Companies Act | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Companies Act | For | Authority | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Approval of the statutory financial statements of the Company | For | Pass | |
| Ordinary Resolution | 2 | Accept Financial Statements and Statutory Reports | Approval of the consolidated financial statements of the Company | For | Pass | |
| Ordinary Resolution | 3 | Dividend related | Approval of the proposed dividend and appropriation of retained earnings of the Company | For | Pass | |
| Ordinary Resolution | 4 | Other | Granting of discharge of liability to the General Partner and all the members of the Board of Overseers for the performance of their duties | Against | Not enough information to approve the resolution. The resolution proposed is to broad based and could cover negligence of a director which is not in the best interest of shareholders | Pass |
| Ordinary Resolution | 5 | Other | Election of the Board of Overseers - Re-election of Mr John Li | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of the Board of Overseers - Re-election of Mr Yves Prussen | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of the Board of Overseers - Re-election of Mr Stuart Robertson | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of the Board of Overseers - Re-election of Mr Stuart Rowlands | For | Pass | |
| Ordinary Resolution | 9 | Other | To approve the remuneration of the Board of Overseers | Against | We are against fixed fee remuneration without any variable component for meeting attendance. We feel a mix between meeting attendance fees and fixed fees is amore appropriate. | Pass |
| Ordinary Resolution | 10 | Other | Authorisation to acquire ordinary shares | Against | 20% share buyback is to high and not in the best interest of minority shareholders given the Rupert Family holding. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Retirement and re-election of Mr. A Varachhia as director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Retirement and re-election of Mr. JE Allie as director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Retirement and re-election of Dr. RL Phillips, as director | For | Pass | |
| Ordinary Resolution | 4 | Other | To re-appoint Mr. JE Allie as member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 5 | Other | To re-appoint Mr. BL Goldberg as member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-appointment Mr. B Raziya as member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | To re-appoint BDO South Africa Incorporated as the auditor of the Company | For | Pass | |
| Ordinary Resolution | 8 | Remuneration policy | Non-binding advisory vote on Spears remuneration policy | For | Pass | |
| Ordinary Resolution | 9 | Remuneration policy | Non-binding advisory vote on Spears implementation report on the remuneration policy | For | Pass | |
| Ordinary Resolution | 10 | Issuance of shares | General authority to issue ordinary shares for cash | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Inter-company financial assistance | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance for the subscription and or purchase of shares in the Company or a related or inter-related company | For | Pass | |
| Special Resolution | 4 | Share buy backs | Share repurchases by Spear and its subsidiaries | For | Pass | |
| Ordinary Resolution | 1 | Other | Approval of Acquisition | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Authority. | For | Pass | |
| Special Resolution | 1 | Other | Change of Name. | For | Pass | |
| Special Resolution | 2 | Other | Amendment of the Companys memorandum of Incorporation | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 40 | Other | Disposal of 30 percent shareholding in AWIC | For | Pass | |
| Ordinary Resolution | 41 | Other | Authority granted to directors | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Annual report | For | Pass | |
| Ordinary Resolution | 2 | Other | Appropriation of profits | For | Pass | |
| Ordinary Resolution | 3 | Other | Release of the members of the Board of Directors and Senior Executive Committee | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Designation of the representative of the A shareholders for the election to the Board of Directors | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of the Board of Directors and its Chairman: Johann Rupert as a member and as Chairman of the Board of Directors in the same vote | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of the Board of Directors and its Chairman: Josua Malherbe | Against | Tenure, independence | Pass |
| Ordinary Resolution | 7 | Election of directors | Election of the Board of Directors and its Chairman: Nikesh Arora | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of the Board of Directors and its Chairman: Clay Brendish | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of the Board of Directors and its Chairman: Jean-Blaise Eckert | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of the Board of Directors and its Chairman: Burkhart Grund | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of the Board of Directors and its Chairman: Keyu Jin | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of the Board of Directors and its Chairman: Jerome Lambert | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of the Board of Directors and its Chairman: Wendy Luhabe | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Election of the Board of Directors and its Chairman: Jeff Moss | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Election of the Board of Directors and its Chairman: Vesna Nevistic | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | Election of the Board of Directors and its Chairman: Guillaume Pictet | For | Pass | |
| Ordinary Resolution | 17 | Election of directors | Election of the Board of Directors and its Chairman: Maria Ramos | Against | > 10 years | Pass |
| Ordinary Resolution | 18 | Election of directors | Election of the Board of Directors and its Chairman: Anton Rupert | Against | Family control | Pass |
| Ordinary Resolution | 19 | Election of directors | Election of the Board of Directors and its Chairman: Patrick Thomas | For | Pass | |
| Ordinary Resolution | 20 | Election of directors | Election of the Board of Directors and its Chairman: Jasmine Whitbread | For | Pass | |
| Ordinary Resolution | 21 | Election of directors | Election of the Board of Directors and its Chairman: Fiona Druckenmiller | For | Pass | |
| Ordinary Resolution | 22 | Election of directors | Election of the Board of Directors and its Chairman: Bram Schot | For | Pass | |
| Ordinary Resolution | 23 | Other | Election of the Compensation Committee: Clay Brendish | For | Pass | |
| Ordinary Resolution | 24 | Other | Election of the Compensation Committee: Keyu Jin | For | Pass | |
| Ordinary Resolution | 25 | Other | Election of the Compensation Committee: Guillaume Pictet | For | Pass | |
| Ordinary Resolution | 26 | Other | Election of the Compensation Committee: Maria Ramos | Against | Lack of independence | Pass |
| Ordinary Resolution | 27 | Other | Election of the Compensation Committee: Fiona Druckenmiller | For | Pass | |
| Ordinary Resolution | 28 | Other | Election of the Compensation Committee: Jasmine Whitbread | For | Pass | |
| Ordinary Resolution | 29 | Appointment of auditors | Re-election of the auditor | Against | Tenure | Pass |
| Ordinary Resolution | 30 | Other | Re-election of the independent representative | For | Pass | |
| Ordinary Resolution | 31 | Other | Votes on the maximum aggregate amounts of the compensation of the Board: Approval of the maximum aggregate amount of compensation of the members of the Board of Directors | For | Pass | |
| Ordinary Resolution | 32 | Other | Votes on the maximum aggregate amounts of the compensation of the Board: Approval of the maximum aggregate amount of fixed compensation of the members of the Senior Executive Committee | For | Pass | |
| Ordinary Resolution | 33 | Other | Votes on the maximum aggregate amounts of the compensation of the Board: Approval of the aggregate amount of variable compensation of the members of the Senior Executive Committee | Against | Disclosure, targets | Pass |
| Ordinary Resolution | 34 | Other | Amendments to the Companys Articles of Incorporation: Lowering of the registration threshold for nominees | Against | Prevents shareholder activism | Pass |
| Ordinary Resolution | 35 | Other | Amendments to the Companys Articles of Incorporation: Curb on empty voting | For | Prevents shareholder activism | Pass |
| Ordinary Resolution | 36 | Other | Amendments to the Companys Articles of Incorporation: Amendments regarding the organisation of the Companys General Meetings | Against | Prevents shareholder activism | Pass |
| Ordinary Resolution | 37 | Dividend related | Amendments to the Companys Articles of Incorporation: Amendments related to general meetings abroad or in virtual form | For | Pass | |
| Ordinary Resolution | 38 | Other | Amendments to the Companys Articles of Incorporation: Changes to the provisions regarding the organisation of the Board of Directors and Senior Executive Committee | For | Pass | |
| Ordinary Resolution | 39 | Other | Amendments to the Companys Articles of Incorporation: Miscellaneous changes | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Reappointment of auditors | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - NP Dongwana | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors - JR Formby | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of directors - LE Pottas | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of directors - JH Zehner | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of directors - IU Mothibeli | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of directors - RD Mokate | Against | Over is over 10 years | Pass |
| Ordinary Resolution | 9 | Election of directors | Re-election of directors - AMSS Mokgabudi | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of members to audit and risk committee - RD Mokate | For | Pass | |
| Ordinary Resolution | 11 | Other | Election of members to audit and risk committee - AMSS Mokgabudi | For | Pass | |
| Ordinary Resolution | 12 | Other | Election of members to audit and risk committee -NP Dongwana | For | Pass | |
| Ordinary Resolution | 13 | Other | Election of members to audit and risk committee - JR Formby | For | Pass | |
| Ordinary Resolution | 14 | Issuance of shares | Unissued shares | For | Pass | |
| Ordinary Resolution | 15 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 16 | Remuneration policy | Remuneration policy - advisory vote | Against | Insufficient disclosure of STI metrics and targets, linking performance to pay. Too big weighting on TSR and ESG in our view for LTI. Lack of operational and strategic imperatives in LTI | Pass |
| Ordinary Resolution | 17 | Remuneration policy | Remuneration policy implementation - advisory vote | Against | See above. | Fail |
| Ordinary Resolution | 18 | Other | Implementation of resolutions | For | Pass | |
| Special Resolution | 1 | Dividend related | Financial assistance to related and inter-related companies | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance for subscription of securities | For | Pass | |
| Special Resolution | 3 | Other | Non-executive director remuneration - Retainer - Non-executive director | For | Pass | |
| Special Resolution | 4 | Other | Non-executive director remuneration - Retainer - Chairman of the board - all-inclusive fee | For | Pass | |
| Special Resolution | 5 | Other | Non-executive director remuneration - Retainer - Chairman of the audit and risk committee | For | Pass | |
| Special Resolution | 6 | Other | Non-executive director remuneration - Retainer - Chairman of the social, ethics and human resources committee | For | Pass | |
| Special Resolution | 7 | Other | Non-executive director remuneration - Retainer - Chairman of the property and investment committee | For | Pass | |
| Special Resolution | 8 | Other | Non-executive director remuneration - Retainer - Lead independent director | For | Pass | |
| Special Resolution | 9 | Other | Non-executive director remuneration - Attendance fee - board -except chairman | For | Pass | |
| Special Resolution | 10 | Other | Non-executive director remuneration - Attendance fee - audit and risk committee | For | Pass | |
| Special Resolution | 11 | Other | Non-executive director remuneration - Attendance fee - social, ethics and human resources committee | For | Pass | |
| Special Resolution | 12 | Other | Non-executive director remuneration - Attendance fee - property and investment committee | For | Pass | |
| Special Resolution | 13 | Share buy backs | Repurchase of shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of director ? Mr JA Copelyn | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of director ? Mr TG Govender | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of director ? Mr JG Ngcobo | Against | Tenure too long (20 years) | Pass |
| Ordinary Resolution | 4 | Election of directors | Re-election of director ? Ms RD Watson | Against | Tenure (10 years) | Pass |
| Ordinary Resolution | 5 | Appointment of auditors | Re-appointment of Auditor | Abstain | We don't find the detail on how long Mazars has been the group's auditor. So we cannot make an informed decision on this resolution. | Pass |
| Ordinary Resolution | 6 | Other | Re-election of member of the Audit and Risk Committee ? Mr MH Ahmed | For | Pass | |
| Ordinary Resolution | 7 | Other | Re-election of member of the Audit and Risk Committee ? Mr JG Ngcobo | Against | Mr Ngcobo does not seem to have sufficient experience with auditing (not a CA(SA). Tenure on the board is also too long. | Pass |
| Ordinary Resolution | 8 | Other | Re-election of member of the Audit and Risk Committee ? Ms RD Watson | Against | Tenure too long on the board. Not a CA(SA), which we believe is suited for a member of the Audit and Risk committee. | Pass |
| Ordinary Resolution | 9 | Issuance of shares | General authority over authorised but unissued shares | For | Pass | |
| Ordinary Resolution | 10 | Other | Directors authority to implement company resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory resolution on long-term remuneration policy | Against | Insufficient disclosure on targets and KPI's. The multiple used of Basic Salary for share options seem excessive. | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory resolution on short-term incentive remuneration policy | Against | No detail provided / targets set to determine and judge management's performance. Insufficient disclosure. | Pass |
| Other | 3 | Remuneration policy | Non-binding advisory resolution on guaranteed payment remuneration policy | For | Pass | |
| Other | 4 | Remuneration policy | Non-binding advisory resolution on remuneration implementation report | Against | Refer to the above | Pass |
| Special Resolution | 1 | Issuance of shares | General authority to issue shares, options and convertible security for cash | For | Pass | |
| Special Resolution | 2 | Other | Approval of non-executive directors annual fees | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase company shares | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | General authorisation of financial assistance | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Mr J A L Chapman as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Mr M P R Morojele as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr A Varachhia as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Appointment of Ms A A Koranteng as a director | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Re-appointment of BDO South Africa Inc. as auditor | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of Ms K M de Kock as a member and the chair of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Mr A C Menigo as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Mr M P R Morojele as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to directors to issue shares for cash | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory votes- endorsement of remuneration policy- and | For | Pass | |
| Other | 2 | Other | Non-binding advisory votes- endorsement of the implementation report | For | No disclosure to peer comparison for similar companies on directors remuneration | Pass |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors for their services as directors -2025 financial year | Against | We do not support fixed fee remuneration to non-executives. | Pass |
| Special Resolution | 2 | Loan/financial assistance | General authority to provide financial assistance to subsidiary companies | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase ordinary shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of the annual financial statements | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors retiring by rotation - Lucia Swartz | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors retiring by rotation - Mark Bowman | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors retiring by rotation - Richard Inskip | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Confirmation of appointment of executive director - Praneel Nundkumar | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Confirmation of appointment of non-executive director - Refilwe Nkabinde | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Re-election of independent auditor | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of members of the Audit and Compliance Committee - Harish Ramsumer | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of members of the Audit and Compliance Committee - Mark Bowman | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of members of the Audit and Compliance Committee - Refilwe Nkabinde | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote on the remuneration policy | Against | STI financial KPIs are appropriate but 33.3% weighting too low; Strategic KPIs not disclosed for STIs; ESG performance included in FY24 LTI structure but target disclosure problematic; LTI financial disclosure comprehensive but the bar on RONW and cash conversion ratio targets is set too low, in our view. | Pass |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote on the remuneration implementation report | Against | STI financial KPIs are appropriate but 33.3% weighting too low; Strategic KPIs not disclosed for STIs; ESG performance included in FY24 LTI structure but target disclosure problematic; LTI financial disclosure comprehensive but the bar on RONW and cash conversion ratio targets is set too low, in our view. | Pass |
| Ordinary Resolution | 13 | Other | Adoption of the Social, Ethics, Transformation and Sustainability Committee report | For | Pass | |
| Ordinary Resolution | 14 | Other | Signature of documents | For | Pass | |
| Ordinary Resolution | 15 | Issuance of shares | General but restricted authority to issue of shares for cash | Against | Lack of detail regarding the intended usage for the newly issues shares. | Pass |
| Ordinary Resolution | 16 | Issuance of shares | Control of unissued shares - excluding issues for cash | Against | No specific reason is given for authority sought | Pass |
| Special Resolution | 1 | Other | Non-executive director remuneration - Independent non-executive chair of the board - R2 265 285 | For | Pass | |
| Special Resolution | 2 | Other | Non-executive director remuneration - Honorary chair of the board - R1 016 284 | For | Pass | |
| Special Resolution | 3 | Other | Non-executive director remuneration - Lead independent non-executive director of the board - R705 699 | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Non-executive director remuneration - Non-executive directors - R481 207 | For | Pass | |
| Special Resolution | 5 | Other | Non-executive director remuneration - Audit and Compliance Committee chair - R390 976 | For | Pass | |
| Special Resolution | 6 | Other | Non-executive director remuneration - Audit and Compliance Committee members - R198 624 | For | Pass | |
| Special Resolution | 7 | Other | Non-executive director remuneration - 7 Remuneration and Nominations Committee chair - R251 028 | For | Pass | |
| Special Resolution | 8 | Other | Non-executive director remuneration - Remuneration and Nominations Committee members - R125 075 | For | Pass | |
| Special Resolution | 9 | Other | Non-executive director remuneration - Social, Ethics, Transformation and Sustainability Committee chair - R206 427 | For | Pass | |
| Special Resolution | 10 | Other | Non-executive director remuneration - Social, Ethics, Transformation and Sustainability Committee members - R119 493 | For | Pass | |
| Special Resolution | 11 | Other | Non-executive director remuneration - 1 Risk and IT Committee members - R149 350 | For | Pass | |
| Special Resolution | 12 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 13 | Dividend related | Financial assistance to related or inter-related companies | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Appointment of auditors. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of JA Copelyn as a director. | Against | His position as Chairman as well as CEO of the majority shareholder opens up the possibility of significant imbalance and thus impaired accountability and protection of minority shareholders. | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of F Mall as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of RD Watson as a director. | Against | Being on the board of HCI calls into question her independence. Given Mr Copelyn's position on the board as well, we oppose this resolution. | Pass |
| Ordinary Resolution | 5 | Other | Re-election of F Mall as member and Chairperson of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 6 | Other | Re-election of BA Mabuza as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 7 | Other | Re-election of RD Watson as member of the audit and risk committee. | Against | Same as above | Pass |
| Ordinary Resolution | 8 | Issuance of shares | General authority for directors to allot and issue authorised but unissued ordinary shares. | Against | No indication of size which is of concern. We would rather prefer management to come to shareholders with a specific transaction that they are investigating. Also given the current low share price, we would not suppose equity issuances at current levels. | Pass |
| Ordinary Resolution | 9 | Other | Authority to implement resolutions. | For | Pass | |
| Special Resolution | 1 | Other | Approval of the proposed fees for non-executive directors. | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares in the company. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance in terms of sections 44 and 45 of the Companies Act. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Dividend related | Confirmation and approval of payment of dividends | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Reappointment of Deloitte South Africa as auditor | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Appointment of chief executive | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect the following directors - Hendrik du Toit | Against | Concerns around independence | Pass |
| Ordinary Resolution | 5 | Election of directors | To re-elect the following directors - Craig Enenstein | Against | Concerns around independence | Pass |
| Ordinary Resolution | 6 | Election of directors | To re-elect the following directors - Angelien Kemna | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect the following directors - Nolo Letele | Against | Concerns around independence | Pass |
| Ordinary Resolution | 8 | Election of directors | To re-elect the following directors - Roberto Oliveira de Lima | Against | Concerns around independence | Pass |
| Ordinary Resolution | 9 | Election of directors | Re-election and appointment of the following audit committee members - Sharmistha Dubey | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Re-election and appointment of the following audit committee members - Manisha Girotra | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Re-election and appointment of the following audit committee members - Angelien Kemna | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Re-election and appointment of the following audit committee members - Steve Pacak -chair | Against | Concerns around independence | Pass |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote - To endorse the companys remuneration policy | Against | Inadequate disclosure and performance dependent on factors outside management's control. | Pass |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote - To endorse the implementation report of the remuneration report | Against | Inadequate disclosure and performance dependent on factors outside management's control. | Pass |
| Ordinary Resolution | 15 | Issuance of shares | Approval of general authority placing unissued shares under the control of the directors | Against | Exposes shareholders to potential dilution | Pass |
| Ordinary Resolution | 16 | Issuance of shares | Approval of general issue of shares for cash | Against | Exposes shareholders to potential dilution | Pass |
| Ordinary Resolution | 17 | Share option scheme | Approval of the amendments to the trust deed of the Naspers Restricted Stock Plan Trust and the share scheme envisaged by this deed | For | Pass | |
| Ordinary Resolution | 18 | Other | General authorisation to implement all resolutions adopted at the annual general meeting | For | Pass | |
| Special Resolution | 1 | Other | Board - Chair | For | Pass | |
| Special Resolution | 2 | Other | Board - Member | For | Pass | |
| Special Resolution | 3 | Other | Audit committee - Chair | For | Pass | |
| Special Resolution | 4 | Other | Audit committee - Member | For | Pass | |
| Special Resolution | 5 | Other | Risk committee - Chair | For | Pass | |
| Special Resolution | 6 | Other | Risk committee - Member | For | Pass | |
| Special Resolution | 7 | Other | Human resources and remuneration committee - Chair | For | Pass | |
| Special Resolution | 8 | Other | Human resources and remuneration committee - Member | For | Pass | |
| Special Resolution | 9 | Other | Nominations committee - Chair | For | Pass | |
| Special Resolution | 10 | Other | Nominations committee - Member | For | Pass | |
| Special Resolution | 11 | Other | Social, ethics and sustainability committee - Chair | For | Pass | |
| Special Resolution | 12 | Other | Social, ethics and sustainability committee - Member | For | Pass | |
| Special Resolution | 13 | Share option scheme | Trustees of group share schemes or other personnel funds | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 44 the Act | For | Pass | |
| Special Resolution | 15 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 45 of the Act | For | Pass | |
| Special Resolution | 16 | Other | General authority for the company or its subsidiaries to acquire N ordinary shares in the company | For | Pass | |
| Special Resolution | 17 | Other | Granting the specific repurchase authorisation | For | Pass | |
| Special Resolution | 18 | Other | General authority for the company or its subsidiaries to acquire A ordinary shares in the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Directors remuneration | To approve the directors remuneration report | Against | There are a number of concerns we have on the remuneration - the discount is no longer an objective, there is an opaque PSU valuation and STI targets are not detailed. These we believe are not appropriate. | Pass |
| Ordinary Resolution | 2 | Other | To adopt the annual accounts for the financial year ended 31 March 2023 | For | Pass | |
| Ordinary Resolution | 3 | Other | To make a distribution in relation to the financial year ended 31 March 2023 | For | Pass | |
| Ordinary Resolution | 4 | Other | To discharge executive directors from liability | For | Pass | |
| Ordinary Resolution | 5 | Other | To discharge non-executive directors from liability | For | Pass | |
| Ordinary Resolution | 6 | Directors remuneration | To approve the remuneration of the non-executive directors | For | Pass | |
| Ordinary Resolution | 7 | Other | To reappoint the following non-executive directors: Manisha Girotra | For | Pass | |
| Ordinary Resolution | 8 | Other | To reappoint the following non-executive directors: Rachel Jafta | Against | We have concerns around this director's independence on a board that needs more independent directors. | Pass |
| Ordinary Resolution | 9 | Other | To reappoint the following non-executive directors: Mark Sorour | Against | We have concerns around this director's independence on a board that needs more independent directors. | Pass |
| Ordinary Resolution | 10 | Other | To reappoint the following non-executive directors: Ying Xu | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | To reappoint Deloitte Accountants B.V. as the auditor charged with the auditing of the annual accounts for the year ending 31 March 2025 | For | Pass | |
| Ordinary Resolution | 12 | Other | To consider and to vote on the Proposed Transaction, combined resolution | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | To designate the board of directors as the company body authorised to issue shares | Against | This is authority is being asked for at a time when there is too big a discount to NAV. | Pass |
| Ordinary Resolution | 14 | Other | To authorise the board of directors to resolve that the company acquires shares in its own capital | For | Pass | |
| Ordinary Resolution | 15 | Other | To reduce the share capital by cancelling own shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Directors' authority | For | Pass | |
| Special Resolution | 1 | Other | Approval of the AGAH Sale | For | Pass | |
| Special Resolution | 2 | Share option scheme | Approval of the Scheme | For | Pass | |
| Special Resolution | 3 | Other | Revocation of Special Resolution Number 1 and Special Resolution Number 2 if the Reorganisation does not become unconditional or is not continued | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of auditors | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of MJA Golding as a director | Against | Tenure. Been on the board for 13 years, lack of independence on the board | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of VE Mphande as a director | Against | Tenure too long, been on the board for 13 years. | Pass |
| Ordinary Resolution | 4 | Election of directors | Re-election of BA Mabuza as a director | For | Pass | |
| Ordinary Resolution | 5 | Other | Re-election of F Mall as member and Chairperson of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 6 | Other | Re-election of BA Mabuza as member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 7 | Other | Re-election of RD Watson as member of the audit and risk committee | Against | We don't have enough insights into Watson's expertise and qualifications. Limited information provided. Her independence is also questionable. | Pass |
| Ordinary Resolution | 8 | Issuance of shares | General authority for directors to allot and issue authorised but unissued ordinary shares | Against | Share price is too cheap to issue any shares. We are not opposed to the idea for a specific transaction, but we require specific information before granting permission | Pass |
| Ordinary Resolution | 9 | Other | Authority to implement resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote on the groups remuneration policy | Against | Insufficient disclosure on remuneration benchmarking. LTI is in the form of Appreciation Right, where we prefer Conditional Shares that is more aligned to operational and strategic metrics rather than just share price movement. | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote on the groups remuneration implementation report | Against | Same as the above | Pass |
| Special Resolution | 1 | Other | Approval of the proposed fees for non-executive directors | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares in the company | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance in terms of sections 44 and 45 of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Henrietta Caroline Baldock as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Philip Alan Hourquebie as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Stephen Koseff as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Nicola Newton-King as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Jasandra Nyker as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Vanessa Olver as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Nishlan Andre Samujh as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Brian Stevenson as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Fani Titi as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To elect Diane Claire Radley as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 11 | Directors remuneration | To approve the dual-listed companies- DLC -Directors Remuneration Report, including the implementation report, - other than the part containing the Directors remuneration policy- for the year ended 31 March 2024 | Against | Concerned around poor disclosure in the policy, especially around non-financial KPIs – this makes it difficult to assess the reasonableness of the remuneration paid | Pass |
| Ordinary Resolution | 12 | Directors remuneration | To approve the DLC Directors Remuneration Policy | Against | Concerned around poor disclosure in the policy, especially around non-financial KPIs – this makes it difficult to assess the reasonableness of the remuneration paid | Pass |
| Ordinary Resolution | 13 | Other | Authority to take action in respect of the resolutions | For | Pass | |
| Ordinary Resolution | 14 | Dividend related | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the six-month period ended 30 September 2023 | For | Pass | |
| Ordinary Resolution | 15 | Dividend related | To sanction the interim dividend paid on the SA DAS share in Investec Limited for the six- month period ended 30 September 2023 | For | Pass | |
| Ordinary Resolution | 16 | Dividend related | To declare a final dividend on the ordinary shares and the dividend access -South African Resident- redeemable preference share -SA DAS share- in Investec Limited for the year ended 31 March 2024 | For | Pass | |
| Ordinary Resolution | 17 | Appointment of auditors | To re-appoint PwC Inc. as joint auditors of Investec Limited | For | Pass | |
| Ordinary Resolution | 18 | Appointment of auditors | To appoint Deloitte ? Touche as joint auditors of Investec Limited | For | Pass | |
| Ordinary Resolution | 19 | Issuance of shares | Directors authority to issue the unissued variable rate, redeemable, cumulative preference shares the unissued non-redeemable, non-cumulative, non-participating preference shares -perpetual preference shares- the unissued non-redeemable, non-cumulative, non-participating preference shares -non-redeemable programme preference shares- and the redeemable, non-participating preference shares redeemable programme preference shares. | For | Pass | |
| Ordinary Resolution | 20 | Issuance of shares | Directors authority to issue the unissued special convertible redeemable preference shares | For | Pass | |
| Ordinary Resolution | 21 | Accept Financial Statements and Statutory Reports | To receive the consolidated audited financial statements of Investec plc for the year ended 31 March 2024, together with the reports of the directors and the auditors | For | Pass | |
| Ordinary Resolution | 22 | Dividend related | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec for the six-month period ended 30 September 2023 | For | Pass | |
| Ordinary Resolution | 23 | Dividend related | To declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2024 | For | Pass | |
| Ordinary Resolution | 24 | Appointment of auditors | To appoint Deloitte LLP as auditors of Investec plc | For | Pass | |
| Ordinary Resolution | 25 | Auditor remuneration | To authorise the Investec plc Audit Committee to set the remuneration of the companys auditors | For | Pass | |
| Ordinary Resolution | 26 | Other | Directors authority to allot shares and other securities | For | Pass | |
| Ordinary Resolution | 27 | Other | Directors authority to purchase ordinary shares | For | Pass | |
| Ordinary Resolution | 28 | Other | Directors authority to purchase preference shares | For | Pass | |
| Special Resolution | 1 | Other | Directors? authority to acquire ordinary shares | For | Pass | |
| Special Resolution | 2 | Other | Directors authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Non-Executive Directors remuneration | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Henrietta Caroline Baldock as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Philip Alan Hourquebie as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Stephen Koseff as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Nicola Newton-King as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Jasandra Nyker as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Vanessa Olver as a director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Nishlan Andre Samujh as a director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Brian David Stevenson as a director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Fani Titi as a director. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To elect Diane Claire Radley as a director. | For | Pass | |
| Ordinary Resolution | 11 | Directors remuneration | To approve the dual-listed companies - DLC- Directors Remuneration Report, including the implementation report, - other than the part containing the Directors remuneration policy- for the year ended 31 March 2024 | Against | Concerned around poor disclosure in the policy, especially around non-financial KPIs – this makes it difficult to assess the reasonableness of the remuneration paid | Pass |
| Ordinary Resolution | 12 | Directors remuneration | To approve the DLC Directors remuneration policy as contained in the DLC Remuneration Report. | Against | Concerned around poor disclosure in the policy, especially around non-financial KPIs – this makes it difficult to assess the reasonableness of the remuneration paid | Pass |
| Ordinary Resolution | 13 | Other | To authorise any director or the Company Secretaries of Investec plc and Investec Limited to do all things and sign all documents which may be necessary to carry into eff ect the resolutions contained in this notice to the extent the same have been passed and, where applicable, filed. | For | Pass | |
| Ordinary Resolution | 14 | Accept Financial Statements and Statutory Reports | To receive the consolidated audited financial statements of Investec plc for the year ended 31 March 2024, together with the reports of the directors of Investec plc and of the auditors of Investec plc | For | Pass | |
| Ordinary Resolution | 15 | Dividend related | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec for the six-month period ended 30 September 2023 | For | Pass | |
| Ordinary Resolution | 16 | Dividend related | Subject to the passing of resolution No 17, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2024 of an amount equal to that recommended by the directors of Investec plc. | For | Pass | |
| Ordinary Resolution | 17 | Appointment of auditors | To appoint Deloitte LLP of 2 New Street Square, EC4A 3BZ, upon the recommendation of the DLC Audit Committee as the auditors of Investec plc to hold office until the conclusion of the AGM of Investec plc to be held in 2025. | For | Pass | |
| Ordinary Resolution | 18 | Auditor remuneration | To authorise the Investec plc Audit Committee to set the remuneration of the companys auditors | For | Pass | |
| Ordinary Resolution | 19 | Other | Directors authority to allot shares and other securities | For | Pass | |
| Ordinary Resolution | 20 | Other | Directors authority to purchase ordinary shares | For | ||
| Ordinary Resolution | 21 | Other | Directors authority to purchase preference shares | For | ||
| Ordinary Resolution | 22 | Dividend related | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the six-month period ended 30 September 2023 | For | Pass | |
| Ordinary Resolution | 23 | Dividend related | To sanction the interim dividend paid by Investec Limited on the dividend access - South African Resident- redeemable preference share - South African DAS share- for the six-month period ended 30 September 2023. | For | Pass | |
| Ordinary Resolution | 24 | Dividend related | Subject to the passing of resolution No. 28, to declare a final dividend on the ordinary shares and the dividend access -South African Resident- redeemable preference share -South African DAS share- in Investec Limited for the year ended 31 March 2024 of an amount equal to that recommended by the directors of Invested Limited. | For | Pass | |
| Ordinary Resolution | 25 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. -PwC Inc.-of 4 Lisbon Lane, Waterfall City, Jukskei view, 2090, upon the recommendation of the DLC Audit Committee, as joint auditors of Investec Limited to hold office until the conclusion of the AGM of Investec Limited to be held in 2025 | For | Pass | |
| Ordinary Resolution | 26 | Appointment of auditors | To appoint Deloitte and Touche of 5 Magwa Crescent, Waterfall City, Waterfall, Gauteng, 2090, upon the recommendation of the DLC Audit Committee, as joint auditors of Investec Limited to hold office until the conclusion of the AGM of Investec Limited to be held in 2025. | For | Pass | |
| Ordinary Resolution | 27 | Issuance of shares | Authorising the directors to issue the unissued variable rate, redeemable, cumulative preference shares- the unissued nonredeemable, non-cumulative, non-participating preference shares -perpetual preference shares- the unissued non-redeemable, non-cumulative, non-participating preference shares -non-redeemable programme preference shares- and the redeemable, non-participating preference shares -redeemable programme preference shares), such authority to endure until the next AGM of Investec Limited to be held in 2025. | For | Pass | |
| Ordinary Resolution | 28 | Issuance of shares | Authorising the directors to issue the unissued special convertible redeemable preference shares. | For | Pass | |
| Special Resolution | 1 | Other | Directors authority to allot shares and other securities | For | Pass | |
| Special Resolution | 2 | Other | Directors authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Non-Executive Directors remuneration | For | Pass | |
| Special Resolution | 5 | Other | Directors authority to purchase ordinary shares | For | Pass | |
| Special Resolution | 6 | Other | Directors authority to purchase preference shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 2 | Accept Financial Statements and Statutory Reports | To adopt the 2024 annual financial statements | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Ms Sisanda Tuku as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Ms Phuti Tsukudu as a director | Against | Excessive Tenure | Pass |
| Ordinary Resolution | 5 | Election of directors | To re-elect Mr Francois Louw as a director | For | Pass | |
| Ordinary Resolution | 6 | Other | To re-appoint Mr Loyiso Dotwana as a member of the Audit and Risk Committee | Against | Excessive Tenure | Pass |
| Ordinary Resolution | 7 | Other | To re-appoint Mr Francois Louw as a member of the Audit and Risk Committee | Against | We generally prefer that board Chairs are not appointed to serve on the audit committee, a principle included in King IV and generally accepted as practice in the South African system. | Pass |
| Ordinary Resolution | 8 | Other | To re-appoint Mr Derick van der Merwe as a member of the Audit and Risk Committe | For | Pass | |
| Ordinary Resolution | 9 | Other | To re-appoint Ms Sisanda Tuku as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 10 | Other | To re-appoint Mr Nicolaas Kruger as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. as auditor | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding endorsement of Afrimats remuneration policy | Against | No specifics on unit cost performance for a mining company. No claw back provisions mentioned. Insufficient articulation on base pay benchmarking. | Pass |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding endorsement of Afrimats implementation report on the remuneration policy | Against | No specifics on unit cost performance for a mining company. No claw back provisions mentioned. Insufficient articulation on base pay benchmarking. | Pass |
| Ordinary Resolution | 14 | Other | To authorise the directors or the Company Secretary to sign documentation | For | Pass | |
| Ordinary Resolution | 15 | Issuance of shares | General authority to issue ordinary shares for cash | For | Pass | |
| Special Resolution | 1 | Other | Remuneration of Chairman of the Board | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of non-executive directors | Against | We prefer NEDs remuneration to have variability which takes into account NEDs board meeting attendance compared with a fixed rate. | Pass |
| Special Resolution | 3 | Other | Remuneration of Chairman of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 4 | Other | Remuneration of Audit and Risk Committee members | For | Pass | |
| Special Resolution | 5 | Other | Remuneration of Chairman of the Remuneration Committee | For | Pass | |
| Special Resolution | 6 | Other | Remuneration of Chairman of the Nominations Committee | For | Pass | |
| Special Resolution | 7 | Other | Remuneration of Remuneration and Nominations Committee members | For | Pass | |
| Special Resolution | 8 | Other | Remuneration of Chairman of the Social, Ethics and Sustainability Committee | For | Pass | |
| Special Resolution | 9 | Other | Remuneration of Social, Ethics and Sustainability Committee members | For | Pass | |
| Special Resolution | 10 | Other | Remuneration of Chairman of the Investment Review Committee | For | Pass | |
| Special Resolution | 11 | Other | Remuneration of Investment Review Committee members | For | Pass | |
| Special Resolution | 12 | Other | Ad hoc remuneration of members of the Board under rare circumstances | For | Pass | |
| Special Resolution | 13 | Loan/financial assistance | Inter-company financial assistance | For | Pass | |
| Special Resolution | 14 | Dividend related | Financial assistance for the subscription and or purchase of shares in the Company or a related or inter-related company | For | Pass | |
| Special Resolution | 15 | Share buy backs | Share repurchases by the Company and its subsidiaries | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Re-appointment of External Auditor | Against | Excessive tenure - we prefer rotation after 10-12 years to maintain independence. | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - BH Kent | Against | Excessive tenure - we prefer rotation after 10 years to maintain independence. | Pass |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors - SR Bogatsu | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of Audit Committee members - AM Hlobo | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of Audit Committee members - BH Kent - subject to the passing of ordinary resolution 3.1 | Against | Excessive tenure - we prefer rotation after 10 years to maintain independence. | Pass |
| Ordinary Resolution | 7 | Other | Election of Audit Committee members - SR Bogatsu - subject to the passing of ordinary resolution 3.2 | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Audit Committee members - N Fubu | For | Pass | |
| Ordinary Resolution | 9 | Remuneration policy | Endorsement of Raubex Remuneration Policy | Against | we note with concern the use of TSR as RBX has a cyclicality element in the form of Chrome mining - management is not in control of chrome prices. limited reference to basic remuneration levels of companies of comparable size, geographical and business diversity and sector. Lack of transparency for personal performance component for the STI. | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Endorsement of Raubex Remuneration Implementation Report | Against | we note with concern the use of TSR as RBX has a cyclicality element in the form of Chrome mining - management is not in control of chrome prices. limited reference to basic remuneration levels of companies of comparable size, geographical and business diversity and sector. Lack of transparency for personal performance component for the STI. | Pass |
| Ordinary Resolution | 11 | Share option scheme | Approval of the Raubex Group Limiteds Long-Term Incentive Scheme | For | Pass | |
| Ordinary Resolution | 12 | Other | Directors authority to implement ordinary and special resolutions | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors | Against | We prefer NEDs remuneration to have variability which takes into account NEDs board meeting attendance compared with a fixed rate. | Pass |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 3 | Dividend related | financial assistance to related or inter-related company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Hendrik du Toit as a director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Kim McFarland as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Gareth Penny as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Idoya Basterrechea Aranda as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Colin Keogh as a director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Busisiwe Mabuza as a director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Victoria Cochrane as a director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Khumo Shuenyane as a director. | For | Pass | |
| Ordinary Resolution | 9 | Directors remuneration | To approve the directors remuneration report, for the year ended 31 March 2024 | Against | Lack of disclosure on non-financial KPIs as well as high potential remuneration paid out - variable remuneration is 800% of fixed pay. Achieved payout of 288% of TGP for below target performance seems excessive as well. | Pass |
| Ordinary Resolution | 10 | Directors remuneration | To approve the directors remuneration policy | Against | Lack of disclosure on non-financial KPIs as well as high potential remuneration paid out - variable remuneration is 800% of fixed pay. Achieved payout of 288% of TGP for below target performance seems excessive as well. | Pass |
| Ordinary Resolution | 11 | Other | To approve Ninety Ones climate strategy. | For | Pass | |
| Ordinary Resolution | 12 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2024, together with the reports of the directors and of the auditor of Ninety One plc. | For | Pass | |
| Ordinary Resolution | 13 | Dividend related | Subject to the passing of resolution no 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2024. | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2025, with the designated audit partner being Allan McGrath | For | Pass | |
| Ordinary Resolution | 15 | Auditor remuneration | To authorise the Audit and Risk Committee to set the remuneration of Ninety One plcs auditor | For | Pass | |
| Ordinary Resolution | 16 | Other | Directors? authority to allot shares and other securities. | Against | Exposes shareholders to potential dilution | Pass |
| Ordinary Resolution | 17 | Dividend related | Subject to the passing of resolution no 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2024. | For | Pass | |
| Ordinary Resolution | 18 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V and A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2025, with the designated audit partner being Chantel van den Heever | For | Pass | |
| Ordinary Resolution | 19 | Other | Election of Audit and Risk Committee members: Victoria Cochrane | For | Pass | |
| Ordinary Resolution | 20 | Other | Election of Audit and Risk Committee members: Colin Keogh | For | Pass | |
| Ordinary Resolution | 21 | Other | Election of Audit and Risk Committee members: Khumo Shuenyane | For | Pass | |
| Ordinary Resolution | 22 | Issuance of shares | Authorising the directors to issue up to 5percent of the issued ordinary shares in Ninety One Limited. | For | Pass | |
| Ordinary Resolution | 23 | Issuance of shares | General authority to issue ordinary shares for cash. | Against | Exposes shareholders to potential dilution | Pass |
| Special Resolution | 1 | Other | Authority to purchase own ordinary shares | For | Pass | |
| Special Resolution | 2 | Other | Consent to short notice. | For | Pass | |
| Special Resolution | 3 | Other | Authority to acquire ordinary shares of Ninety One Limited | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | Financial assistance | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Non-executive directors remuneration. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Hendrik du Toit as a director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Kim McFarland as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Gareth Penny as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Idoya Basterrechea Aranda as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Colin Keogh as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Busisiwe Mabuza as a director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Victoria Cochrane as a director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Khumo Shuenyane as a director | For | Pass | |
| Ordinary Resolution | 9 | Directors remuneration | To approve the directors remuneration report, for the year ended 31 March 2024. | Against | Lack of disclosure on non-financial KPIs as well as high potential remuneration paid out - variable remuneration is 800% of fixed pay. Achieved payout of 288% of TGP for below target performance seems excessive as well. | Pass |
| Ordinary Resolution | 10 | Directors remuneration | To approve the directors remuneration policy. | Against | Lack of disclosure on non-financial KPIs as well as high potential remuneration paid out - variable remuneration is 800% of fixed pay. Achieved payout of 288% of TGP for below target performance seems excessive as well. | Pass |
| Ordinary Resolution | 11 | Other | To approve Ninety Ones climate strategy | For | Pass | |
| Ordinary Resolution | 12 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2024, together with the reports of the directors and of the auditor of Ninety One plc | For | Pass | |
| Ordinary Resolution | 13 | Dividend related | Subject to the passing of resolution no 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2024 | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2025, with the designated audit partner being Allan McGrath | For | Pass | |
| Ordinary Resolution | 15 | Auditor remuneration | To authorise the Audit and Risk Committee to set the remuneration of Ninety One PLCs auditor. | For | Pass | |
| Ordinary Resolution | 16 | Other | Directors authority to allot shares and other securities | Against | Exposes shareholders to potential dilution | Pass |
| Ordinary Resolution | 17 | Dividend related | Subject to the passing of resolution no 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2024. | For | Pass | |
| Ordinary Resolution | 18 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V and A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2025, with the designated audit partner being Chantel van den Heever. | For | Pass | |
| Ordinary Resolution | 19 | Other | Election of Audit and Risk Committee members: Victoria Cochrane | For | Pass | |
| Ordinary Resolution | 20 | Other | Election of Audit and Risk Committee members: Colin Keogh | For | Pass | |
| Ordinary Resolution | 21 | Other | Election of Audit and Risk Committee members: Khumo Shuenyane | For | Pass | |
| Ordinary Resolution | 22 | Issuance of shares | Authorising the directors to issue up to 5percent of the issued ordinary shares in Ninety One Limited. | For | Pass | |
| Ordinary Resolution | 23 | Issuance of shares | General authority to issue ordinary shares for cash. | Against | Exposes shareholders to potential dilution | Pass |
| Special Resolution | 1 | Other | Authority to purchase own ordinary shares | For | Pass | |
| Special Resolution | 2 | Other | Consent to short notice. | For | Pass | |
| Special Resolution | 3 | Other | Authority to acquire ordinary shares of Ninety One Limited | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | Financial Assistance. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Non-executive directors remuneration. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 4 | Loan/financial assistance | Financial assistance in terms of section 44 of the companies Act. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 11 | Appointment of auditors | Re-appointment of external auditors and designated audit partner | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of Sean Summers as an executive director | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Re-election of David Friedland as a non-executive director | Against | Not independent on Tenure | Pass |
| Ordinary Resolution | 14 | Election of directors | Re-election of Audrey Mothupi as a non-executive director | Against | Not Independent on Tenure and possible capacity constraints | Pass |
| Ordinary Resolution | 15 | Election of directors | Re-election of Annamarie van der Merwe as a non-executive director | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | Appointment of Aboubakar Jakoet to the Audit, Risk and Compliance Committee | Against | Not independent so should not be on the Audit committee | Pass |
| Ordinary Resolution | 17 | Election of directors | Appointment of Haroon Bhorat to the Audit, Risk and Compliance Committee | For | Pass | |
| Ordinary Resolution | 18 | Election of directors | Appointment of Mariam Cassim to the Audit, Risk and Compliance Committee | For | Pass | |
| Ordinary Resolution | 19 | Election of directors | Appointment of James Formby to the Audit, Risk and Compliance Committee | For | Pass | |
| Ordinary Resolution | 20 | Election of directors | Appointment of David Friedland to the Audit, Risk and Compliance Committee | Against | Not independent | Pass |
| Ordinary Resolution | 21 | Election of directors | Appointment of Audrey Mothupi to the Audit, Risk and Compliance Committee | Against | Not independent | Pass |
| Other | 1 | Remuneration policy | Non-binding advisory vote- Endorsement of the remuneration policy | Against | Disclosure | Fail |
| Other | 2 | Remuneration policy | Non-binding advisory vote- Endorsement of the implementation of the remuneration policy | Against | Disclosure | Fail |
| Special Resolution | 1 | Other | Directors fees for the 2025 and 2026 annual financial periods | For | Pass | |
| Special Resolution | 2 | Other | Additional director fees to be paid in the 2025 financial period | For | Pass | |
| Special Resolution | 3 | Dividend related | Provision of financial assistance to related or inter-related parties | For | Pass | |
| Special Resolution | 4 | Share buy backs | General approval to repurchase Company shares | Against | Shares should not be bought at a premium to the market as that is value destructive to existing shareholders. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | To appoint Ms B Mathews as a director. | For | Pass | |
| Ordinary Resolution | 2 | Other | To appoint Ms AM Hlobo as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Mr PE Burton as director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Mr AH Sangqu as director. | For | Pass | |
| Ordinary Resolution | 5 | Other | To re-appoint Mr PE Burton as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 6 | Other | To re-appoint Ms ZRP Matsau as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 7 | Other | To re-appoint Mr AH Sangqu as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 8 | Other | To appoint Ms B Mathews as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 9 | Other | To appoint Ms AM Hlobo as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | To reappoint the auditor, Deloitte and Touche. | For | Pass | |
| Ordinary Resolution | 11 | Issuance of shares | General authority to issue ordinary shares for cash. | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote on PSG Konsults remuneration policy. | Against | There is insufficient disclosure around achieved and proposed targets, which makes it difficult to assess the appropriateness of remuneration | Pass |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on PSG Konsults implementation report on the remuneration policy. | Against | There is insufficient disclosure around achieved and proposed targets, which makes it difficult to assess the appropriateness of remuneration | Pass |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Intercompany financial assistance in terms of section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance for the acquisition of shares in the company or a related or interrelated company according to section 44 of the Companies Act. | Against | The resolution does not exclude directors, and is thus not specific enough to allay our fears around conflict of interest | Pass |
| Special Resolution | 4 | Share buy backs | Share repurchases by PSG Konsult and its subsidiaries. | For | Pass | |
| Special Resolution | 5 | Other | Change of name. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | The reports of the Directors of the Company (the Directors) and the audited accounts of the Company for the year ended 31 March 2023 together with the report of the auditor on those audited accounts be received. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Chris Bowman be elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Caroline Britton be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Mark Cherry be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Kelly Cleveland be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Andrew Coombs be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Joanne Kenrick be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Daniel Kitchen be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | James Peggie be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Ernst and Young LLP be reappointed as the auditor of the Company. | For | Pass | |
| Ordinary Resolution | 11 | Auditor remuneration | The Audit Committee be authorised to fix the auditors remuneration. | For | Pass | |
| Ordinary Resolution | 12 | Dividend related | The approval of the payment of an authorised dividend of EUR0.0298 per ordinary share in respect of the six months ended 31 March 2023 (a non-binding endorsement). | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | The Companys Remuneration Policy be approved (a non-binding endorsement). | For | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | The implementation report on the Companys Remuneration Policy be approved (a nonbinding endorsement). | For | Pass | |
| Ordinary Resolution | 15 | Dividend related | Authorisation be given for a scrip dividend scheme for the financial year ending 31 March 2024. | For | Pass | |
| Ordinary Resolution | 16 | Other | The Directors be authorised generally and unconditionally to allot equity securities. | Against | We have concerns around the potential dilution of shareholder interest. | Pass |
| Special Resolution | 1 | Issuance of shares | That the Directors be authorised to issue or sell from treasury shares in the Company as if pre-emption rights did not apply, subject to the limits set out in the resolution. | Against | We have concerns around the potential dilution of shareholder interest. | Pass |
| Special Resolution | 2 | Issuance of shares | That the Directors be authorised to issue or sell from treasury shares in the Company as if pre-emption rights did not apply, solely in connection with an acquisition or other specified capital investment and subject to the limits set out in the resolution. | Against | We have concerns around the potential dilution of shareholder interest. | Pass |
| Special Resolution | 3 | Other | That the Company, or any of its subsidiaries, be authorised to purchase ordinary shares of the Company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Directors remuneration | Remuneration of Non-Executive Directors | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | The reports of the Directors of the Company - the Directors - and the audited accounts of the Company for the year ended 31 March 2024 together with the report of the auditor on those audited accounts be received. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Chris Bowman be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Caroline Britton be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Mark Cherry be re-elected as a Director of the Company | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Kelly Cleveland be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Andrew Coombs be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Deborah Davis be elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Joanne Kenrick be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Daniel Kitchen be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Ernst and Young LLP be reappointed as the auditor of the Company. | For | Pass | |
| Ordinary Resolution | 11 | Auditor remuneration | The Audit Committee be authorised to fix the auditors remuneration. | For | Pass | |
| Ordinary Resolution | 12 | Dividend related | The payment of an authorised dividend of EUR0.0305 per ordinary share in respect of the six months ended 31 March 2024 be approved - a non-binding endorsement. | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | The Companys Remuneration Policy be approved a non-binding endorsement. | Against | Poor disclosure, TNR targets are being lowered for future periods with higher vesting amounts doesn't seem reasonable | Pass |
| Ordinary Resolution | 14 | Remuneration policy | The implementation report on the Companys Remuneration Policy be approved - a non-binding endorsement. | For | Pass | |
| Ordinary Resolution | 15 | Dividend related | Authorisation be given for a scrip dividend alternative scheme for the financial year ending 31 March 2025. | For | Pass | |
| Ordinary Resolution | 16 | Other | The Directors be authorised generally and unconditionally to allot equity securities. | Against | The quantum being requested is too large | Pass |
| Special Resolution | 1 | Other | That the Directors be authorised to issue or sell from treasury shares in the Company as if pre-emption rights did not apply, subject to the limits set out in the resolution. | For | Pass | |
| Special Resolution | 2 | Issuance of shares | That the Directors be authorised to issue or sell from treasury shares in the Company as if pre-emption rights did not apply, solely in connection with an acquisition or other specified capital investment and subject to the limits set out in the resolution. | For | Pass | |
| Special Resolution | 3 | Other | That the Trust Deed and Rules of the Sirius Real Estate Employee Share Incentive Plan - ESIP - and of the Sirius Real Estate International Employee Share Incentive Plan -International ESIP - be approved and the Board be authorised to bring the ESIP, International ESIP and further plans based on the ESIP into effect, as set out in the resolution and as summarised in Appendix 1 to the Notice of AGM. | For | Pass | |
| Special Resolution | 4 | Other | That the Company, or any of its subsidiaries, be authorised to purchase ordinary shares of the Company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Issuance of shares | Conversion of the authorised Ordinary Shares - whether issued or unissued - from par value to no par value shares - Ordinary Shareholders - To be voted on by Ordinary Shareholders only | For | Pass | |
| Special Resolution | 2 | Issuance of shares | Conversion of the authorised Ordinary Shares - whether issued or unissued - from par value to no par value shares -All Shareholders - To be voted on by all the Shareholders | For | Pass | |
| Special Resolution | 3 | Other | Increase of authorised Ordinary Shares by the creation of additional Ordinary Shares - To be voted on by all the Shareholders | For | Pass | |
| Special Resolution | 4 | Other | Increase of authorised B Shares by the creation of additional B Shares - To be voted on by all the Shareholders | For | Pass | |
| Special Resolution | 5 | Other | Approval of MOI Share Capital Amendments - All Shareholders - To be voted on by all the Shareholders | For | Pass | |
| Special Resolution | 6 | Other | Approval of MOI Share Capital Amendments - B Shareholders - To be voted on by B Shareholders only | For | Pass | |
| Special Resolution | 7 | Other | Approval of MOI B Share Terms Amendments - All Shareholders - To be voted on by all the Shareholders | For | Pass | |
| Special Resolution | 8 | Other | Approval of MOI B Share Terms Amendments - B Shareholders - To be voted on by B Shareholders only | For | Pass | |
| Special Resolution | 9 | Other | Approval of MOI Director Rotation Amendments - All Shareholders - To be voted on by all the Shareholders | Against | While all other resolutions are necessary in order to enact the rights issue (which we support), we believe this one will reduce accountability of directors to shareholders. | Pass |
| Special Resolution | 10 | Other | Approval of MOI Director Rotation Amendments - B Shareholders - To be voted on by B Shareholders only | For | Pass | |
| Special Resolution | 11 | Issuance of shares | Authorisation to issue Shares pursuant to the Rights Offer with voting power equalling or exceeding 30 percent of the voting power of existing Shares - and renounceable letters of allocation in relation to the Rights Offer Shares - To be voted on by all the Shareholders | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Other | To approve the cancellation of the Companys share premium account and associated matters | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect - elect directors - Paul Cook | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect - elect directors - Martin Oduor-Otieno | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect - elect directors - Sola David-Borha | Against | Concerns around independence | Pass |
| Ordinary Resolution | 4 | Election of audit committee | To re-elect the group audit committee members - Lwazi Bam | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | To re-elect the group audit committee members - Trix Kennealy | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | To re-elect the group audit committee members - Nomgando Matyumza | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | To re-elect the group audit committee members - Martin Oduor-Otieno | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Appointment of independent external auditors - PricewaterhouseCoopers Incorporated | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | Appointment of independent external auditors - Ernst and Young Incorporated | For | Pass | |
| Ordinary Resolution | 10 | Shares under director control | Place authorised but unissued non-redeemable preference shares under control of directors | For | Pass | |
| Ordinary Resolution | 11 | Shares under director control | Place authorised but unissued ordinary shares under control of directors | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | General authority to issue authorised but unissued ordinary shares for cash | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote on remuneration policy and remuneration implementation report - Support the groups remuneration policy | Against | Poor disclosure of STI and non-financial metrics | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote on remuneration policy and remuneration implementation report - Endorse the groups remuneration implementation report | Against | Poor disclosure of STI and non-financial metrics | Pass |
| Special Resolution | 1 | Directors remuneration | Directors fees - Chairman | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Directors fees - Directors | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Directors fees - International directors | For | Pass | |
| Special Resolution | 4 | Other | Directors fees - Audit committee - Chairman | For | Pass | |
| Special Resolution | 5 | Other | Directors fees - Audit committee - Members | For | Pass | |
| Special Resolution | 6 | Other | Directors fees - Directors affairs committee - Members | For | Pass | |
| Special Resolution | 7 | Other | Directors fees - Remuneration committee - Chairman | For | Pass | |
| Special Resolution | 8 | Other | Directors fees - Remuneration committee - Members | For | Pass | |
| Special Resolution | 9 | Other | Directors fees - Risk and capital management committee - Chairman | For | Pass | |
| Special Resolution | 10 | Other | Directors fees - Risk and capital management committee - Members | For | Pass | |
| Special Resolution | 11 | Other | Directors fees - Social, ethics and sustainability committee - Chairman | For | Pass | |
| Special Resolution | 12 | Other | Directors fees - Social, ethics and sustainability committee - Members | For | Pass | |
| Special Resolution | 13 | Other | Directors fees - Information technology committee - Chairman | For | Pass | |
| Special Resolution | 14 | Other | Directors fees - Information technology committee - Members | For | Pass | |
| Special Resolution | 15 | Other | Directors fees - Model approval committee - Chairman | For | Pass | |
| Special Resolution | 16 | Other | Directors fees - Model approval committee - Members | For | Pass | |
| Special Resolution | 17 | Other | Directors fees - Large exposure credit committee - members | For | Pass | |
| Special Resolution | 18 | Other | Directors fees - Ad hoc committee - members | For | Pass | |
| Special Resolution | 19 | Other | Grant - General authority to acquire the companys ordinary shares | For | Pass | |
| Special Resolution | 20 | Other | Grant - General authority to acquire the companys preference shares | For | Pass | |
| Special Resolution | 21 | Loan/financial assistance | Approve - Loans or other financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 22 | Other | Grant - General authority to acquire the companys non-redeemable preference shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Ms EM Hendricks as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Mr GJ Heron as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr MA Moloto as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of Mr SJ Mojalefa as an executive director of the Company | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Election of Ms N Ford-Hoon -Fok- as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | Election of Mr GJ Heron as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Election of Ms SS Mafoyane as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Re-appointment of PwC as independent external auditor | For | Pass | |
| Ordinary Resolution | 9 | Remuneration policy | Non-binding advisory vote - Endorsement of remuneration policy of the Company | Against | With the resignation of 1 member of Remco, there are not sufficient amount of members on the committee currently. They do not disclose the peer analysis and consultants used. | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote - Endorsement of the implementation of the remuneration policy of the Company | Against | LTI targets are significantly skewed towards relative returns and not targets that are within management’s control | Pass |
| Ordinary Resolution | 11 | Issuance of shares | To place the unissued authorised ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | Specific authority to issue shares to afford shareholders distribution reinvestment alternatives | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General but restricted authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 14 | Other | Authorisation of directors and or the company secretary | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | Financial assistance to related or inter-related parties | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance for the subscription and or purchase of securities in a related or inter-related company of SA Corporate | Against | No reason provided for why they require Financial Assistance. | Pass |
| Special Resolution | 3 | Directors remuneration | Approval of non-executive directors fees | For | Pass | |
| Special Resolution | 4 | Other | Authority to issue shares to directors who elect to reinvest their distributions under the reinvestment option | For | Pass | |
| Special Resolution | 5 | Share buy backs | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To present the Sanlam annual reporting suite, including the annual financial statements | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | To reappoint the joint external auditors for the 2024 financial year - To reappoint KPMG Inc. | For | Pass | |
| Ordinary Resolution | 3 | Appointment of auditors | To reappoint the joint external auditors for the 2024 financial year - To reappoint PricewaterhouseCoopers Inc. -PwC- | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To confirm the appointment of a new independent non-executive director, Temba Mvusi with effect from 7 March 2024 | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To individually re-elect the following non-executive directors retiring by rotation- Anton Botha | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To individually re-elect the following non-executive directors retiring by rotation - Sipho Nkosi | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To individually re-elect the following non-executive directors retiring by rotation - Karabo Nondumo | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To individually re-elect the following non-executive directors retiring by rotation - Johan van Zyl | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To individually re-elect the following non-executive directors retiring by rotation - Kobus Moller | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Abigail Mukhuba as an executive director rotating on a voluntary basis | For | Pass | |
| Ordinary Resolution | 11 | Election of audit committee | To individually elect the following independent non-executive directors as members of the Sanlam audit committee - Andrew Birrell | For | Pass | |
| Ordinary Resolution | 12 | Election of audit committee | To individually elect the following independent non-executive directors as members of the Sanlam audit committee - Nicolaas Kruger | For | Pass | |
| Ordinary Resolution | 13 | Election of audit committee | To individually elect the following independent non-executive directors as members of the Sanlam audit committee - Mathukana Mokoka | Against | Concerns around independence | Pass |
| Ordinary Resolution | 14 | Election of audit committee | To individually elect the following independent non-executive directors as members of the Sanlam audit committee - Kobus Moller | For | Pass | |
| Ordinary Resolution | 15 | Election of audit committee | To individually elect the following independent non-executive directors as members of the Sanlam audit committee - Karabo Nondumo | Against | Concerns around independence | Pass |
| Ordinary Resolution | 16 | Election of audit committee | To individually elect the following independent non-executive directors as members of the Sanlam audit committee - Ndivhuwo Manyonga | For | Pass | |
| Ordinary Resolution | 17 | Remuneration policy | To cast a non-binding advisory vote on the companys remuneration policy and remuneration implementation report - Non-binding advisory vote on the companys remuneration policy | For | Pass | |
| Ordinary Resolution | 18 | Remuneration policy | To cast a non-binding advisory vote on the companys remuneration policy and remuneration implementation report - Non-binding advisory vote on the companys remuneration implementation report | For | Pass | |
| Ordinary Resolution | 19 | Shares under director control | To place unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 20 | Issuance of shares | To approve the general authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 21 | Directors remuneration | To note the total amount of non-executive directors and executive directors remuneration for the financial year ended 31 December 2023 | For | Pass | |
| Ordinary Resolution | 22 | Other | To authorise any director of the company and, where applicable, the Company Secretary of the company, to implement the aforesaid ordinary and undermentioned special resolutions | For | Pass | |
| Special Resolution | 1 | Directors remuneration | To approve the remuneration of the non-executive directors of the company for their services as directors for the period 1 July 2024 to 30 June 2025 | For | Pass | |
| Special Resolution | 2 | Share buy backs | To give authority to the company or a subsidiary of the company to acquire the companys securities | For | Pass | |
| Special Resolution | 3 | Share buy backs | To approve the specific authority to repurchase the SPV Sanlam Shares from Subscription SPV, a wholly owned subsidiary in the Sanlam group | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of independent external auditor. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of retiring directors - To re-elect Mr SS Ntsaluba as a director of the Company. | Against | Capacity Constraint - overboarded | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of retiring directors - To re-elect Mr BM Kodisang as a director of the Company. | For | Pass | |
| Ordinary Resolution | 4 | Election of audit committee | Election of audit committee members - Re-election of Ms KW Mzondeki as a member of the committee. | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Election of audit committee members - Re-election of Mr TML Setiloane as a member of the committee. | For | With | |
| Ordinary Resolution | 6 | Election of audit committee | Election of audit committee members - Re-election of Mr BM Kodisang as a member of the committee. | For | Pass | |
| Ordinary Resolution | 7 | Remuneration policy | Non-binding advisory vote - Approval of the remuneration policy. | Against | Our first concern is on the user of TSR as a performance category measure. Management has no control over commodity prices. Comparators used for benchmarking base pay are not necessarily directly comparable to TGA. Concerns around remuneration governance with some members of the committee not independent as described. | Pass |
| Ordinary Resolution | 8 | Remuneration policy | Non-binding advisory vote - Approval of the implementation of the remuneration policy. | Against | Our first concern is on the user of TSR as a performance category measure. Management has no control over commodity prices. Comparators used for benchmarking base pay are not necessarily directly comparable to TGA. Concerns around remuneration governance with some members of the committee not independent as described. | Pass |
| Ordinary Resolution | 9 | Issuance of shares | General authority for directors to allot and issue ordinary shares. | Against | Maximum size at 5% | Fail |
| Ordinary Resolution | 10 | Other | Authorisation to sign documents to give effect to resolutions. | For | Pass | |
| Special Resolution | 1 | Share buy backs | General authority to acquire the Companys own ordinary shares. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration payable to non-executive directors. | Against | We prefer NEDs remuneration to have variability which takes into account NEDs board meeting attendance compared with a fixed rate. | Pass |
| Special Resolution | 3 | Loan/financial assistance | Approval for the granting of financial assistance in terms of sections 44 and 45 of the Companies Act of South Africa. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | To re-appoint the Companys joint external auditor to serve until the conclusion of the 2024 financial year audit- KPMG Inc. -KPMG | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | To re-appoint the Companys joint external auditor to serve until the conclusion of the 2024 financial year audit- PricewaterhouseCoopers Inc. -PwC | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Arrie Rautenbach as an executive director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Ihron Rensburg as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - John Cummins as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Rose Keanly as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation - Sello Moloko as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To elect the following directors who was appointed after the last AGM - Alison Beck, as an independent non-executive director -appointment effective 1 December 2023 | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To elect the following directors who was appointed after the last AGM - Alpheus Mangale, as an independent non-executive director -appointment effective 1 July 2023 | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To elect the following directors who was appointed after the last AGM - Luisa Diogo, as an independent non-executive director -appointment effective 1 September 2023 | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To elect the following directors who was appointed after the last AGM - Peter Mageza, as an independent non-executive director -appointment effective 1 August 2023 | For | Pass | |
| Ordinary Resolution | 12 | Election of audit committee | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Alison Beck -subject to election as an independent non-executive director pursuant to Ordinary Resolution number 4.1 | For | Pass | |
| Ordinary Resolution | 13 | Election of audit committee | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Peter Mageza -subject to election as an independent non-executive director pursuant to Ordinary Resolution number 4.4 | For | Pass | |
| Ordinary Resolution | 14 | Election of audit committee | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Fulvio Tonelli | For | Pass | |
| Ordinary Resolution | 15 | Election of audit committee | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Rene van Wyk | For | Pass | |
| Ordinary Resolution | 16 | Election of audit committee | To appoint or re-appoint the members of the Group Audit and Compliance Committee - Tasneem Abdool-Samad | For | Pass | |
| Ordinary Resolution | 17 | Shares under director control | To place the authorised but unissued ordinary share capital of the Company under the control of the directors | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - To endorse the Companys remuneration policy. | For | Improved disclosure and we engaged with them on the non-financial KPIs | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote - To endorse the Companys remuneration implementation report. | For | Improved disclosure and we engaged with them on the non-financial KPIs | Pass |
| Special Resolution | 1 | Directors remuneration | To approve the proposed remuneration of the non-executive directors for their services as directors, payable from 1 June 2024 to, and including, the last day of the month preceding the date of the next AGM. | For | Pass | |
| Special Resolution | 2 | Share buy backs | To grant a general authority to the directors to approve repurchase of the Companys ordinary shares. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | To grant a general authority to the Company to approve financial assistance in terms of section 44 of the Companies Act No. 71 of 2008. | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | To grant a general authority to the Company to approve financial assistance in terms of section 45 of the Companies Act No. 71 of 2008. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Ms SL Botha as a Director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Mr MSdP le Roux as a Director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr V Mahlangu as a Director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Confirmation of appointment and election of Ms NF Bhettay as a Director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Confirmation of appointment and election of Ms N Ford-Hoon as a Director | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | Reappointment of Deloitte Touche as auditor | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Appointment of KPMG as auditor | For | Pass | |
| Ordinary Resolution | 8 | Issuance of shares | Approval to issue -i- the relevant Loss Absorbent Capital Securities and -ii- Ordinary Shares upon the occurrence of a Trigger Event in respect of the relevant Loss Absorbent Capital Securities | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to issue Ordinary Shares for cash | Against | Exposes shareholders to dilution | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding endorsement of the remuneration policy | Against | Poor disclosure makes it difficult to assess the appropriateness of the remuneration outcomes. | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding endorsement of the implementation report on the remuneration policy | Against | Poor disclosure makes it difficult to assess the appropriateness of the remuneration outcomes. | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of the non-executive Directors remuneration | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority for the Company to repurchase and for subsidiaries to purchase Ordinary Shares | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Authority for the Board to authorise the Company to provide financial assistance to related companies and corporations | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of directors of the company appointed during the year - Election of Mr J Quinn. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of directors of the company appointed during the year Election of Dr TM Nombembe, who was appointed as a director of the company after the last AGM of shareholders. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors retiring by rotation - Re-election of Mr BA Dames, who is retiring by rotation, as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors retiring by rotation - Re-election of Mrs NP Dongwana, who is retiring by rotation, as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of directors retiring by rotation - Re-election of Mr MC Nkuhlu, who is retiring by rotation, as a director. | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | Appointment of external auditors - Reappointment of Ernst and Young as external auditor. | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Appointment of external auditors - Appointment of KPMG Inc as external auditor. | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Appointment of the Nedbank Group Audit Committee members - Election of Mr S Subramoney as a member of the Nedbank Group Audit Committee. | For | Pass | |
| Ordinary Resolution | 9 | Election of audit committee | Appointment of the Nedbank Group Audit Committee members - Election of Mr HR Brody as a member of the Nedbank Group Audit Committee. | For | Pass | |
| Ordinary Resolution | 10 | Election of audit committee | Appointment of the Nedbank Group Audit Committee members - Election of Mrs NP Dongwana as a member of the Nedbank Group Audit Committee. | For | Pass | |
| Ordinary Resolution | 11 | Election of audit committee | Appointment of the Nedbank Group Audit Committee members - Election of Mr EM Kruger as a member of the Nedbank Group Audit Committee. | For | Pass | |
| Ordinary Resolution | 12 | Election of audit committee | Appointment of the Nedbank Group Audit Committee members - Election of Ms P Langeni as a member of the Nedbank Group Audit Committee. | For | Pass | |
| Ordinary Resolution | 13 | Election of audit committee | Appointment of the Nedbank Group Audit Committee members - Election of Dr TM Nombembe as a member of the Nedbank Group Audit Committee. | For | Pass | |
| Ordinary Resolution | 14 | Shares under director control | Placing the authorised but unissued ordinary shares under the control of the directors. | For | Pass | |
| Ordinary Resolution | 15 | Shares under director control | Placing the authorised but unissued cumulative redeemable, non-participating, preference shares under the control of the directors. | For | Pass | |
| Ordinary Resolution | 16 | Shares under director control | Placing the authorised but unissued A non-redeemable, non-cumulative, non-participating, perpetual preference shares under the control of the directors. | For | Pass | |
| Other | 1 | Remuneration policy | Endorsements of the Remuneration Policy and the Implementation Report - Advisory endorsement on a non-binding basis of the Nedbank Group Remuneration Policy. | Against | Poor disclosure makes it difficult to assess the appropriateness of remuneration outcomes | Pass |
| Other | 2 | Remuneration policy | Endorsements of the Remuneration Policy and the Implementation Report - Advisory endorsement on a non-binding basis of the Nedbank Group Remuneration Implementation Report. | Against | Poor disclosure makes it difficult to assess the appropriateness of remuneration outcomes | Pass |
| Special Resolution | 1 | Directors remuneration | Remuneration of the non-executive directors - Group Chairperson (all-inclusive fee). | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of the non-executive directors - Lead Independent Director (additional 40 percent). | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of the non-executive directors - Nedbank Group boardmember. | For | Pass | |
| Special Resolution | 4 | Other | Committee members fees - Nedbank Group Audit Committee. | For | Pass | |
| Special Resolution | 5 | Other | Committee members fees - Nedbank Group Credit Committee. | For | Pass | |
| Special Resolution | 6 | Other | Committee members fees - Nedbank Group Directors Affairs Committee. | For | Pass | |
| Special Resolution | 7 | Other | Committee members fees - Nedbank Group Information Technology Committee. | For | Pass | |
| Special Resolution | 8 | Other | Committee members fees - Nedbank Group Remuneration Committee. | For | Pass | |
| Special Resolution | 9 | Other | Committee members fees - Nedbank Group Risk and Capital Management Committee. | For | Pass | |
| Special Resolution | 10 | Other | Committee members fees - Nedbank Group Transformation, Social and Ethics Committee. | For | Pass | |
| Special Resolution | 11 | Other | Committee members fees - Nedbank Group Sustainability and Climate Resilience Committee. | For | Pass | |
| Special Resolution | 12 | Other | Committee members fees - Ad hoc meeting fee. | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Remuneration of non-executive directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson - Acting Group Chairperson. | For | Pass | |
| Special Resolution | 14 | Directors remuneration | Remuneration of non-executive directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson - Acting Lead Independent Director. | For | Pass | |
| Special Resolution | 15 | Directors remuneration | Remuneration of non-executive directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson - Acting Board Committee Chairperson. | For | Pass | |
| Special Resolution | 16 | Share buy backs | General authority to repurchase ordinary shares. | For | Pass | |
| Special Resolution | 17 | Loan/financial assistance | General authority to provide financial assistance to related and interrelated companies. | For | Pass | |
| Special Resolution | 18 | Other | Increase in authorised A preference shares and reduction of par value - Increase in authorised A preference shares. | For | Pass | |
| Special Resolution | 19 | Other | Increase in authorised A preference shares and reduction of par value - Reduction of par value of the A preference shares. | For | Pass | |
| Special Resolution | 20 | Other | Amendments to the MOI and terms of the A non-redeemable, non-cumulative, nonparticipating, perpetual preference shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election and election of directors -To re-elect Itumeleng Kgaboesele as a director of the Company. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election and election of directors - To re-elect Jaco Langner as a director of the Company. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election and election of directors - To re-elect Trevor Manuel as a director of the Company. | Against | Concerns around independence | Pass |
| Ordinary Resolution | 4 | Election of directors | Re-election and election of directors - To re-elect Nomkhita Nqweni as a director of the Company. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election and election of directors - To elect Busisiwe Silwanyana as a director of the Company. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election and election of directors - To elect Jurie Strydom as a director of the Company. | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Election of Audit committee members - To elect Olufunke Ighodaro as a member of the Audit committee. | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Election of Audit committee members - To elect Itumeleng Kgaboesele as a member of the Audit committee. | For | Pass | |
| Ordinary Resolution | 9 | Election of audit committee | Election of Audit committee members -To elect Jaco Langner as a member of the Audit committee. | For | Pass | |
| Ordinary Resolution | 10 | Election of audit committee | Election of Audit committee members - To elect John Lister as a member of the Audit committee. | For | Pass | |
| Ordinary Resolution | 11 | Election of audit committee | Election of Audit committee members - To elect Nomkhita Nqweni as a member of the Audit committee. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of Audit committee members - To elect Busisiwe Silwanyana as a director of the Company. | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of Audit committee members - To elect Jurie Strydom as a director of the Company. | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | Re-appointment of Auditors - To re-appoint Deloitte and Touche as joint auditors until the conclusion of the next AGM of the Company. | For | Pass | |
| Ordinary Resolution | 15 | Appointment of auditors | Re-appointment of Auditors - To re-appoint Ernst and Young as joint auditors until the conclusion of the next AGM of the Company. | For | Pass | |
| Ordinary Resolution | 16 | Remuneration policy | Non-binding advisory votes - Non-binding advisory vote on the Companys Remuneration Policy. | For | Pass | |
| Ordinary Resolution | 17 | Remuneration policy | Non-binding advisory votes - Non-binding advisory vote on the Companys Remuneration Implementation Report. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | To approve the proposed remuneration payable to non-executive directors. | For | Pass | |
| Special Resolution | 2 | Share buy backs | To grant general authority to acquire the Companys own ordinary shares. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | To approve the provisions of financial assistance to subsidiaries and other related and inter-related entities and to directors, prescribed officers and other persons participating in share or other employee incentive schemes. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Share buy backs | Acquisition of the Companys own shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Share buy backs | To authorise the Company to make market purchases of ordinary Shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of Independent External Auditor and appointment of designated individual audit partner | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Non-Executive Directors - Ms PMM O-Brien | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Non-Executive Directors - Mr ST Coetzer | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Non-Executive Directors - Mr SA Dawson | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Mr H Riemensperger as an Executive Director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Ms RJ Gabriels as an Executive Director | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Election of Audit Committee members - Ms PG Sibiya | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Election of Audit Committee members - Ms AM Roets | For | Pass | |
| Ordinary Resolution | 9 | Election of audit committee | Election of Audit Committee members - Ms FFT Dludlu -De Buck | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration policy and implementation report - Remuneration policy | Against | REM benchmarking - no reference to basic remuneration levels of companies of comparable size, geographical and business diversity and sector. Drivers of guaranteed remuneration are not disclosed. Lack of details on metrics and targets for ESG as a measure for LTIs. No outright metrics for personal perform (makes evaluation subjective) | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration policy and implementation report - Implementation of remuneration policy | Against | REM benchmarking - no reference to basic remuneration levels of companies of comparable size, geographical and business diversity and sector. Drivers of guaranteed remuneration are not disclosed. Lack of details on metrics and targets for ESG as a measure for LTIs. No outright metrics for personal perform (makes evaluation subjective) | Pass |
| Ordinary Resolution | 12 | Other | Approval of the amended rules of the AECI 2012 long term incentive plan | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Non-Executive Director fees - Board - Chairman | For | Pass | |
| Special Resolution | 14 | Other | Non-Executive Director fees - Board - Non-Executive Director | For | Pass | |
| Special Resolution | 15 | Other | Non-Executive Director fees - Audit Committee - Chairman | For | Pass | |
| Special Resolution | 16 | Other | Non-Executive Director fees - Risk Committee - Chairman | For | Pass | |
| Special Resolution | 17 | Other | Non-Executive Director fees - SHE Committee - Chairman | For | Pass | |
| Special Resolution | 18 | Other | Non-Executive Director fees - Other Board Committees - Chairman | For | Pass | |
| Special Resolution | 19 | Other | Non-Executive Director fees - Audit Committee - Member | For | Pass | |
| Special Resolution | 20 | Other | Non-Executive Director fees - Other Board Committees - Member | For | Pass | |
| Special Resolution | 21 | Directors remuneration | Non-Executive Director fees -Meeting attendance fee - including ad hoc meetings | For | Pass | |
| Special Resolution | 22 | Directors remuneration | Non-Executive Director fees - Per trip allowance | For | Pass | |
| Special Resolution | 23 | Share buy backs | General authority to repurchase shares | For | Fail | |
| Special Resolution | 24 | Loan/financial assistance | Financial assistance to related or inter-related company - section 45 | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Receipt of 2023 Annual Report and Accounts - To receive and consider the Companys annual report and accounts for the year ended 31 December 2023 (the 2023 ARA), together with the reports of the directors and the statutory auditors thereon. | For | Pass | |
| Ordinary Resolution | 2 | Directors remuneration | Directors Remuneration Report - To approve the Directors Remuneration Report for the year ended 31 December 2023 as set out on pages 111 to 138 of the 2023 ARA, excluding the Directors Remuneration Policy on pages 130 to 138. | Against | Our first concern is on the use of TSR for LTIs (particularly for cyclical companies such as mining companies). targets for STI financial and operational KPIs not disclosed (Without this information, shareholders cannot assess relevance of targets against historical performance). | Pass |
| Ordinary Resolution | 3 | Directors remuneration | Directors Remuneration Policy - To approve the Directors Remuneration Policy as set out within the Directors Remuneration Report on pages 130 to 138 of the 2023 ARA. | Against | Our first concern is on the use of TSR for LTIs (particularly for cyclical companies such as mining companies). targets for STI financial and operational KPIs not disclosed (Without this information, shareholders cannot assess relevance of targets against historical performance). | Pass |
| Ordinary Resolution | 4 | Election of directors | Election of Director - To elect Dr. Kojo Busia as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Director - To elect Mr. Alan Ferguson as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Director - To elect Mr. Albert Garner as a director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Director - To elect Mr. Rhidwaan Gasant as a director. | Against | Capacity and excessive tenure | Pass |
| Ordinary Resolution | 8 | Election of directors | Election of Director - To elect Mr. Scott Lawson as a director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of Director - To elect Ms. Jinhee Magie as a director. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of Director - To elect Ms. Diana Sands as a director. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of Director - To elect Mr. Jochen Tilk as a director. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of Director - To elect Mr. Alberto Calderon as a director. | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of Director - To elect Ms. Gillian Doran as a director. | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | Re-appointment of Statutory Auditors - To re-appoint PricewaterhouseCoopers LLP as statutory auditors of the Company until the conclusion of the next annual general meeting of the Company. | For | Pass | |
| Ordinary Resolution | 15 | Auditor remuneration | Remuneration of Statutory Auditors - To authorise the Audit and Risk Committee of the Company to determine the remuneration of the Company's statutory auditors for and on behalf of the Board. | For | Pass | |
| Ordinary Resolution | 16 | Appointment of auditors | Ratification of Appointment of Independent Registered Public Accountants - To ratify the appointment of PricewaterhouseCoopers Inc. as independent registered public accountants of the Company for the year ending 31 December 2024. | For | Pass | |
| Ordinary Resolution | 17 | Political donations | To authorise the Company and any company which is a subsidiary of the Company at the time this resolution is passed or becomes a subsidiary of the Company at any time during the period for which this resolution has effect, to: a) make donations to political parties and independent election candidates, b) make donations to political organisations other than political parties, and c) incur political expenditure, provided that with respect to each of the foregoing categories, any such donations or expenditure made by the Company, or a subsidiary of the Company, do not in the aggregate exceed 100,000 Pounds. This authority shall have effect during the period beginning with the date on which this resolution is passed and ending at the conclusion of the next annual general meeting of the Company (or, if earlier, close of business on the date falling 15 months after the date on which this resolution is passed). | Against | Lack of clarity on criteria to be used on determining organizations which are likely to received donations. Lack of justification for the quantum of the donation. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of SN Mabaso-Koyana as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of SP Milller a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of NL Sowazi as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of TBL Molefe as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | To elect SN Mabaso-Koyana as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | To elect CWN Molope as a member of the Audit Committee | Against | Poor attendance | Pass |
| Ordinary Resolution | 7 | Election of audit committee | To elect NP Gosa as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | To elect VM Rague as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 9 | Election of audit committee | To elect T Pennington as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 10 | Other | To elect NL Sowazi as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 11 | Other | To elect SP Miller as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 12 | Other | To elect SLA Sanusi as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 13 | Other | To elect KDK Mokhele as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 14 | Other | To elect N Newton-King as a member of the Social, Ethics and Sustainability Committee | For | Pass | |
| Ordinary Resolution | 15 | Appointment of auditors | Appointment of Ernst and Young Inc. as an auditor of the Company | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | General authority for directors to allot and issue authorised but unissued ordinary shares | Against | Poor capital allocation track record; this will also be dilutive for shareholders | Pass |
| Ordinary Resolution | 17 | Issuance of shares | General authority for directors to allot and issue ordinary shares for cash | Against | Poor capital allocation track record; this will also be dilutive for shareholders | Pass |
| Ordinary Resolution | 18 | Remuneration policy | Non-binding advisory vote - endorsement of the Companys remuneration policy | Against | Poor disclosure and ROE numbers (which are KPIs) are meaningless | Pass |
| Ordinary Resolution | 19 | Remuneration policy | Non-binding advisory vote - endorsement of the Companys remuneration implementation report | Against | Poor disclosure and ROE numbers (which are KPIs) are meaningless | Pass |
| Special Resolution | 1 | Directors remuneration | To approve remuneration payable to MTN Group Board Local Chairman | For | Pass | |
| Special Resolution | 2 | Directors remuneration | To approve remuneration payable to MTN Group Board International Chairman | For | Pass | |
| Special Resolution | 3 | Directors remuneration | To approve remuneration payable to MTN Group Board Local member | For | Pass | |
| Special Resolution | 4 | Directors remuneration | To approve remuneration payable to MTN Group Board International member | For | Pass | |
| Special Resolution | 5 | Directors remuneration | To approve remuneration payable to MTN Group Board Local Lead Independent director | For | Pass | |
| Special Resolution | 6 | Directors remuneration | To approve remuneration payable to MTN Group Board International Lead Independent director | For | Pass | |
| Special Resolution | 7 | Other | To approve remuneration payable to Human Capital and Remuneration Committee Local Chairman | For | Pass | |
| Special Resolution | 8 | Other | To approve remuneration payable to Human Capital and Remuneration Committee International Chairman | For | Pass | |
| Special Resolution | 9 | Other | To approve remuneration payable to Human Capital and Remuneration Committee Local member | For | Pass | |
| Special Resolution | 10 | Other | To approve remuneration payable to Human Capital and Remuneration Committee International member | For | Pass | |
| Special Resolution | 11 | Other | To approve remuneration payable to Social, Ethics and Sustainability Committee Local Chairman | For | Pass | |
| Special Resolution | 12 | Other | To approve remuneration payable to Social, Ethics and Sustainability Committee International Chairman | For | Pass | |
| Special Resolution | 13 | Other | To approve remuneration payable to Social, Ethics and Sustainability Committee Local member | For | Pass | |
| Special Resolution | 14 | Other | To approve remuneration payable to Social, Ethics and Sustainability Committee International member | For | Pass | |
| Special Resolution | 15 | Other | To approve remuneration payable to Audit Committee Local Chairman | For | Pass | |
| Special Resolution | 16 | Other | To approve remuneration payable to Audit Committee International Chairman | For | Pass | |
| Special Resolution | 17 | Other | To approve remuneration payable to Audit Committee Local member | For | Pass | |
| Special Resolution | 18 | Other | To approve remuneration payable to Audit Committee International member | For | Pass | |
| Special Resolution | 19 | Other | To approve remuneration payable to Risk Management and Compliance Committee Local Chairman | For | Pass | |
| Special Resolution | 20 | Other | To approve remuneration payable to Risk Management and Compliance Committee International Chairman | For | Pass | |
| Special Resolution | 21 | Other | To approve remuneration payable to Risk Management and Compliance Committee Local member | For | Pass | |
| Special Resolution | 22 | Other | To approve remuneration payable to Risk Management and Compliance Committee International member | For | Pass | |
| Special Resolution | 23 | Other | To approve remuneration payable to Finance and Investment Committee Local Chairman | For | Pass | |
| Special Resolution | 24 | Other | To approve remuneration payable to Finance and Investment Committee International Chairman | For | Pass | |
| Special Resolution | 25 | Other | To approve remuneration payable to Finance and Investment Committee Local member | For | Pass | |
| Special Resolution | 26 | Other | To approve remuneration payable to Finance and Investment Committee International member | For | Pass | |
| Special Resolution | 27 | Other | To approve remuneration payable to Ad Hoc Strategy Execution Committee Local Chairman - including from its establishment in 2023 | For | Pass | |
| Special Resolution | 28 | Other | To approve remuneration payable to Ad Hoc Strategy Execution Committee International Chairman - including from its establishment in 2023 | For | Pass | |
| Special Resolution | 29 | Other | To approve remuneration payable to Ad Hoc Strategy Execution Committee Local member - including from its establishment in 2023 | For | Pass | |
| Special Resolution | 30 | Other | To approve remuneration payable to Ad Hoc Strategy Execution Committee International member - including from its establishment in 2023 | For | Pass | |
| Special Resolution | 31 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee Local Chairman | For | Pass | |
| Special Resolution | 32 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee International Chairman | For | Pass | |
| Special Resolution | 33 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee Local member | For | Pass | |
| Special Resolution | 34 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee International member | For | Pass | |
| Special Resolution | 35 | Share buy backs | To approve the repurchase of the Companys shares | For | Pass | |
| Special Resolution | 36 | Loan/financial assistance | To approve the granting of financial assistance to subsidiaries and other related and interrelated entities | For | Pass | |
| Special Resolution | 37 | Share option scheme | To approve the granting of financial assistance to directors and or prescribed officers and employee share scheme beneficiaries | For | Pass | |
| Special Resolution | 38 | Loan/financial assistance | To approve the granting of financial assistance to MTN Zakhele Futhi RF Limited | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of non-executive directors retiring by rotation - WJ Grindrod | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of non-executive directors retiring by rotation - D Malik | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of members and appointment of Chair of the Audit committee - ZP Zatu Moloi - chair | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of members and appointment of Chair of the Audit committee - D Malik - subject to passing ordinary resolution 1.2 | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of members and appointment of Chair of the Audit committee - B Magara | For | Pass | |
| Ordinary Resolution | 6 | Other | Appointment of independent auditors and the designated audit partner - Appointment of PwC as independent auditors | For | Pass | |
| Ordinary Resolution | 7 | Other | Appointment of independent auditors and the designated audit partner - Appointment of N Ndiweni as designated audit partner | For | Pass | |
| Ordinary Resolution | 8 | Issuance of shares | General authority to directors to allot and issue ordinary shares | Against | We are concerned this exposes shareholders to the risk of dilution | Pass |
| Ordinary Resolution | 9 | Issuance of shares | General authority to issue ordinary shares for cash | Against | We are concerned this exposes shareholders to the risk of dilution | Fail |
| Ordinary Resolution | 10 | Other | Amendment to the Grindrod Limited Forfeitable Share Plan | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - Confirmation of the Group remuneration policy | For | Significant improvement in disclosure, though some concerns remain | Pass |
| Other | 2 | Other | Non-binding advisory vote - Confirmation of the Group implementation report | For | Significant improvement in disclosure, though some concerns remain | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Act | Against | Authority being requested is too broad | Pass |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Act | Against | Authority being requested is too broad | Pass |
| Special Resolution | 4 | Share buy backs | General repurchase of Grindrods ordinary shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | To receive the 2023 Report and Accounts | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | To approve the Remuneration Report | Against | Performance for this year includes a number of one-off expenses that are expected to recur - these are not stripped out of KPIs | Pass |
| Ordinary Resolution | 3 | Dividend related | To declare a Final Dividend | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Neeta Atkar MBE as a Director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Tim Breedon CBE as a Director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Chris Hill as a Director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Moira Kilcoyne as a Director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Steven Levin as a Director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Ruth Markland as a Director | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect George Reid as a Director | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Chris Samuel as a Director | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Mark Satchel as a Director | For | Pass | |
| Ordinary Resolution | 13 | Appointment of auditors | To re-appoint PwC LLP as Auditor of the Company | For | Pass | |
| Ordinary Resolution | 14 | Auditor remuneration | To authorise the Board Audit Committee to determine the Auditors remuneration | For | Pass | |
| Ordinary Resolution | 15 | Political donations | To authorise political donations by the Company and its subsidiaries | For | While this type of resolution normally concerns us, we take note of their track record around using this and the fact that they have no controversies around the use of political donations or bribery - this gives us comfort in voting for this resolution for the company. | Pass |
| Special Resolution | 1 | Share buy backs | To authorise the Company to purchase its own shares | For | Pass | |
| Special Resolution | 2 | Share buy backs | To authorise the Company to enter into Contingent Purchase Contracts for the purchase of its own shares on the JSE | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | To receive the Accounts and the Reports of the Directors and the Auditors for the year ended 31 December 2023. | For | Pass | |
| Ordinary Resolution | 2 | Dividend related | To approve a final cash dividend of 1.65 pence per ordinary share. | For | Pass | |
| Ordinary Resolution | 3 | Directors remuneration | To approve the Directors Remuneration Report for the year ended 31 December 2023 (other than the Directors Remuneration Policy). | Against | There is no disclosure of peer comparatives. Targets and metrics for STI are not disclosed. This is a similar case for long-term incentives. The potential remuneration mix is disclosed, however, we are broadly supportive of a pay mix being evenly split between Guaranteed , LTI and STI. | Pass |
| Ordinary Resolution | 4 | Election of directors | To re-elect Jonathan Nicholls as a Director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Ian Hawksworth as a Director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Situl Jobanputra as a Director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Richard Akers as a Director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Ruth Anderson as a Director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Charlotte Boyle as a Director. | For | PWC has been the auditors for 14 years, needs to rotate. | Pass |
| Ordinary Resolution | 10 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP as Auditors. | Against | Tenure of auditor raises concerns around independence | Pass |
| Ordinary Resolution | 11 | Auditor remuneration | To authorise the Audit Committee to determine the Auditors remuneration. | For | Pass | |
| Ordinary Resolution | 12 | Other | To authorise the Directors to allot shares (S.551). | Against | The authority being requested is excessive and exposes shareholders to significant dilution with no reason provided | Pass |
| Special Resolution | 1 | Other | To disapply the pre-emption provisions of Section 561(1) of the Companies Act 2006, to the extent specified. | For | Pass | |
| Special Resolution | 2 | Other | To disapply the pre-emption provisions of Section 561(1) of the Companies Act 2006, to the additional extent specified. | For | Pass | |
| Special Resolution | 3 | Share buy backs | To authorise the Company to purchase its own shares. | For | Pass | |
| Special Resolution | 4 | Other | To allow General Meetings (other than AGMs) to be held on 14 clear days notice. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | point (d) - Adoption of 2023 accounts. | For | Pass | |
| Ordinary Resolution | 2 | Other | Release from liability. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Andreas Klingen. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Andries de Lange. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Steven Brown. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Eliza Predoiu. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of New Independent Non-Executive Director election of Jeanine Holscher. | For | Pass | |
| Ordinary Resolution | 8 | Directors remuneration | Authorising Directors to determine Non-Executive Directors remuneration. | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | Re-appointment of Ernst and Young Accountants LLP as the Auditor. | For | Pass | |
| Special Resolution | 1 | Issuance of shares | General authority to issue shares for cash. | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 3 | Other | Authority to cancel repurchased shares. | For | Pass | |
| Special Resolution | 4 | Remuneration policy | Non-binding advisory vote - Approval of Remuneration Implementation Report. | Against | Poor disclosure on targets and KPI makes it difficult to shareholders to assess management's performance. | Pass |
| Special Resolution | 5 | Remuneration policy | Non-binding advisory vote - Approval of Remuneration Policy. | For | Pass | |
| Special Resolution | 6 | Other | Amendments to the Articles in order to facilitate settlement of H1 2024 distribution by capital repayment. | For | Pass | |
| Special Resolution | 7 | Other | Amendments to the Articles in order to facilitate settlement of H2 2024 distribution by capital repayment. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors - To re-elect Roger Dixon as a director of the company. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of directors appointed since the previous AGM - To elect Matt Daley as a director of the company. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of directors appointed since the previous AGM - To elect Themba Mkhwanazi as a director of the company. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of directors appointed since the previous AGM - To elect Steve Phiri as a director of the company. | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Appointment of members of audit and risk committee - Election of Lwazi Bam as a member of the committee. | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | Appointment of members of audit and risk committee - Election of Thevendrie Brewer as a member of the committee. | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Appointment of members of audit and risk committee - Election of Suresh Kana as a member of the committee. | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Re-appointment of auditor. | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to allot and issue authorised but unissued shares for cash. | For | Pass | |
| Ordinary Resolution | 10 | Other | Authority to implement resolutions. | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote: Endorsement of the remuneration policy. | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote: Endorsement of the remuneration implementation report. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive directors fees. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Authority to provide financial assistance. | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase company securities. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of the directors retiring by rotation and confirmation of appointment of a director - Re-election of Mr PH Giliam as a director of Metair. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of the directors retiring by rotation and confirmation of appointment of a director - Re-election of Ms N Medupe as a director of Metair. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of the directors retiring by rotation and confirmation of appointment of a director - Re-election of Ms AK Sithebe as a director of Metair. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Confirmation of appointment of Mr PS OFlaherty as an executive director of Metair. | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Re-appointment of Ernst and Young Inc. as auditors of Metair for the financial year ending 31 December 2024 and until the conclusion of the next annual general meeting. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of audit and risk committee members - Election of Ms N Medupe as a member and chairperson of the audit and risk committee. Ms Medupes election to the audit and risk committee is subject to her re-election as a director pursuant to ordinary resolution number 2. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of audit and risk committee members - Election of Ms AK Sithebe as a member of the audit and risk committee. Ms Sithebe election to the audit and risk committee is subject to her re-election as a director pursuant to ordinary resolution number 3. | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Election of audit and risk committee members - Election of Mr B Mawasha as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 9 | Remuneration policy | Non-binding advisory vote - Endorsement of the companys remuneration policy. | Against | Excessive remuneration given the poor performance over many years. | Pass |
| Ordinary Resolution | 10 | Other | Non-binding advisory vote - Endorsement of the companys remuneration. | Against | Excessive remuneration given the poor performance over many years. | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors remuneration. | Against | Excessive remuneration for non-execs. | Pass |
| Special Resolution | 2 | Loan/financial assistance | Provision of financial assistance in terms of Section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Provision of financial assistance in terms of Section 44 of the Companies Act. | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority to repurchase the companys securities. | Against | The company is not in a financial position to buy back shares. Too much debt on Balance Sheet. If their gearing is at acceptable levels, they could ask for a general permission again. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Approval of the statutory annual accounts - approving the statutory annual accounts relating to the accounting year ended on 31 December 2023. | For | Pass | |
| Ordinary Resolution | 2 | Other | Discharge to the directors - granting discharge to the directors for the performance of their duties during the accounting year ended on 31 December 2023. | For | Pass | |
| Ordinary Resolution | 3 | Other | Discharge to the statutory auditor - granting discharge to the statutory auditor for the performance of his duties during the accounting year ended on 31 December 2023. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Resignation and Appointment of directors - upon proposal by the Board of Directors, renewing the appointment of Ms. Michele Burns as independent director, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Resignation and Appointment of directors - upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Paul Cornet de Ways Ruart, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Resignation and Appointment of directors - upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Gregoire de Spoelberch, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Resignation and Appointment of directors - upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Paulo Lemann, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Resignation and Appointment of directors - upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Alexandre Van Damme, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Resignation and Appointment of directors - upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Martin J. Barrington, for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2024. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Resignation and Appointment of directors - upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Salvatore Mancuso, for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2024. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Resignation and Appointment of directors - upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Alejandro Santo Domingo, for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2024. | For | Pass | |
| Ordinary Resolution | 12 | Auditor remuneration | Extension mandate of statutory auditor and remuneration - in anticipation of, and subject to, the imminent transposition of Directive -EU- 2022-2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation -EU- No 537-2014, Directive 2004-109-EC, Directive 2006-43-EC and Directive 2013-34-EU, as regards corporate sustainability reporting -CSRD- into Belgian law, extending, upon recommendation of the Audit Committee, for the remaining duration of its mandate as statutory auditor, the mandate of PwC Bedrijfsrevisoren BV or PwC Reviseurs d-Entreprises SRL, with registered office at Culliganlaan 5, 1831 Machelen and registered with the register of legal entities under number 0429.501.944 RLE -Brussels-, as of the end of the Meeting, represented by Peter D-Hondt BV -represented by its permanent representative Peter D-hondt, bedrijfsrevisor or reviseur d-entreprises-, with the mandate of providing the assurance opinion in respect of the sustainability reporting as set forth in CSRD as will be implemented into Belgian law, and 5 setting, in agreement with the auditor, its additional yearly remuneration relating to such extension to EUR 1.279.817. | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Remuneration report - approving the remuneration report for the financial year 2023. The 2023 annual report containing the remuneration report is available on the Companys website as indicated in this notice. | Against | Financial KPI targets and weighting for 2023 STI and LTI were not disclosed. FY24 advance disclosure for STI and LTI was not provided. Individual KPI's have no weightings and quant targets. CFO compensation not disclosed separately, not comply with Belgian law. No environmental KPI's included in STI and LTI. | Pass |
| Ordinary Resolution | 14 | Other | Filings - without prejudice to other delegations of powers to the extent applicable, granting powers to Jan Vandermeersch, Global Legal Director Corporate, with power to substitute, to proceed to any filings and publication formalities in relation to the above resolutions. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Approval of the statutory annual accounts - approving the statutory annual accounts relating to the accounting year ended on 31 December 2023. | For | Pass | |
| Ordinary Resolution | 2 | Other | Discharge to the directors - granting discharge to the directors for the performance of their duties during the accounting year ended on 31 December 2023. | For | Pass | |
| Ordinary Resolution | 3 | Other | Discharge to the statutory auditor - granting discharge to the statutory auditor for the performance of his duties during the accounting year ended on 31 December 2023. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Resignation and Appointment of directors - upon proposal by the Board of Directors, renewing the appointment of Ms. Michele Burns as independent director, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Resignation and Appointment of directors - upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Paul Cornet de Ways Ruart, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Resignation and Appointment of directors - upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Gregoire de Spoelberch, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Resignation and Appointment of directors - upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Paulo Lemann, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Resignation and Appointment of directors - upon proposal by the Reference Shareholder, renewing the appointment as director of Mr. Alexandre Van Damme, for a period of four years ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2027. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Resignation and Appointment of directors - upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Martin J. Barrington, for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2024. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Resignation and Appointment of directors - upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Salvatore Mancuso, for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2024. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Resignation and Appointment of directors - upon proposal by the Restricted Shareholders, renewing the appointment as Restricted Share Director of Mr. Alejandro Santo Domingo, for a period of one year ending at the end of the shareholders meeting which will be asked to approve the accounts for the year 2024. | For | Pass | |
| Ordinary Resolution | 12 | Auditor remuneration | Extension mandate of statutory auditor and remuneration - in anticipation of, and subject to, the imminent transposition of Directive -EU- 2022-2464 of the European Parliament and of the Council of 14 December 2022 amending Regulation -EU- No 537-2014, Directive 2004-109-EC, Directive 2006-43-EC and Directive 2013-34-EU, as regards corporate sustainability reporting -CSRD- into Belgian law, extending, upon recommendation of the Audit Committee, for the remaining duration of its mandate as statutory auditor, the mandate of PwC Bedrijfsrevisoren BV or PwC Reviseurs d-Entreprises SRL, with registered office at Culliganlaan 5, 1831 Machelen and registered with the register of legal entities under number 0429.501.944 RLE -Brussels-, as of the end of the Meeting, represented by Peter D-Hondt BV -represented by its permanent representative Peter D-hondt, bedrijfsrevisor or reviseur d-entreprises-, with the mandate of providing the assurance opinion in respect of the sustainability reporting as set forth in CSRD as will be implemented into Belgian law, and 5 setting, in agreement with the auditor, its additional yearly remuneration relating to such extension to EUR 1.279.817. | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Remuneration report - approving the remuneration report for the financial year 2023. The 2023 annual report containing the remuneration report is available on the Companys website as indicated in this notice. | Against | Financial KPI targets and weighting for 2023 STI and LTI were not disclosed. FY24 advance disclosure for STI and LTI was not provided. Individual KPI's have no weightings and quant targets. CFO compensation not disclosed separately, not comply with Belgian law. No environmental KPI's included in STI and LTI. | Pass |
| Ordinary Resolution | 14 | Other | Filings - without prejudice to other delegations of powers to the extent applicable, granting powers to Jan Vandermeersch, Global Legal Director Corporate, with power to substitute, to proceed to any filings and publication formalities in relation to the above resolutions. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Receipt of the 2023 Annual Report and Accounts. | For | Pass | |
| Ordinary Resolution | 2 | Directors remuneration | Approval of the 2023 Directors remuneration report. | For | Pass | |
| Ordinary Resolution | 3 | Appointment of auditors | Reappointment of the Auditors. | For | Pass | |
| Ordinary Resolution | 4 | Auditor remuneration | Authority for the Audit Committee to agree the Auditors remuneration. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Luc Jobin as a Director - N. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Tadeu Marroco as a Director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of Kandy Anand as a Director - N, R. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of Karen Guerra as a Director - A, N. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-election of Holly Keller Koeppel as a Director - A, N. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Re-election of Veronique Laury as a Director - A, N. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Re-election of Darrell Thomas as a Director - A, N. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of Murray S. Kessler as a Director - N, R. | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of Serpil Timuray as a Director - N, R. | For | Pass | |
| Ordinary Resolution | 14 | Political donations | Authority to make donations to political organisations and to incur political expenditure. | Against | We are generally opposed to political donations | Pass |
| Ordinary Resolution | 15 | Issuance of shares | Renewal of the Directors authority to allot shares. | Against | General authority to issue 1/3rd of the share issue is to large. Any share allotment over 5% should be requested by a special resolution with reason and rationale. | Pass |
| Special Resolution | 1 | Other | Renewal of the Directors authority to disapply pre-emption rights. | Against | We donot agree with the disapplication of pre emptive rights. | Pass |
| Special Resolution | 2 | Share buy backs | Authority for the Company to purchase its own shares. | For | Pass | |
| Special Resolution | 3 | Other | Notice period for General Meetings. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Authority to make and implement the odd-lot offer, specifically the repurchase of the odd-lot holdings from the odd-lot holders who do not make an election. | For | Pass | |
| Special Resolution | 1 | Share buy backs | Specific authority to repurchase shares from odd-lot holders. | For | Pass | |
| Special Resolution | 2 | Share buy backs | Specific authority to repurchase shares from the specific holders. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors who retire by rotation - Re-election of F Petersen-Cook. | Against | Over-boarded. Her history at Escap SOC Ltd is identified as a governance risk for the group. | Pass |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors who retire by rotation - Re-election of WYN Luhabe. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors who retire by rotation - Re-election of ZN Malinga. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Ratification of appointment of director - Appointment of RN Ntshingila. | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Re-appointment of the audit and risk committee members - Re-appointment of HH Hickey. | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | Re-appointment of the audit and risk committee members - Re-appointment of F Petersen-Cook. | Against | Same as reason for Ordinary Resolution 1. | Pass |
| Ordinary Resolution | 7 | Election of audit committee | Re-appointment of the audit and risk committee members - Re-appointment of ZN Malinga. | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Re-appointment of the audit and risk committee members - Re-appointment of SH Muller. | Against | Mr Muller is not independent by association with Steinhoff and Louis du Preez. | Pass |
| Ordinary Resolution | 9 | Appointment of auditors | Re-appointment of auditor - Re-appointment of PricewaterhouseCoopers Inc. | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote on Pepkors remuneration policy - Approval of remuneration policy. | Against | STI and LTI put a lot of emphasis on earnings growth (90% and 70%), where we would prefer a combination of income statement and balance sheet metrics for targets. Their non-financial metrics include a BBBEE target which is lower than peers actual levels; and inclusion in a responsible investing index, which might not align to their own targets | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote on Pepkors implementation report on the remuneration policy - Approval of implementation report on remuneration policy. | Against | STI and LTI put a lot of emphasis on earnings growth (90% and 70%), where we would prefer a combination of income statement and balance sheet metrics for targets. Their non-financial metrics include a BBBEE target which is lower than peers actual levels; and inclusion in a responsible investing index, which might not align to their own targets | Pass |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors - Board chair. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of non-executive directors - Lead independent director. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of non-executive directors - Board members. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Remuneration of non-executive directors - Audit and risk committee chair. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Remuneration of non-executive directors - Audit and risk committee members. | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Remuneration of non-executive directors - Human resources and remuneration committee chair. | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Remuneration of non-executive directors - Human resources and remuneration committee members. | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Remuneration of non-executive directors - Social and ethics committee chair. | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Remuneration of non-executive directors - Social and ethics committee members. | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Remuneration of non-executive directors - Nomination committee members. | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Remuneration of non-executive directors - Investment committee chair. | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Remuneration of non-executive directors - Investment committee members. | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Remuneration of non-executive directors - Director approved by Prudential Authority. | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | Financial assistance to subsidiary companies or corporations - Intercompany financial assistance in terms of section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 15 | Loan/financial assistance | Financial assistance for subscription or purchase of securities - 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. | Against | The authority being requested is too broad | Pass |
| Special Resolution | 16 | Share buy backs | General authority to repurchase shares - General authority to repurchase shares issued by the company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of independent external auditors. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election and confirmation of appointment of directors - Victor Litlhakanyane. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election and confirmation of appointment of directors - Caroline Henry. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election and confirmation of appointment of directors - Marian Jacobs. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election and confirmation of appointment of directors - Paul Moeketsi. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election and confirmation of appointment of directors - Fulvio Tonelli. | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Re-election and election of Audit Committee members - Fulvio Tonelli (Chairman) (subject to the passing of ordinary resolution number 2.5). | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Re-election and election of Audit Committee members - Caroline Henry (subject to the passing of ordinary resolution number 2.2). | For | Pass | |
| Ordinary Resolution | 9 | Election of audit committee | Re-election and election of Audit Committee members - Lars Holmqvist. | For | Pass | |
| Ordinary Resolution | 10 | Election of audit committee | Re-election and election of Audit Committee members - Paul Moeketsi (subject to the passing of ordinary resolution number 2.4). | For | Pass | |
| Ordinary Resolution | 11 | Other | Authority to sign documents to give effect to resolutions. | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding Advisory endorsement - The Groups Remuneration Policy. | Against | No further performance criteria applied to deferred awards. KPI's do not include a measure of returns (ROIC / ROCE). Too much focus on EBITDA, which incentivize the wrong behavior. ESG weighting is only 5%, too low. Vesting threshold is too low, as much as 90% is vesting for what is effectively below target performance. | Fail |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding Advisory endorsement - The Groups Remuneration Implementation Report. | Against | Same as above. | Fail |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors remuneration - Board fees. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of non-executive directors remuneration - Lead Independent Director fee. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of non-executive directors remuneration - Audit Committee fees. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of non-executive directors remuneration -Human Resources and Remuneration Committee fees. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of non-executive directors remuneration - Nominations and Governance Committee fees. | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of non-executive directors remuneration - Risk, Compliance and IT Governance Committee fees. | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of non-executive directors remuneration - Investment Committee fees. | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval of non-executive directors remuneration - Clinical Committee fees. | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Approval of non-executive directors remuneration - Social, Ethics and Transformation Committee fees. | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Approval of non-executive directors remuneration - Ad hoc material Board and Committee meetings. | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Approval of non-executive directors remuneration - Committee meeting fees for International Board members. | For | Pass | |
| Special Resolution | 12 | Loan/financial assistance | General authority to provide financial assistance in terms of sections 44 and 45 of the Companies Act. | For | With | |
| Special Resolution | 13 | Share buy backs | General authority to repurchase Company shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of directors - To elect Mr S Sithole. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of directors - To elect Mr TN Kruger. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of directors - To elect Mr TA Govender. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors - To re-elect Mr MO Ajukwu. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of directors - To re-elect Ms TE Mashilwane. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of directors - To re-elect Adv M Sello. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of directors - To re-elect Mr DG Wilson. | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Election of the members of the audit committee - To elect Mr FNJ Braeken. | For | Pass | |
| Ordinary Resolution | 9 | Election of audit committee | Election of the members of the audit committee - To elect Ms TE Mashilwane - subject to her being elected as a director. | For | Pass | |
| Ordinary Resolution | 10 | Election of audit committee | Election of the members of the audit committee - To elect Adv M Sello - subject to her being elected as a director. | For | Pass | |
| Ordinary Resolution | 11 | Election of audit committee | Election of the members of the audit committee - To elect Mr DG Wilson - subject to him being elected as a director. | For | Pass | |
| Ordinary Resolution | 12 | Appointment of auditors | To appoint the external auditors, Deloitte and Touche. | For | Pass | |
| Ordinary Resolution | 13 | Other | General authority. | For | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote - Approval of the companys remuneration policy. | Against | STI are measured against an EBIT target that has not been disclosed - non disclosure of KPI results in shareholders being unable to measure remuneration against achieved outcomes. Further allows the goal posts to be moved to suit the current environment. | Pass |
| Ordinary Resolution | 15 | Remuneration policy | Non-binding advisory vote - Endorsement of the implementation report of the companys remuneration policy. | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | Approval to provide financial assistance to related and inter-related companies. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of remuneration payable to the chairman, lead independent director, and non-executive directors - Remuneration payable to the chairman. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of remuneration payable to the chairman, lead independent director, and non-executive directors - Remuneration payable to lead independent director. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of remuneration payable to the chairman, lead independent director, and non-executive directors - Remuneration payable to non-executive directors. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of remuneration payable to non-executive directors participating in sub-committees. | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of remuneration payable to non-executive directors in respect of unscheduled meetings - extraordinary meetings. | For | Pass | |
| Special Resolution | 7 | Other | Approval of non-resident directors fees. | For | Fail | |
| Special Resolution | 8 | Other | Approval of amendments to the memorandum of incorporation. | For | Fail | |
| Special Resolution | 9 | Share buy backs | General authority to repurchase shares in the company. | Against | Shares should not be purchased at a premium to VWAP as that destroys shareholder value. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Confirmation of directors appointed since the last AGM - Shirley Zinn as independent non-executive director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Confirmation of directors appointed since the last AGM - Pedro da Silva as independent non-executive director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Confirmation of directors appointed since the last AGM - Trudi Makhaya as independent non-executive director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Confirmation of directors appointed since the last AGM - Angelo Swartz as executive director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Confirmation of directors appointed since the last AGM - Megan Pydigadu as executive director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Confirmation of directors appointed since the last AGM - Marie Jamieson as independent non-executive director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Confirmation of directors appointed since the last AGM - Liesbeth Botha as independent non-executive director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of directors retiring by rotation - Lwazi Koyana. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-election of directors retiring by rotation - Sundeep Naran. | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Re-election of independent external auditor - PricewaterhouseCoopers Inc. as external auditor. | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | Re-election of independent external auditor - Thomas Howatt, as designated audit partner. | For | Pass | |
| Ordinary Resolution | 12 | Election of audit committee | Election of members of the Audit Committee - Lwazi Koyana - subject to passing of resolution 2.1 | For | Pass | |
| Ordinary Resolution | 13 | Election of audit committee | Election of members of the Audit Committee - Sundeep Naran - subject to passing of resolution 2.2 | For | Pass | |
| Ordinary Resolution | 14 | Election of audit committee | Election of members of the Audit Committee - Pedro da Silva - subject to passing of resolution 1.2 | For | Pass | |
| Ordinary Resolution | 15 | Issuance of shares | Authority to issue shares for the purpose of the CSP. | For | Pass | |
| Ordinary Resolution | 16 | Remuneration policy | Non-binding advisory vote on the remuneration policy. | Against | Not enough to disclosure on targets to measure performance. | Pass |
| Ordinary Resolution | 17 | Remuneration policy | Non-binding advisory vote on the remuneration implementation report. | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | Financial Assistance to related and inter-related companies. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Non-executive directors fees. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of ZJ Matlala as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of BH Azizollahoff as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of IS Petersen as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of S Moodley as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Re-election of Z Adams as a member and chairman of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | Re-election of BH Azizollahoff as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Re-election of ND Khoele as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 8 | Other | Re-election of Mazars as independent external auditor and Susan Truter as the designated audit partner of the Company | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to issue shares for cash | Against | We donot agree with issuing shares are a discount - value destruction | Fail |
| Ordinary Resolution | 10 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Ordinary Resolution | 11 | Other | To authorise the signature of documentation | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote- Endorsement of the remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote- Endorsement of the remuneration implementation report | For | Fail | |
| Special Resolution | 1 | Loan/financial assistance | Financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance for the subscription and or purchase of securities in the Company or in related or inter-related companies | For | Pass | |
| Special Resolution | 3 | Share buy backs | Share repurchases. | Against | 20% general authority is to high. Should seek approval from shareholders as and when the need arises for such a large buy buck. We donot agree with buying back shares at a premium. Value destruction | Pass |
| Special Resolution | 4 | Directors remuneration | Approval of non-executive directors remuneration | For | Pass | |
| Special Resolution | 5 | Issuance of shares | Approval to issue shares in terms of section 41-1- of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors - To re-elect Dr Hugo Nelson as director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors - To re-elect Prof Alexandra Watson as director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To confirm the appointment of director - To confirm the appointment of Alethea -Lea- Conrad as director. | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | To appoint KPMG Inc. as the Companys registered auditor and to note Mr Zola Beseti as the designated audit partner. | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Re-election of Audit Committee members each by way of a separate vote - To re-elect Ms Lulama Boyce. | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | Re-election of Audit Committee members each by way of a separate vote - To re-elect Dr Hugo Nelson. | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Re-election of Audit Committee members each by way of a separate vote - To re-elect Mrs Madichaba Nhlumayo. | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Re-election of Audit Committee members each by way of a separate vote - To re-elect Mr Sakhiwd -Saks- Ntombela. | For | Pass | |
| Ordinary Resolution | 9 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration Policy. | Against | The tax issue not being a material consideration in management's remuneration targets is a shortcoming of the policy. While earnings after tax almost halved and no dividend was paid, management single figure remuneration was down 2%. | Pass |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration Policy Implementation Report. | Against | The tax issue not being a material consideration in management's remuneration targets is a shortcoming of the policy. While earnings after tax almost halved and no dividend was paid, management single figure remuneration was down 2%. | Pass |
| Special Resolution | 1 | Loan/financial assistance | Intercompany financial assistance. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance for the subscription and or purchase of shares in the Company or a related or inter-related company. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of non-executive directors. | For | Pass | |
| Special Resolution | 4 | Share buy backs | Share repurchases by the Company and its subsidiaries. | For | Pass | |
| Special Resolution | 5 | Other | Amendment of MOI. | For | Pass | |
| Ordinary Resolution | 1 | Share buy backs | Authority to make and implement the odd-lot offer, specifically the repurchase of the odd-lot holdings from the odd-lot holders who do not make an election. | For | Pass | |
| Special Resolution | 1 | Share buy backs | Specific authority to repurchase shares from odd-lot holders. | For | Pass | |
| Special Resolution | 2 | Share buy backs | Specific authority to repurchase shares from the specific holders. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Ms L Sennelo as an independent non-executive director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Ms D Radley as an independent non-executive director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr N Nyawo as executive director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Ms A Dambuza as an independent non-executive director. | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Election of Ms D Radley as a member of the audit committee. | Against | Capacity constraints - potentially over boarded, risk of independence given relationship with other directors who also served on the One Logix board. | Pass |
| Ordinary Resolution | 6 | Election of audit committee | Election of Ms L Sennelo as a member of the audit committee. | Against | Potentially over boarded, and risk of independence given relationship with other directors who also served on One Logix board. | Pass |
| Ordinary Resolution | 7 | Election of audit committee | Election of Mr S Fifield as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Election of Ms C Fernandez as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | Re-appointment of PwC as independent external auditor. | For | Pass | |
| Ordinary Resolution | 10 | Shares under director control | Placing the unissued ordinary shares under the control of the directors. | For | Pass | |
| Ordinary Resolution | 11 | Issuance of shares | General authority to issue shares for cash. | Against | We donot support share issues at a discount - value destruction. | Pass |
| Ordinary Resolution | 12 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option. | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the company. | Against | DIPS Target is based on budget which is not disclosed. Not all performance metrics are disclosed to assess the level of vesting has been done correctly. Some targets such as LTV are too low. Relative TSR metrics include elements of performance which is out of managements control | Pass |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote on the implementation of the remuneration policy of the company. | Against | DIPS Target is based on budget which is not disclosed. Not all performance metrics are disclosed to assess the level of vesting has been done correctly. Some targets such as LTV are too low. Relative TSR metrics include elements of performance which is out of managements control | Pass |
| Ordinary Resolution | 15 | Other | Authorisation of directors and or the company secretary. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive director fees. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 44 of the Companies Act. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority for a repurchase of shares issued by the company. | Against | 20% for general authority it too high. Should seek case by case approval from shareholders for such a large buy back. We donot agree with buybacks at a premium to the current share price. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI - Re-election of Ms ZN Malinga as a director of Sappi | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI - Re-election of Mr V Moosa as a director of Sappi | Against | Not independent by tenure as well as personal business interests (Chairman of Sappi's BEE partner), while we understand he is on the board to represent the BEE interests - we do not believe he is independent or should be the Lead Independent director. | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI - Re-election of Mr RJM Renders as a director of Sappi | For | Pass | |
| Ordinary Resolution | 4 | Election of audit committee | Election of Audit and Risk Committee members - Election of Ms ZN Malinga as a member and chairperson of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Election of Audit and Risk Committee members - Election of Dr B Mehlomakulu as a member of the Audit and Risk Committee | Against | Reputational issues associated with her appointment , given her suspension at the SABS. | Pass |
| Ordinary Resolution | 6 | Election of audit committee | Election of Audit and Risk Committee members - Election of Mr RJAM Renders as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Election of Audit and Risk Committee members - Election of Mr LL von Zeuner as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Election of Audit and Risk Committee members - Election of Ms E Istavridis as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | Re-appointment of KPMG Inc. as auditors of Sappi for the financial year ending 30 September 2024 and until the conclusion of the next annual general meeting of Sappi | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding endorsement of remuneration policy | Against | Disclosure around key metrics were lacking, and FY24 KPI's were not disclosed in advance - resulting in the board shifting the goal posts accordingly. | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding endorsement of remuneration implementation report | For | Pass | |
| Ordinary Resolution | 12 | Other | Authority for directors and Group Company Secretary to sign all documents and do all such things necessary or reasonably desirable for or incidental to the implementation of the above resolutions | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive directors fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Loans or other financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase shares | Against | We prefer a 5% for general authority to buy back shares, with anything higher requiring specific approval. We also donot agree with buy backs done at a premium to the share price. (10% is to high) | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Peter de Beyer as a non-executive director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Lesego Sennelo as a non-executive director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Thoko Mokgosi-Mwantembe as a non-executive director | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Appointment of Mazars as the external auditor | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Election of Peter Golesworthy as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | Election of Peter de Beyer as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Election of Lesego Sennelo as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | Election of Aboubakar (Bakar) Jakoet as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to issue ordinary shares for cash | For | Fail | |
| Ordinary Resolution | 10 | Other | Authorisation of the directors and Group Company Secretary | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote: Approval of Remuneration Policy | For | Pass | |
| Other | 2 | Other | Non-binding advisory vote: Approval of Implementation Report | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | Approve and authorise the provision of financial assistance by the Company to related or inter-related companies and others | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approve the non-executive directors remuneration (in respect of services rendered to the Board and its Committees) | Against | We donot agree with fixed remuneration policies, and would prefer a mix of fixed and variable remunerations (Board meeting attendance) to encourage engagement and effectiveness. | Pass |
| Special Resolution | 3 | Share buy backs | General authority to acquire the Companys shares | Against | We prefer a 5% general authority limit for share buy backs, with 10% requiring specific approval. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors - L Stephens. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors - R Phillips. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - A Maditse. | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Re-appointment of independent external auditors. | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Appointment of Audit Committee members - M Bower. | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | Appointment of Audit Committee members - B Bulo, chair. | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Appointment of Audit Committee members - L Stephens. | For | Pass | |
| Ordinary Resolution | 8 | Other | Signature of documents. | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - Approval of the remuneration policy. | Against | Excessive total remuneration for top management, after too many years of under-performance. | Pass |
| Other | 2 | Other | Non-binding advisory vote - Approval of the implementation report. | Against | Excessive total remuneration for top management, after too many years of under-performance. | Pass |
| Special Resolution | 1 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of non-executive directors remuneration for the period 1 October 2023 to 30 September 2024. | Against | We do not support a fixed remuneration pay policy | Pass |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance to related and inter-related companies in terms of sections 44 and 45 of the Companies Act. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Consideration and adoption of Annual Financial Statements | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of Mr JAI Ferreira as director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - Mr DJ Fouche | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors - Mr S Mayet | For | Pass | |
| Ordinary Resolution | 5 | Election of audit committee | Re-appointment of members of the Audit and Risk Management Committee - Mr DJ Fouche - subject to approval of ordinary resolution 3.1 above | For | Pass | |
| Ordinary Resolution | 6 | Election of audit committee | Re-appointment of members of the Audit and Risk Management Committee - Mr S Mayet - subject to approval of ordinary resolution 3.2 above | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | Re-appointment of members of the Audit and Risk Management Committee - Mrs TM Shabangu | For | Pass | |
| Ordinary Resolution | 8 | Other | Re-appointment of members of the Social and Ethics Committee - Mrs TM Shabangu | For | Pass | |
| Ordinary Resolution | 9 | Other | Re-appointment of members of the Social and Ethics Committee - Dr T Eloff | For | Pass | |
| Ordinary Resolution | 10 | Other | Re-appointment of members of the Social and Ethics Committee - Mr GD Arnold | For | Pass | |
| Ordinary Resolution | 11 | Other | Re-appointment of members of the Social and Ethics Committee - Mr LW Hansen - independent consultant | For | Pass | |
| Ordinary Resolution | 12 | Appointment of auditors | Appointment of the new Independent Auditor | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote - Approval of the Remuneration Policy | Against | Limited disclosure in terms of targets and hurdles needed to be reached for the LTI's, STI's and the TIS scheme. | Pass |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote - Approval of the implementation of the Remuneration Policy | Against | Due to lack of disclosure of set targets and hurdles for incentive awards | Pass |
| Ordinary Resolution | 15 | Other | Signature of documentation | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Fees payable to Non-Executive Directors | Against | We prefer a combination of fixed and variable pay for meeting attendance. Not just fixed. | Pass |
| Special Resolution | 2 | Loan/financial assistance | Authority to provide financial assistance to related and inter-related companies. | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase shares in the Company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Issuance of shares | Approval of specific authority to issue the ESOP Trust Shares to the ESOP Trust. | For | Pass | |
| Ordinary Resolution | 2 | Issuance of shares | Approval of specific authority to issue the - i. Harmony Community Trust Subscription Shares to the Harmony Community Trust and ii. Conversion Shares. | For | Pass | |
| Ordinary Resolution | 3 | Other | Waiver of pre-emptive rights in respect of the ESOP Trust Share Issue and Harmony Community Trust Share Issue. | For | Pass | |
| Ordinary Resolution | 4 | Other | General Authorisation. | For | Pass | |
| Special Resolution | 1 | Issuance of shares | Creation of additional Preference Shares. | For | Pass | |
| Special Resolution | 2 | Other | Approval of the amendments to the Companys MOI. | For | Pass | |
| Special Resolution | 3 | Issuance of shares | Authorisation for the ability to issue 30 percent or more of the Preference Shares to the Harmony Community Trust for the purposes of implementing the Harmony Community Trust Share Issue, including to the extent that the Harmony Community Trust is a related person to the Company. | For | Pass | |
| Special Resolution | 4 | Share buy backs | Approval of specific authority to repurchase the Harmon Community Trust Repurchase Shares pursuant to the exercise of the Harmony Community Trust Call Option or the Harmony Community Trust Pre-Emptive Share Buy Back Right. | For | Pass | |
| Special Resolution | 5 | Loan/financial assistance | Financial Assistance in terms of section 44 of the Companies Act. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Companys MOI- Mr MJ Cuambe | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Companys MOI- Ms MBN Dube | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Companys MOI- Dr M Floel | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Companys MOI- Mr FR Grobler | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Companys MOI- Ms MEK Nkeli | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | To appoint KPMG Inc, nominated by the Companys Audit Committee, as independent auditor of the Company and the Group | For | Pass | |
| Ordinary Resolution | 7 | Election of audit committee | To elect each by way of a separate vote, the members of the Audit Committee- Ms MBN Dube - subject to her re-election as a director in terms of ordinary resolution number 1 | For | Pass | |
| Ordinary Resolution | 8 | Election of audit committee | To elect each by way of a separate vote, the members of the Audit Committee- Ms KC Harper | For | Pass | |
| Ordinary Resolution | 9 | Election of audit committee | To elect each by way of a separate vote, the members of the Audit Committee- Ms GMB Kennealy - Chairman | For | Pass | |
| Ordinary Resolution | 10 | Election of audit committee | To elect each by way of a separate vote, the members of the Audit Committee- Ms NNA Matyumza | For | Pass | |
| Ordinary Resolution | 11 | Election of audit committee | To elect each by way of a separate vote, the members of the Audit Committee- Mr S Subramoney | For | Pass | |
| Other | 1 | Remuneration policy | To endorse, on a non-binding advisory basis, the Companys remuneration policy. | For | Pass | |
| Other | 2 | Remuneration policy | To endorse, on a non-binding advisory basis, the implementation report of the Companys remuneration policy. | For | Pass | |
| Other | 3 | Climate policy | To endorse, on a non-binding advisory basis, Sasols climate change management approach and its commitment to, and progress on, its decarbonisation pathway towards achieving the 2030 target and 2050 net zero ambition, that balances a long-term sustainable transition and the ability to create value as described in the Companys 2023 Climate Change Report. To further endorse the Compans 2023 Climate Change Reports consistency with the Task Force on Climate-related Financial Disclosure requirements | Against | Last year we voted against this resolution because of concerns around how they will execute their medium to long term climate targets, and our stance remains the same. | Pass |
| Special Resolution | 1 | Directors remuneration | To approve the remuneration payable to non-executive directors of the Company for their services as directors. | For | Pass | |
| Special Resolution | 2 | Share buy backs | To authorise the Board to approve the general repurchase by the Company or by any of its subsidiaries, of any of the Companys Ordinary shares and or Sasol BEE Ordinary shares | For | Pass | |
| Special Resolution | 3 | Share buy backs | To authorise the Board to approve the purchase by the Company - as part of a general repurchase in accordance with special resolution number 2, of its issued ordinary or Sasol BEE Ordinary shares from a director and or a prescribed officer of the Company, and or persons related to a director or prescribed officer of the Company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Authorisation of directors. | For | Pass | |
| Special Resolution | 1 | Share buy backs | Approval of repurchase of FFB shares pursuant to the scheme. | For | Pass | |
| Special Resolution | 2 | Issuance of shares | Conversion of issued FFA shares to FFB shares. | For | Pass | |
| Special Resolution | 3 | Other | Amendment of MOI. | For | Pass | |
| Special Resolution | 4 | Other | Reversal of amendment to the MOI. | For | Pass | |
| Special Resolution | 5 | Issuance of shares | Conversion of issued FFA shares to FFB shares. | For | Pass | |
| Special Resolution | 6 | Other | Amendment to MOI. | For | Pass | |
| Special Resolution | 7 | Other | Reversal of amendment to MOI. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Approval of the Transaction in terms of the Listings Requirements. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Re-election of Mr AD Botha | Against | Long Tenure - compromises independence and limits potential diversity of views | Pass |
| Ordinary Resolution | 2 | Other | Re-election of Mr JA Chissano | Against | Long Tenure - compromises independence and limits potential diversity of views | Pass |
| Ordinary Resolution | 3 | Other | Re-election of Mr WM Gule | Against | Long Tenure - compromises independence and limits potential diversity of views | Pass |
| Ordinary Resolution | 4 | Other | Re-election of Mr DC Noko | For | Pass | |
| Ordinary Resolution | 5 | Other | Re-election of Dr RV Simelane | Against | Long Tenure - compromises independence and limits potential diversity of views | Pass |
| Ordinary Resolution | 6 | Other | Election of Mr VP Tobias | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Appointment of external auditor and designated auditor | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To individually elect the following independent non-executive directors as members of the audit and risk committee- Mr TA Boardman (chairman) | Against | Long Tenure - compromises independence and limits potential diversity of views | Pass |
| Ordinary Resolution | 9 | Election of directors | To individually elect the following independent non-executive directors as members of the audit and risk committee- Mr F Abbott | Against | Long Tenure - compromises independence and limits potential diversity of views | Pass |
| Ordinary Resolution | 10 | Election of directors | To individually elect the following independent non-executive directors as members of the audit and risk committee- Mr AD Botha - Subject to their re-election as directors pursuant to ordinary resolution numbers 1 and 5 (as applicable) | Against | Long Tenure - compromises independence and limits potential diversity of views | Pass |
| Ordinary Resolution | 11 | Election of directors | To individually elect the following independent non-executive directors as members of the audit and risk committee- Mr B Nqwababa | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To individually elect the following independent non-executive directors as members of the audit and risk committee- Ms PJ Mnisi | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To individually elect the following independent non-executive directors as members of the audit and risk committee- Dr RV Simelane - Subject to their re-election as directors pursuant to ordinary resolution numbers 1 and 5 (as applicable) | Against | Long Tenure - compromises independence and limits potential diversity of views | Pass |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote on the company's remuneration policy | For | Pass | |
| Ordinary Resolution | 15 | Remuneration policy | Non-binding advisory vote on the company's remuneration implementation report | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | Placing control of authorised but unissued company shares in the hands of the board | For | Pass | |
| Ordinary Resolution | 17 | Issuance of shares | General authority to allot and issue shares for cash | For | Pass | |
| Special Resolution | 1 | Directors remuneration | To individually authorise the company to pay the following remuneration to non-executive directors with effect from 1 July 2023 - Annual retainer fees as outlined in the notice of annual general meeting | For | Pass | |
| Special Resolution | 2 | Directors remuneration | To individually authorise the company to pay the following remuneration to non-executive directors with effect from 1 July 2023 - Fees for attending board meetings as outlined in the notice of annual general meeting | For | Pass | |
| Special Resolution | 3 | Other | Committee meeting attendance fees with effect from 1 July 2023 as outlined in the notice of annual general meeting | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | Financial assistance - for subscription for securities | For | Pass | |
| Special Resolution | 5 | Dividend related | Financial assistance - for related or inter-related companies | For | Pass | |
| Special Resolution | 6 | Issuance of shares | Issue of shares to persons listed in section 41(1) of the Companies Act in connection with the company's share or employee incentive schemes | For | Pass | |
| Special Resolution | 7 | Share buy backs | General authority to repurchase shares | Against | In the interests of protecting minority shareholders given the ownership interest of Mr Motsepe. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements for the year to 30 June 2023 and the directors commentary and the independent auditors report. | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Malta - PwC - as the auditor of the Company. | For | Pass | |
| Ordinary Resolution | 3 | Other | To confirm Mihail Vasilescu Non-Executive Director. | Against | Not independent, coinciding with significant concentration of power as well as related party relationships and risk. | Pass |
| Ordinary Resolution | 4 | Other | To confirm Stefan Briffa Executive Director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Claudia Pendred Non-Executive Director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Dan Pascariu Non-Executive Director. | Against | Not independent, coinciding with significant concentration of power as well as related party relationships and risk. | Pass |
| Special Resolution | 1 | Issuance of shares | General authority to repurchase issued shares. | Against | Share buybacks will further compromise minority shareholders' rights. | Pass |
| Special Resolution | 2 | Issuance of shares | General authority to issue shares for cash pursuant to article 3.12.1e of the Articles of Association. | Against | Trading at deep discount. Management's alignment to shareholders are questionable, any issue of shares might not be in best interest of shareholders. We require specific details before granting such a resolution. | Pass |
| Special Resolution | 3 | Other | Advisory, non-binding approval of compensation policy. | Against | No disclosure of peer group comparisons for benchmarking. LTI based on share price / TSR performance is too narrow, and not appropriate as the main metric. We also view negatively the practice of granting loans to directors for the purposes of share purchases. We prefer a broadly even mix between Guaranteed, STI and LTI. | Fail |
| Special Resolution | 4 | Other | Advisory, non-binding approval of compensation implementation report for Non-Executive Directors. | Against | We do not support a fee to Non-execs based on fixed terms. Needs to be in relation to meetings attended. | Pass |
| Special Resolution | 5 | Other | Advisory, non-binding approval of compensation implementation report for Executive Directors | Against | Remunerated on a fixed fee basis, rather than being paid per meeting. We prefer a mix of directors being remunerated on a board meeting attendance basis. | Fail |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | presentation and adoption of Annual Financial Statements | For | Pass | |
| Ordinary Resolution | 2 | Other | presentation and noting of the Social and Ethics Committee Report | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | re-election of directors: Kuseni Dlamini | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | re-election of directors: Ben Kruger | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | re-election of directors: Themba Mkhwanazi | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | reappointment of independent external auditors | For | Pass | |
| Ordinary Resolution | 7 | Other | election of Audit and Risk Committee members: Linda de Beer | For | Pass | |
| Ordinary Resolution | 8 | Other | election of Audit and Risk Committee members: Ben Kruger | For | Pass | |
| Ordinary Resolution | 9 | Other | election of Audit and Risk Committee members: Yvonne Muthien | For | Pass | |
| Ordinary Resolution | 10 | Issuance of shares | place unissued shares under the control of directors | Against | Dilution, require a reason | Pass |
| Ordinary Resolution | 11 | Issuance of shares | general but restricted authority to issue shares for cash | Against | Dilution at a discount | Pass |
| Ordinary Resolution | 12 | Other | authorisation for an executive director to sign necessary documents | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory Vote: Remuneration Policy | Against | Disclosure | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory Vote: Remuneration Implementation Report | Against | Disclosure | Pass |
| Special Resolution | 1 | Directors remuneration | remuneration of non-executive directors- Board -Chair | For | Pass | |
| Special Resolution | 2 | Directors remuneration | remuneration of non-executive directors - Board member | For | Pass | |
| Special Resolution | 3 | Directors remuneration | remuneration of non-executive directors - Audit and Risk Committee - Chair | For | Pass | |
| Special Resolution | 4 | Directors remuneration | remuneration of non-executive directors - Audit and Risk Committee - Committee member | For | Pass | |
| Special Resolution | 5 | Directors remuneration | remuneration of non-executive directors - Remuneration and Nomination Committee - Chair | For | Pass | |
| Special Resolution | 6 | Directors remuneration | remuneration of non-executive directors - Remuneration and Nomination Committee - Committee member | For | Pass | |
| Special Resolution | 7 | Directors remuneration | remuneration of non-executive directors - Social and Ethics Committee - Chair | For | Pass | |
| Special Resolution | 8 | Directors remuneration | remuneration of non-executive directors - Social and Ethics Committee - Committee member | For | Pass | |
| Special Resolution | 9 | Dividend related | financial assistance to related or inter-related company | For | Pass | |
| Special Resolution | 10 | Share buy backs | general authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors by way of separate resolutions - Mafison -Murphy- Morobe - 66. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors by way of separate resolutions - -Udo-Herman Lucht - 46. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Appointment of director - Hermanus Lambertus -Herman- Bosman - 54. | For | Pass | |
| Ordinary Resolution | 4 | Issuance of shares | Place 70 310 161 of the authorised unissued ordinary shares under the control of the directors. | Against | No reason to grant a general consent. | Pass |
| Ordinary Resolution | 5 | Issuance of shares | General authority to issue ordinary shares for cash. | Against | Trading at a discount to NAV. | Pass |
| Ordinary Resolution | 6 | Appointment of auditors | Approval of reappointment of the auditor. | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of the companys audit and risk committee members - Sonja Emilia Ncumisa -Sonja- De Bruyn -51. | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of the companys audit and risk committee members - Per-Erik -Per- Lagerstrm - 59. | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of the companys audit and risk committee members - James Andrew -James- Teeger - 55. | For | Pass | |
| Ordinary Resolution | 10 | Other | Signing authority. | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory endorsement of remuneration policy and implementation report - Advisory endorsement of remuneration policy. | Against | Qualitative criteria for LTI unclear, monetisation of assets should rank higher. | Pass |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory endorsement of remuneration policy and implementation report - Advisory endorsement of remuneration implementation report. | Against | Qualitative criteria for LTI unclear, monetisation of assets should rank higher. | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors remuneration with effect from 1 December 2023. | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase company shares. | For | Pass | |
| Special Resolution | 3 | Share option scheme | Financial assistance to directors, prescribed officers and employee share scheme beneficiaries. | For | Pass | |
| Special Resolution | 4 | Dividend related | Financial assistance to related or inter-related entities. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Approval of Annual Financial Statements. | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Appointment of auditor. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of director Mr N P Mageza. | Against | Do not consider him as independent. | Pass |
| Ordinary Resolution | 4 | Election of directors | Election of director Mr G G Nieuwoudt. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of director Mr K S Rantloane. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of director Mr J P Rupert. | Against | Not considered independent given long tenure, other directorships, long standing relationships with companies in the orbit of the family. Board balance could be compromised. | Pass |
| Ordinary Resolution | 7 | Election of directors | Election of director Mr N J Williams. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of director Dr T Leoka. | For | With | |
| Ordinary Resolution | 9 | Other | Election of member of the Audit and Risk Committee Ms S E N De Bruyn. | Against | Given historic board membership at multiple companies in the group, there is potential that her independence is compromised. | Pass |
| Ordinary Resolution | 10 | Other | Election of member of the Audit and Risk Committee Mr N P Mageza. | Against | Independence compromised given lengthy tenure. | Pass |
| Ordinary Resolution | 11 | Other | Election of member of the Audit and Risk Committee Mr P J Moleketi. | Against | Independence compromised given lengthy tenure. | Pass |
| Ordinary Resolution | 12 | Other | Election of member of the Audit and Risk Committee Mr F Robertson. | Against | 21 Years on the board, compromising independence. | Pass |
| Ordinary Resolution | 13 | Issuance of shares | General authority to place 5 percent of the unissued ordinary shares under the control of the directors. | For | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote on Remuneration Policy. | Against | Prefer a healthy mix of Basic, STI and LTI remuneration. Remgro does not pay STI but rather higher Basic salaries. No reference to benchmarking versus peers. | Pass |
| Ordinary Resolution | 15 | Remuneration policy | Non-binding advisory vote on Remuneration Implementation Report. | Against | No reference to benchmarking of basic remuneration levels to companies of comparable size and business- and sector diversity. No STI incentives. This reduces the “risk” of a short term bonus and is replaced with higher guaranteed salaries. | Pass |
| Special Resolution | 1 | Directors remuneration | Approval of directors remuneration. | Against | Fixed salary policy is not preferred, should rather be based on the number of meetings attended. | Pass |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 3 | Dividend related | General authority to provide financial assistance for the subscription and or purchase of securities in the Company or in related or inter-related companies. | For | Pass | |
| Special Resolution | 4 | Dividend related | General authority to provide financial assistance to related and inter-related companies and corporations. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Dr Patrice Motsepe as a director | Against | Too long tenure, since 2003. | Pass |
| Ordinary Resolution | 2 | Election of directors | To re-elect Peter Turner as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect John Wetton as a director | Against | Not independent, based on tenure. | Pass |
| Ordinary Resolution | 4 | Other | To re-elect John Wetton as a member of the audit and risk committee | Against | Tenure, not indepedent. | Pass |
| Ordinary Resolution | 5 | Other | To re-elect Karabo Nondumo as a member of the audit and risk committee | Against | 10 Years on the board. Not independent. | Pass |
| Ordinary Resolution | 6 | Other | To re-elect Given Sibiya as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 7 | Other | To re-elect Bongani Nqwababa as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 8 | Other | To re-elect Martin Prinsloo as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | To re-appoint the external auditors | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | To approve the remuneration policy | For | Pass | |
| Ordinary Resolution | 11 | Other | To approve the implementation report | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | To approve a general authority to issue shares for cash | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | To approve financial assistance in terms of section 45 of the Act | For | Pass | |
| Special Resolution | 2 | Directors remuneration | To pre-approve non-executive directors remuneration | Against | Too many non-executives, all earnings more than R1mil. Excessive versus | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Confirmation of appointment and election of Edwin Oblowitz as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Confirmation of appointment and election of Moshiko Caswell Ramokgadi Rampheri as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Sipho Vuso Majija as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Appointment and election of Jon Hillary as a director | For | Pass | |
| Ordinary Resolution | 5 | Other | Re-election of Susan Melanie Ludolph as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 6 | Other | Re-election of Edwin Oblowitz as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 7 | Other | Re-election of Jan Naude Potgieter as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Appointment of the auditor | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to issue shares for cash | Against | Dilution, require a reason | Fail |
| Ordinary Resolution | 10 | Other | Authority for directors or the company secretary to implement resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote - approval of the remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote - approval of the remuneration implementation report | For | Fail | |
| Special Resolution | 1 | Dividend related | Approval of financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 2 | Share buy backs | Approval of the repurchase of shares | For | Pass | |
| Special Resolution | 3 | Other | Authorising non-executive directors' fees | For | Pass | |
| Special Resolution | 4 | Other | Authorising directors to determine non-executive directors' additional special payments. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors of the company by way of separate resolution: Z Roscherr | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors of the company by way of separate resolution: T Winterboer | For | Pass | |
| Ordinary Resolution | 3 | Other | Vacancy filled by director during the year: TC Isaacs | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Appointment of external auditors: Appointment of Ernst Young Inc. as external auditor | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Appointment of external auditors: Appointment of PricewaterhouseCoopers Inc. as external auditor | For | Pass | |
| Ordinary Resolution | 6 | Issuance of shares | General authority to issue authorised but unissued ordinary shares for cash | For | Pass | |
| Ordinary Resolution | 7 | Other | Signing authority to director and/or group company secretary | For | Pass | |
| Other | 1 | Remuneration policy | Advisory endorsement on a non-binding basis for the remuneration policy | Against | Lack of disclosure makes it difficult to assess the appropriateness of remuneration. | Pass |
| Other | 2 | Remuneration policy | Advisory endorsement on a non-binding basis for the remuneration implementation report | Against | Lack of disclosure makes it difficult to assess the appropriateness of remuneration. | Pass |
| Special Resolution | 1 | Share buy backs | General authority to repurchase ordinary shares | For | Pass | |
| Special Resolution | 2 | Share option scheme | Financial assistance to directors and prescribed officers as employee share scheme beneficiaries | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance to related and interrelated entities | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Remuneration of non-executive directors with effect from 1 December 2023 | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election and election of directors - Ms Pitsi Mnisi. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election and election of directors - Mr Simphiwe Mehlomakulu. | For | Pass | |
| Ordinary Resolution | 3 | Appointment of auditors | Appointment of auditors. | Against | EY rotated after just 1 year of auditor is concerning. Moving back to KPMG who has been the auditor for 30 years before the 1 year of EY. No explanation. | Pass |
| Ordinary Resolution | 4 | Other | Election of the Group Audit Committee - Mr David Cathrall. | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of the Group Audit Committee - Mr Jack Phalane. | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of the Group Audit Committee - Ms Pitsi Mnisi. | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of the Group Social and Ethics Committee - Ms Pitsi Mnisi. | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of the Group Social and Ethics Committee - Mr Simphiwe Mehlomakulu. | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of the Group Social and Ethics Committee - Mr Peter Mountford. | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote - Endorsement of the Super Group Remuneration Policy. | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote - Endorsement of the implementation of the Super Group Remuneration Policy. | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | General authority to directors to issue shares for cash. | For | Pass | |
| Special Resolution | 1 | Other | Approval of Non-Executive Directors fees. | For | Pass | |
| Special Resolution | 2 | Dividend related | Financial assistance to related or inter-related companies. | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance for subscription of securities by related or inter-related entities of the Company. | For | Pass | |
| Special Resolution | 4 | Other | Acquisition of securities by the Company and or its subsidiaries. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors that retire by rotation- Dr. RD Mokate | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors that retire by rotation- Ms. SN Mabaso-Koyana | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors that retire by rotation- Ms. L Boyce | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of non-executive director- Mr. KL Shuenyane | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Re-appointment of independent external auditor | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of members of the Audit committee- Ms. SN Mabaso-Koyana -chair-, subject to being re-elected as a director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of members of the Audit committee- Dr. RD Mokate, subject to being re-elected as a director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of members of the Audit committee- Ms. L Boyce, subject to being re-elected as a director | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of members of the Audit committee- Mr. NW Thomson | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of members of the Audit committee- Ms. MG Khumalo | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of members of the Audit committee- Mr. KL Shuenyane, subject to being elected as a director | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | Placing authorised but unissued ordinary shares under the control of directors | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 14 | Other | Ratification relating to personal financial interest arising from multiple offices in the Group | Against | Reduced disclosure of financial interests has the potential to expose minority shareholders to the destruction of shareholder wealth on account of conflict of interest which is undisclosed. | Pass |
| Ordinary Resolution | 15 | Other | Directors authority to implement special and ordinary resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory votes - Remuneration policy. | Against | Company pays at the upper quartile of peer group. STI and LTI metrics for threshold, target and stretch is too narrow. Too generous target metrics, not ambitious enough. No policy on minimum shareholding. | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory votes - Implementation of remuneration policy. | Against | Metrics for LTI and STI is disclosed, but they are excessively narrow and thus inadequately aligned with company strategy. Too generous. We also view the approach towards the use of discretion for rewards in relation to strategic imperatives as sub-optimal in KPI’s. | Pass |
| Special Resolution | 1 | Other | Non-executive director remuneration. | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 3 | Dividend related | General authority to provide financial assistance to related or inter-related companies and corporations. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election - Mr R Gasant. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election - Mrs KP Lebina. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election - Mr AH Sangqu. | For | Pass | |
| Ordinary Resolution | 4 | Other | Election of Audit Committee members - Mr M Hamman. | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of Audit Committee members - Mr FM Berkeley. | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of Audit Committee members - Mrs KP Lebina - subject to the adoption of resolution 1.1.2. | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Audit Committee members - Mr CD Raphiri. | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Audit Committee members - Mr AH Sangqu - subject to the adoption of resolution 1.1.3. | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | Re-appointment of EY as external auditor and Ms J Fitton as engagement partner. | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Advisory, non-binding approval of remuneration policy. | Against | LTV targets to low for threshold Weighting to TR for LTI's is to high - as out of managements control - in addition Total return metrics are not defines, allows Board to move the goalposts for below par performance. | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Advisory, non-binding approval of remuneration policys implementation. | Against | Remuneration levels are too high vs peer group of even companies with comparable size - in addition a large portion of the market cap is for entities not in managements control - GRT is 50% a holding company | Fail |
| Ordinary Resolution | 12 | Issuance of shares | To place the unissued authorised ordinary shares of the company under the control of the Directors. | Against | 10% is too high we prefer 5% We also donot believe in the disapplication of pre emptive rights to ensure minority interests are protected. | Pass |
| Ordinary Resolution | 13 | Issuance of shares | Specific and exclusive authority to issue ordinary shares to afford shareholders distribution reinvestment alternatives. | For | Pass | |
| Ordinary Resolution | 14 | Issuance of shares | General but restricted authority to issue shares for cash. | Against | We donot agree with issuing shares at a discount to the market to avoid dilution | Pass |
| Ordinary Resolution | 15 | Share option scheme | Proposed amendments to the Growthpoint Staff Incentive Scheme Deed and Rules. | For | Pass | |
| Ordinary Resolution | 16 | Other | To receive and accept the report of the Social, Ethics and Transformation Committee. | For | Pass | |
| Special Resolution | 1 | Other | Approval of Non-executive Directors fees for financial year ending 30 June 2024. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance in terms of section 44 of the Companies Act. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 4 | Share buy backs | Authority to repurchase ordinary shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | To receive the accounts and the report of the directors of the Company and the auditors report thereon | For | Pass | |
| Ordinary Resolution | 2 | Dividend related | To approve the payment of a final dividend for the year ended 30 June 2023 | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect JAJ Loots as an executive director of the Company | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect GP Louw as an executive director of the Company | For | Pass | |
| Ordinary Resolution | 5 | Other | To re-elect D Earp as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 6 | Other | To re-elect CDS Needham as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 7 | Other | To re-elect TF Mosololi as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 8 | Other | To increase the limit for ordinary aggregate fees payable to the non-executive directors | Abstain | No reason for this. Excessive limit of GBP 600 000 p.a. payable to non-executive directors. | Pass |
| Ordinary Resolution | 9 | Remuneration policy | To endorse the Companys remuneration policy | Against | Insufficient disclose on target. | Pass |
| Ordinary Resolution | 10 | Remuneration policy | To endorse the Companys remuneration implementation report | Against | Excessive remuneration payments | Pass |
| Ordinary Resolution | 11 | Appointment of auditors | To reappoint PwC as auditors of the Company and to authorise the directors to determine their remuneration | For | Pass | |
| Ordinary Resolution | 12 | Other | To authorise the directors to allot equity securities | For | Pass | |
| Special Resolution | 1 | Issuance of shares | To approve the disapplication of pre-emption rights and general authority to issue shares for cash | For | Fail | |
| Special Resolution | 2 | Other | To approve market purchases of ordinary shares | For | Pass | |
| Special Resolution | 3 | Other | To amend the Articles of Association of the Company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Ms KM Forbay as director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Mr AJ Bester as director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr RW Gardiner as director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of Ms NN Sonqushu as director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Mr AC Logan as director. | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | Appointment of independent auditors. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of Mr AJ Bester as Audit Committee member and chairperson. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of Mr RW Gardiner as Audit Committee member. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of Ms KM Forbay as Audit Committee member. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Appointment of Ms NN Sonqushu as Audit Committee member. | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote on WBHOs Remuneration Policy. | Against | Base salaries are below industry median and used as a pretext to significantly upweight variable remuneration. This practice could introduce risk management incentives for executives. We prefer a pay mix of roughly evenly split between Based, STI and LTI. This policy seems heavily skewed to variable STI pay. | Pass |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote on WBHOs Implementation Report On The Remuneration Policy. | Against | As per above. | Pass |
| Ordinary Resolution | 13 | Issuance of shares | Placing unissued shares under the control of the directors. | For | Pass | |
| Ordinary Resolution | 14 | Other | Directors and or Company Secretary authority to implement special and ordinary resolutions. | For | Pass | |
| Special Resolution | 1 | Other | Approval of directors fees for 2024 - 2025 financial year. | For | Pass | |
| Special Resolution | 2 | Dividend related | Financial assistance to directors, prescribed officers, employee share scheme beneficiaries and related or inter-related companies and corporations. | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase Company shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To elect Dr Ann Frances Leautier as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To elect Mr Phillip Matlakala as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To elect Mr Devrajh Tyrone Soondarjee as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Mr Peter Cooper as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Mr Paballo Joel Makosholo as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | To re-appoint Ernst and Young Inc. as the independent auditors of the company, with Ms Cornea de Villiers as the designated audit partner for the ensuing year | For | Pass | |
| Ordinary Resolution | 7 | Other | To re-appoint Ms Linda de Beer to serve as a member and Chair of the Audit Committee | For | Pass | |
| Ordinary Resolution | 8 | Other | To re-appoint Mr Nigel John Dunkley to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 9 | Other | To re-appoint Mr Thanaseelan Gobalsamy to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 10 | Other | To re-appoint Mr David James Park to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 11 | Other | To appoint Mr Devrajh Tyrone Soondarjee to serve as a member of the Audit Committee | For | Pass | |
| Ordinary Resolution | 12 | Other | Authorisation for a director or Group Company Secretary of the Company to implement resolutions | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the Company | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory vote on the implementation report as set out in the remuneration report of the Company | For | Pass | |
| Special Resolution | 1 | Other | Approval of amendment to the companys memorandum of incorporation, MOI | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 3 | Dividend related | General authority to provide financial assistance to subsidiaries and other related and inter-related entities in terms of sections 44 and 45 of the Companies Act | For | Pass | |
| Special Resolution | 4 | Other | Approval of Non-executive directors fees for the 2023 financial year: Board Chair | For | Pass | |
| Special Resolution | 5 | Other | Approval of Non-executive directors fees for the 2023 financial year: Non-executive Director | For | Pass | |
| Special Resolution | 6 | Other | Approval of Non-executive directors fees for the 2023 financial year: Actuarial Committee Chair | For | Pass | |
| Special Resolution | 7 | Other | Approval of Non-executive directors fees for the 2023 financial year: Actuarial Committee Member | For | Pass | |
| Special Resolution | 8 | Other | Approval of Non-executive directors fees for the 2023 financial year: Audit Committee Chair | For | Pass | |
| Special Resolution | 9 | Other | Approval of Non-executive directors fees for the 2023 financial year: Audit Committee Member | For | Pass | |
| Special Resolution | 10 | Other | Approval of Non-executive directors fees for the 2023 financial year: Fair Practices Committee Chair | For | Pass | |
| Special Resolution | 11 | Other | Approval of Non-executive directors fees for the 2023 financial year: Fair Practices Committee Member | For | Pass | |
| Special Resolution | 12 | Other | Approval of Non-executive directors fees for the 2023 financial year: Investments Committee Chair | For | Pass | |
| Special Resolution | 13 | Other | Approval of Non-executive directors fees for the 2023 financial year: Investments Committee Member | For | Pass | |
| Special Resolution | 14 | Other | Approval of Non-executive directors fees for the 2023 financial year: Nominations Committee Chair | For | Pass | |
| Special Resolution | 15 | Other | Approval of Non-executive directors fees for the 2023 financial year: Nominations Committee Member | For | Pass | |
| Special Resolution | 16 | Directors remuneration | Approval of Non-executive directors fees for the 2023 financial year: Remuneration Committee Chair | For | Pass | |
| Special Resolution | 17 | Directors remuneration | Approval of Non-executive directors fees for the 2023 financial year: Remuneration Committee Member | For | Pass | |
| Special Resolution | 18 | Other | Approval of Non-executive directors fees for the 2023 financial year: Risk, Capital and Compliance Committee Chair | For | Pass | |
| Special Resolution | 19 | Other | Approval of Non-executive directors fees for the 2023 financial year: Risk, Capital and Compliance Committee Member | For | Pass | |
| Special Resolution | 20 | Other | Approval of Non-executive directors fees for the 2023 financial year: Social, Ethics and Transformation Committee Chair | For | Pass | |
| Special Resolution | 21 | Other | Approval of Non-executive directors fees for the 2023 financial year: Social, Ethics and Transformation Committee Member | For | Pass | |
| Special Resolution | 22 | Other | Approval of Non-executive directors fees for the 2023 financial year: Ad hoc fee per hour | For | Pass | |
| Special Resolution | 23 | Other | Approval of Non-executive directors fees for the 2023 financial year: Permanent invitee the fee will be the membership fee of the committee that the invitee sits on | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Reappointment of external auditor | For | Pass | |
| Ordinary Resolution | 2 | Other | Directorate - PC Baloyi | For | Pass | |
| Ordinary Resolution | 3 | Other | Directorate - S Koseff | For | Pass | |
| Ordinary Resolution | 4 | Other | Directorate - KR Moloko | For | Pass | |
| Ordinary Resolution | 5 | Other | Directorate - CJ Rosenberg | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of audit and risk committee members - T Abdool-Samad | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of audit and risk committee members - PC Baloyi | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of audit and risk committee members - KR Moloko | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of audit and risk committee members - NG Payne | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of audit and risk committee members - H Wiseman | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Endorsement of Bidcorp remuneration policy - Remuneration policy | For | Fail | |
| Ordinary Resolution | 12 | Remuneration policy | Endorsement of Bidcorp remuneration policy - Implementation of remuneration policy | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General authority to directors to allot and issue authorised but unissued ordinary shares | For | Pass | |
| Ordinary Resolution | 14 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 15 | Dividend related | Payment of dividend by way of pro rata reduction of stated capital | For | Pass | |
| Ordinary Resolution | 16 | Other | Creation and issue of convertible debentures | For | Pass | |
| Ordinary Resolution | 17 | Other | Directors' authority to implement special and ordinary resolutions | For | Pass | |
| Special Resolution | 1 | Share buy backs | General authority to acquire - repurchase- shares | For | Pass | |
| Special Resolution | 2 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Chairman | For | Pass | |
| Special Resolution | 3 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Lead independent non-executive director | For | Pass | |
| Special Resolution | 4 | Other | Approval of non-executive directors' annual fees - 2023,2024 - non-executive directors | For | Pass | |
| Special Resolution | 5 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Audit and risk committee chairman | For | Pass | |
| Special Resolution | 6 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Audit and risk committee member | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of non-executive directors' annual fees - 2023,2024 - Remuneration committee chairman | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval of non-executive directors' annual fees - 2023,2024 - Remuneration committee member | For | Pass | |
| Special Resolution | 9 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Nominations committee chairman | For | Pass | |
| Special Resolution | 10 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Nominations committee member | For | Pass | |
| Special Resolution | 11 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Acquisitions committee chairman | For | Pass | |
| Special Resolution | 12 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Acquisitions committee member | For | Pass | |
| Special Resolution | 13 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Social and ethics committee chairman | For | Pass | |
| Special Resolution | 14 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Social and ethics committee member | For | Pass | |
| Special Resolution | 15 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Ad hoc meeting | For | Pass | |
| Special Resolution | 16 | Other | Approval of non-executive directors' annual fees - 2023,2024 - Travel per meeting cycle | For | Pass | |
| Special Resolution | 17 | Dividend related | General authority to provide financial assistance to related or inter-related companies and corporations | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of director: Mr Lwazi Bam | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors: Mr Roy Bagattini | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors: Mr Sam Ngumeni | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors: Mr Clive Thomson | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of Audit Committee members: Mr Lwazi Bam | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of Audit Committee members: Mr Christopher Colfer | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Audit Committee members: Ms Thembisa Skweyiya | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Audit Committee members: Mr Clive Thomson | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | Re-appointment of KPMG Inc. as the external auditor | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory votes: Endorsement of Remuneration Policy | Against | Insufficient disclosure on targets / KPI for shareholders to assess performance. STI is only focused on Income statement issue, not include Balance Sheet metrics. No vesting period for STI, or equity portion. | Fail |
| Other | 2 | Remuneration policy | Non-binding advisory votes: Endorsement of Remuneration Implementation Report | Against | Insufficient disclosure on targets / KPI for shareholders to assess performance. STI is only focused on Income statement issue, not include Balance Sheet metrics. No vesting period for STI, or equity portion. | Fail |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors: Board and Committees | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of non-executive directors: United Kingdom-based | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of non-executive directors: Australia-based | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority to acquire (repurchase) shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Reappointment of independent external audit firm and individual auditor. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Confirmation and re-election of JA Holtzhausen following his appointment by the board. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors who retire by rotation, and confirmation not to fill a vacancy at the AGM - V McMenamin. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors who retire by rotation, and confirmation not to fill a vacancy at the AGM - Z Fuphe. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of directors who retire by rotation, and confirmation not to fill a vacancy at the AGM - Not to fill the vacancy left by the retirement of KJ Grove - for the time being. | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of audit and risk committee members - KT Hopkins. | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of audit and risk committee members - Z Fuphe. | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of audit and risk committee members - SH Muller. | Against | Been on the board for 11 years, not seen an independent anymore. | Pass |
| Ordinary Resolution | 9 | Other | Election of audit and risk committee members - TC Esau-Isaacs. | For | Pass | |
| Ordinary Resolution | 10 | Other | Placing of preference shares under the control of the directors for commercial purposes. | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote to endorse the KAP - Remuneration policy. | Against | Excessive salaries for a business that is shrinking in market cap. Too many operational issues over the last number of years to justify these excessive salaries and total CTC. | Pass |
| Ordinary Resolution | 12 | Other | Non-binding advisory vote to endorse the KAP - Implementation and remuneration disclosure. | Against | Excessive salaries for a business that is shrinking in market cap. Too many operational issues over the last number of years to justify these excessive salaries and total CTC. | Pass |
| Ordinary Resolution | 13 | Other | Ratification relating to personal financial interest arising from multiple intergroup directorships. | For | Pass | |
| Special Resolution | 1 | Other | Approval of fees payable to non-executive directors - Independent non-executive chairperson. | For | Pass | |
| Special Resolution | 2 | Other | Approval of fees payable to non-executive directors - Lead independent non-executive director. | For | Pass | |
| Special Resolution | 3 | Other | Approval of fees payable to non-executive directors - Board member. | For | Pass | |
| Special Resolution | 4 | Other | Approval of fees payable to non-executive directors - Audit and risk committee chairperson. | For | Pass | |
| Special Resolution | 5 | Other | Approval of fees payable to non-executive directors - Audit and risk committee member. | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of fees payable to non-executive directors - Human capital and remuneration committee chairperson. | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of fees payable to non-executive directors - Human capital and remuneration committee member. | For | Pass | |
| Special Resolution | 8 | Other | Approval of fees payable to non-executive directors - Social and ethics committee chairperson. | For | Pass | |
| Special Resolution | 9 | Other | Approval of fees payable to non-executive directors - Social and ethics committee member. | For | Pass | |
| Special Resolution | 10 | Other | Approval of fees payable to non-executive directors - Nomination committee chairperson. | For | Pass | |
| Special Resolution | 11 | Other | Approval of fees payable to non-executive directors - Nomination committee member. | For | Pass | |
| Special Resolution | 12 | Other | Approval of fees payable to non-executive directors - Investment committee chairperson. | For | Pass | |
| Special Resolution | 13 | Other | Approval of fees payable to non-executive directors - Investment committee member. | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | General authority to provide financial assistance. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 6 | Issuance of shares | Specific authority to issue Shares | Against | We are concerned about potential dilution | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Confirmation of appointment as director - To confirm the appointment of Ms FFT De Buck, as director with effect from 1 February 2023. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Confirmation of appointment as director - To confirm the appointment of Mr GT Rohde, as director with effect from 1 February 2023. | For | Pass | |
| Ordinary Resolution | 3 | Appointment of auditors | Confirmation of re-appointment of external auditors - Confirmation of the appointment of Ernst and Young, as independent auditors, with Ernest van Rooyen as the engagement partner on the audit. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of retiring director - The re-election of Mr TP Leeuw who retires by rotation in terms of Attacqs MOI. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of retiring director - The re-election Mr AE Swiegers who retires by rotation in terms of Attacqs MOI. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of retiring director - The re-election of Ms HR El Haimer who retires by rotation in terms of Attacqs MOI. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-appointment to audit and risk committee - Subject to ordinary resolution 5, to confirm the re-appointment of independent non-executive director, Mr AE Swiegers, as member and chairperson of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-appointment to audit and risk committee - Subject to ordinary resolution 6, to confirm the re-appointment of independent non-executive director, Ms HR El Haimer as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of Ms FFT De Buck, as member of the audit and risk committee - Subject to ordinary resolution 1, to confirm the appointment of independent non-executive director, Ms FFT De Buck, as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 10 | Issuance of shares | General authority to place unissued shares under the control of the directors - Place authority for five percent of the issued shares, excluding treasury shares, to be placed under the control of the directors for cash. | Against | Dilution, require a reason | Pass |
| Ordinary Resolution | 11 | Issuance of shares | General authority to issue equity securities for cash - Place authority for five percent of the issued shares, excluding treasury shares, to be placed under the control of the directors for cash. | Against | Dilution, require a reason | Pass |
| Ordinary Resolution | 12 | Issuance of shares | Specific authority to issue shares pursuant to a re-investment option - Authorise directors to allot and issue shares for the exclusive purpose of affording shareholders opportunity to reinvest their distributions in new shares. | For | Pass | |
| Ordinary Resolution | 13 | Other | Authorisation to sign documents giving effect to approved resolutions - Authorise any one director or the company secretary to do all things and sign all documents and take all such action as consider necessary to implement the resolutions. | For | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote to support the remuneration policy - Confirm support for the groups remuneration policy. | For | Pass | |
| Ordinary Resolution | 15 | Remuneration policy | Non-binding advisory vote to support the remuneration implementation report - Confirm support for the groups remuneration implementation policy. | For | Pass | |
| Special Resolution | 1 | Other | Approval of non-executive directors fees 2023 - 2024 - Approve the basis for compensation of non-executive directors and annual fees payable. | For | Pass | |
| Special Resolution | 2 | Dividend related | Financial assistance in terms of section 44 of the Companies Act - Authorise the directors to provide financial assistance to related or inter-related company in terms of section 44. | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance in terms of section 45 of the Companies Act - Authorise the directors to provide financial assistance to related or inter-related company in terms of section 45. | For | Pass | |
| Special Resolution | 4 | Issuance of shares | Allotment and issue of shares to employees of Attacq under the Attacq long-term incentive plan - Authorise the company to allot and issue shares to employees under the long-term incentive plan. | For | Pass | |
| Special Resolution | 5 | Issuance of shares | General authority for an acquisition of shares issued by the company - Authorise directors to approve the repurchase of ordinary shares issued. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Approval of annual financial statements. | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Appointment of auditors. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of Directors - Prof. Hlengani Mathebula. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of Directors - Sipho Maseko. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Directors - Dr Christo Wiese. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Directors - Wendy Lucas-Bull. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of Directors - Linda de Beer. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of Directors - Nonkululeko Gobodo. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment as members of the Shoprite Holdings Audit and Risk Committee - Linda de Beer. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Appointment as members of the Shoprite Holdings Audit and Risk Committee - Nonkululeko Gobodo. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Appointment as members of the Shoprite Holdings Audit and Risk Committee - Eileen Wilton. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Appointment as members of the Shoprite Holdings Audit and Risk Committee - Graham Dempster. | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General authority over unissued ordinary shares. | Against | We do not agree with the disapplication of pre-emptive rights as it can dilute minority shareholders, no reason given for authority sought | Pass |
| Ordinary Resolution | 14 | Other | General authority to Directors and or Company Secretary. | For | Pass | |
| Ordinary Resolution | 15 | Other | Approval of an amendment to rules of the Shoprite Holdings Executive Share Plan. | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | General authority to issue ordinary shares for cash. | Against | We do not agree with issuing shares at a discount as it dilutes exiting shareholders | Pass |
| Other | 1 | Remuneration policy | Non-binding advisory votes on the - Remuneration policy of Shoprite Holdings. | For | Pass | |
| Other | 2 | Remuneration policy | Non-binding advisory votes on the - Implementation report of the remuneration policy | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to Chairman of the Board. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to Lead Independent Director. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to Non-executive Directors. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to Chairman of the Audit and Risk Committee. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to members of the Audit and Risk Committee. | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration Payable to Chairman of the Remuneration Committee. | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to members of the Remuneration Committee. | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to Chairman of the Nomination Committee. | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to members of the Nomination Committee. | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to Chairman of the Social and Ethics Committee. | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to members of the Social and Ethics Committee. | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to Chairman of the Investment and Finance Committee. | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Remuneration payable to Non-executive Directors - Remuneration payable to members of the Investment and Finance Committee. | For | Pass | |
| Special Resolution | 14 | Dividend related | Financial assistance to subsidiaries, related and inter-related entities. | For | Pass | |
| Special Resolution | 15 | Share buy backs | General authority to repurchase ordinary shares. | Against | We do not agree with buying shares back at a premium as it destroys value for existing shareholders | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors: Re-election of Mr G A M Ravazzotti | Against | Founder. Not independent. Been on the board for too long. | Pass |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors: Re-election of Ms S M du Toit | Against | Been on the Board since 2009, 14 years. Thus, not independent anymore. Concerning that she is the “Lead independent non-executive director | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors: Re-election of Mr S G Pretorius | Against | Appointed in 2011, not independent anymore. Tenure is longer than recommended by King 3. | Pass |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors: Re-election of Ms L C Prezens | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Reappointment of external auditors | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of Audit and Risk Committee members: Election of Ms S M du Toit | Against | Been on the Board since 2009, 14 years. Thus, not independent anymore. Concerning that she is the “Lead independent non-executive director | Pass |
| Ordinary Resolution | 7 | Other | Election of Audit and Risk Committee members: Election of Ms N P Khoza | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Audit and Risk Committee members: Election of Mr S G Pretorius | Against | Appointed in 2011, not independent anymore. Tenure is longer than recommended by King 3. | Pass |
| Ordinary Resolution | 9 | Other | Election of Audit and Risk Committee members: Election of Ms L C Prezens | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory votes: Endorsement of the Company's Remuneration Policy | For | Pass | |
| Ordinary Resolution | 11 | Other | Non-binding advisory votes: Endorsement of the Company's Implementation Report | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | Unissued shares to be placed under the control of the directors | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General authority to issue shares, and to sell treasury shares, for cash | For | Pass | |
| Ordinary Resolution | 14 | Other | Authority to sign documentation | For | Pass | |
| Special Resolution | 1 | Other | Acquisition of own securities | For | Pass | |
| Special Resolution | 2 | Dividend related | Financial assistance to related and inter-related entities | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of non-executive directors' remuneration | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of the financial statements for the year ended 30 June 2023 | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Appointment of Ernst and Young Inc. as the external auditors of the Company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mrs A Muller as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Mr M Koursaris as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Mr MJ Watters as a director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Mr SG Robinson as a director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Ms MR Mouyeme as a director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of Mr SG Robinson as a member and Chairman of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of Mrs A Muller as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Appointment of Ms MR Mouyeme as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | non-binding advisory vote: to endorse the remuneration policy. | Against | Inadequate disclosure of metrics – cannot link performance to awards, LTI outperformance target is to low | Pass |
| Ordinary Resolution | 12 | Other | non-binding advisory vote: to endorse the implementation report | Against | No disclosure of weightings, targets and performance outcomes. Retention payments seem excessive with no disclosure on what performance conditions were met to achieve those payments | Fail |
| Special Resolution | 1 | Other | Increase in fees payable to non-executive directors, excluding the Chairman of the Board | For | With | |
| Special Resolution | 2 | Other | increase in fees payable to the Chairman of the Board | For | With | |
| Special Resolution | 3 | Election of directors | increase in fees payable to members of the Remuneration, Nomination and Appointments Committee | For | With | |
| Special Resolution | 4 | Other | increase in fees payable to members of the Audit and Risk Committee | For | With | |
| Special Resolution | 5 | Other | increase in fees payable to non-executive members of the Social and Ethics Committee | For | With | |
| Special Resolution | 6 | Election of directors | increase in fees payable to Chairman of the Remuneration, Nomination and Appointments Committee | For | With | |
| Special Resolution | 7 | Other | increase in fees payable to Chairman of the Audit and Risk Committee | For | With | |
| Special Resolution | 8 | Other | increase in fees payable to Chairman of the Social and Ethics Committee | For | With | |
| Special Resolution | 9 | Other | increase in fees payable to non-executive directors, excluding the Chairman of the Board | For | Pass | |
| Special Resolution | 10 | Other | increase in fees payable to the Chairman of the Board | For | Pass | |
| Special Resolution | 11 | Election of directors | increase in fees payable to members of the Remuneration, Nomination and Appointments Committee | For | Pass | |
| Special Resolution | 12 | Other | increase in fees payable to members of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 13 | Other | Increase in fees payable to non-executive members of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 14 | Election of directors | increase in fees payable to Chairman of the Remuneration, Nomination and Appointments Committee | For | Pass | |
| Special Resolution | 15 | Other | Increase in fees payable to Chairman of the Audit and Risk Committee | For | Pass | |
| Special Resolution | 16 | Other | increase in fees payable to Chairman of the Social and Ethics Committee | For | Pass | |
| Special Resolution | 17 | Other | fees payable to the foreign non-executive director, Mr MJ Watters | For | Pass | |
| Special Resolution | 18 | Other | fees payable to the Chairman of the Board, should the Chairman be a foreign non-executive director | For | Pass | |
| Special Resolution | 19 | Other | fees payable to the members of the Audit and Risk Committee, should the member be a foreign non-executive director | For | Pass | |
| Special Resolution | 20 | Election of directors | fees payable to the members of the Remuneration, Nominations and Appointments Committee, should the member be a foreign non-executive director | For | Pass | |
| Special Resolution | 21 | Other | fees payable to the members of the Social and Ethics Committee, should the member be a foreign non-executive director | For | Pass | |
| Special Resolution | 22 | Share buy backs | general authority to buy-back shares | Against | We do not agree with buying shares back at a premium as it destroys value for existing shareholders | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of retiring non-executive directors - To elect Ms. MG Mokoka, who is retiring by rotation in accordance with clause 23.4.1.1 of the companys Memorandum of Incorporation (MOI), as an independent non-executive director of the company as contemplated in section 68(2)(a) of the Companies Act. | For | With | |
| Ordinary Resolution | 2 | Election of directors | Election of retiring non-executive directors - To elect Mr. JN Potgieter, who is retiring by rotation in accordance with clause 23.4.1.1 of the companys MOI, as an independent non-executive director of the company as contemplated in section 68(2)(a) of the Companies Act. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of retiring non-executive directors - To elect Mr. R van Wyk, who is retiring by rotation in accordance with clause 23.4.1.1 of the companys MOI, as an independent non-executive director of the company as contemplated in section 68(2)(a) of the Companies Act. | For | Pass | |
| Ordinary Resolution | 4 | Other | Election of the members of the Audit and Risk Committee - Mr. S Mayet. | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of the members of the Audit and Risk Committee - Ms. MG Mokoka (subject to being appointed in accordance with resolution 1.1 above). | For | With | |
| Ordinary Resolution | 6 | Other | Election of the members of the Audit and Risk Committee - Mr JN Potgieter (subject to being appointed in accordance with resolution 1.2 above). | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of the members of the Audit and Risk Committee - Ms. F Roji. | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Appointment of external auditors - To appoint PricewaterhouseCoopers Inc. (PwC), as the Groups independent external auditors, with Mr. Thomas Howatt (IRBA number: 721751) as designated audit partner. | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | Authority to issue ordinary shares - To approve that the authorised but unissued ordinary shares be and are hereby placed under the control of the directors by way of a general authority that shall remain valid until the next AGM and the directors authorised, to allot and issue those shares at their discretion. | For | Pass | |
| Ordinary Resolution | 10 | Directors remuneration | Confirmation of the Groups remuneration policy - To endorse, by way of a non-binding advisory vote, the Groups remuneration policy (excluding the remuneration of the non-executive directors for their services as directors and members of committees). | Against | The STI has no metric for HEPS / Returns (focuses on EBIT / PBT rather). This incentivises the wrong behaviour. The ROIC targets in the LTI is too narrow (0% for less than 1% over WACC , 50% for more than 1% over WACC , and 100% for more than 2% over WACC). No clear articulation of the guaranteed pay peer group, or relative positioning of guaranteed pay versus the peer group. Maximum outcomes indicated a significant bias towards STI. We prefer a broadly even balance between Guaranteed , STI and LTI. There is excessive latitude granted for both unconstrained discretion in the individual performance components of variable pay as well as constrained discretion in the areas of performance where performance themes or metrics are defined but threshold, target and stretch levels of performance are not clearly and quantitatively delineated. | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Confirmation of the Groups remuneration implementation report - To endorse, by way of a non-binding advisory vote, the company and Groups remuneration implementation report as set out in the integrated report. | Against | The STI has no metric for HEPS / Returns (focuses on EBIT / PBT rather). This incentivises the wrong behaviour. The ROIC targets in the LTI is too narrow (0% for less than 1% over WACC , 50% for more than 1% over WACC , and 100% for more than 2% over WACC). No clear articulation of the guaranteed pay peer group, or relative positioning of guaranteed pay versus the peer group. Maximum outcomes indicated a significant bias towards STI. We prefer a broadly even balance between Guaranteed , STI and LTI. There is excessive latitude granted for both unconstrained discretion in the individual performance components of variable pay as well as constrained discretion in the areas of performance where performance themes or metrics are defined but threshold, target and stretch levels of performance are not clearly and quantitatively delineated. | Pass |
| Ordinary Resolution | 12 | Other | Delegation of authority - To authorise any 1 (one) director of the company and or the Company Secretary to do all such things and sign all such documents (including any amendments thereto) as are deemed necessary or advisable to implement the ordinary and special resolutions. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R1 172 805) and 1 July 2024 to 30 June 2025 (R1 243 173) Chairman. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R586 408) and 1 July 2024 to 30 June 2025 (R621 592) Deputy Chairman. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R335 395) and 1 July 2024 to 30 June 2025 (R355 519) Board member. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R213 776) and 1 July 2024 to 30 June 2025 (R226 603) Assets and Liabilities Committee Chairman. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R142 321) and 1 July 2024 to 30 June 2025 (R150 860) Assets and Liabilities Committee member. | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R442 910) and 1 July 2024 to 30 June 2025 (R469 485) Audit and Risk Committee Chairman. | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R221 455) and 1 July 2024 to 30 June 2025 (R234 742) Audit and Risk Committee member. | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R160 039) and 1 July 2024 to 30 June 2025 (R169 641) Remuneration Committee Chairman | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R106 302) and 1 July 2024 to 30 June 2025 (R112 680) Remuneration Committee member. | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R120 024) and 1 July 2024 to 30 June 2025 (R127 225) Nomination Committee Chairman. | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R79 723) and 1 July 2024 to 30 June 2025 (R84 506) Nomination Committee member. | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R214 364) and 1 July 2024 to 30 June 2025 (R227 226) Social, Ethics and Sustainability Committee Chairman. | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration committee and approved by the board of directors for the period from 1 July 2023 to 30 June 2024 (R142 321) and 1 July 2024 to 30 June 2025 (R150 860) Social, Ethics and Sustainability Committee member. | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | Authority to provide financial assistance in terms of section 44 - To approve, subject to compliance with the provisions of the MOI and Companies Act (including but not limited to the board being satisfied that immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the company), the provision by the company, at any time and from time to time during the period of 2 (two) years commencing from the date of approval of this special resolution, of such direct or indirect financial assistance as contemplated in section 44 of the Companies Act. | For | Pass | |
| Special Resolution | 15 | Loan/financial assistance | Authority to provide financial assistance in terms of section 45 - To approve, subject to compliance with the provisions of the MOI and Companies Act (including but not limited to the board being satisfied that immediately after providing the financial assistance, the company would satisfy the solvency and liquidity test as contemplated in section 4 of the Companies Act and that the terms under which the financial assistance is proposed to be given are fair and reasonable to the company), the provision by the company, at any time and from time to time during the period of 2 (two) years commencing from the date of approval of this special resolution, of such direct or indirect financial assistance as contemplated in section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 16 | Other | General authority to repurchase companys securities - To approve the general authority to repurchase the companys securities subject to the JSE Listings Requirements and Companies Act as set out in the resolution. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Appointment of external auditors | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election and election of directors: Thandi Orleyn | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election and election of directors: Boitumelo Koshane | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election and election of directors: Preston Speckmann | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Appointment members of the audit and risk committee: Dawn Earp | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment members of the audit and risk committee: Ralph Havenstein | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment members of the audit and risk committee: Mametja Moshe | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment members of the audit and risk committee: Preston Speckmann | For | Pass | |
| Ordinary Resolution | 9 | Other | Directors authority to implement special and ordinary resolutions | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote: Endorsement of the Companys remuneration policy | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote: Endorsement of the Companys remuneration implementation report | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of the chairperson of the board | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of the Lead Independent Director | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of non-executive directors | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Audit and risk committee Chairperson | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Audit and risk committee member | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Social, transformation and remuneration committee Chairperson | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Social, transformation and remuneration committee member | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Nomination, governance and ethics committee Chairperson | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Nomination, governance and ethics committee member | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Health, safety and environment committee Chairperson | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Health, safety and environment committee member | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Strategy and investment committee Chairperson | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration of Strategy and investment committee member | For | Pass | |
| Special Resolution | 14 | Directors remuneration | Approval of non-executive directors and committee members remuneration: Remuneration for ad-hoc meetings fees per additional board or committee meeting | For | Pass | |
| Special Resolution | 15 | Loan/financial assistance | Authority to provide financial assistance | Against | The authority being requested is too broad and could be open to being used against shareholders' interests | Pass |
| Special Resolution | 16 | Other | Increase of authorised but unissued share capital and amendment to MOI | For | Pass | |
| Special Resolution | 17 | Share buy backs | Repurchase of Companys shares by Company or subsidiary | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Mr TI Mvusi as a director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Mr GT Lewis as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Dr NY Jekwa as a director. | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | Re-appointment of PricewaterhouseCoopers Incorporated - with the designated external audit partner being Mr AJ Rossouw CA SA - as the independent external auditors of the group. | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of Ms HH Hickey as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Dr NY Jekwa as a member of the audit and risk committee, subject to her re-election as director pursuant to ordinary resolution number 1.3. | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Mr MH Jonas as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 8 | Remuneration policy | Non-binding endorsement of the groups remuneration policy. | For | Fail | |
| Ordinary Resolution | 9 | Remuneration policy | Non-binding endorsement of the groups remuneration implementation report. | For | Fail | |
| Special Resolution | 1 | Other | Approval of non-executive directors fees. | For | With | |
| Special Resolution | 2 | Loan/financial assistance | Approval of financial assistance in terms of sections 44 and 45 of the Companies Act. | For | Pass | |
| Special Resolution | 3 | Issuance of shares | Approval of general authority to repurchase issued shares. | For | Fail |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Dr Xiaoling Liu as a Director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Ms Karen Wood as a Director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of Mr Carlos Mesquita as a Director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of Ms Jane Nelson as a Director | For | Pass | |
| Ordinary Resolution | 5 | Remuneration policy | Adoption of the Remuneration Report | For | Pass | |
| Ordinary Resolution | 6 | Other | Grant of awards to Executive Director | For | Pass | |
| Special Resolution | 1 | Other | Renewal of proportional takeover provisions | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Disposal of 30 percent shareholding in AWIC | For | Pass | |
| Ordinary Resolution | 2 | Other | Authority granted to directors | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Annual report | For | Pass | |
| Ordinary Resolution | 2 | Other | Appropriation of profits | For | Pass | |
| Ordinary Resolution | 3 | Other | Release of the members of the Board of Directors and Senior Executive Committee | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Designation of the representative of the A shareholders for the election to the Board of Directors | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of the Board of Directors and its Chairman: Johann Rupert as a member and as Chairman of the Board of Directors in the same vote | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of the Board of Directors and its Chairman: Josua Malherbe | Against | Tenure, independence | Pass |
| Ordinary Resolution | 7 | Election of directors | Election of the Board of Directors and its Chairman: Nikesh Arora | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Election of the Board of Directors and its Chairman: Clay Brendish | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Election of the Board of Directors and its Chairman: Jean-Blaise Eckert | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Election of the Board of Directors and its Chairman: Burkhart Grund | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Election of the Board of Directors and its Chairman: Keyu Jin | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Election of the Board of Directors and its Chairman: Jerome Lambert | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Election of the Board of Directors and its Chairman: Wendy Luhabe | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Election of the Board of Directors and its Chairman: Jeff Moss | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Election of the Board of Directors and its Chairman: Vesna Nevistic | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | Election of the Board of Directors and its Chairman: Guillaume Pictet | For | Pass | |
| Ordinary Resolution | 17 | Election of directors | Election of the Board of Directors and its Chairman: Maria Ramos | Against | > 10 years | Pass |
| Ordinary Resolution | 18 | Election of directors | Election of the Board of Directors and its Chairman: Anton Rupert | Against | Family control | Pass |
| Ordinary Resolution | 19 | Election of directors | Election of the Board of Directors and its Chairman: Patrick Thomas | For | Pass | |
| Ordinary Resolution | 20 | Election of directors | Election of the Board of Directors and its Chairman: Jasmine Whitbread | For | Pass | |
| Ordinary Resolution | 21 | Election of directors | Election of the Board of Directors and its Chairman: Fiona Druckenmiller | For | Pass | |
| Ordinary Resolution | 22 | Election of directors | Election of the Board of Directors and its Chairman: Bram Schot | For | Pass | |
| Ordinary Resolution | 23 | Other | Election of the Compensation Committee: Clay Brendish | For | Pass | |
| Ordinary Resolution | 24 | Other | Election of the Compensation Committee: Keyu Jin | For | Pass | |
| Ordinary Resolution | 25 | Other | Election of the Compensation Committee: Guillaume Pictet | For | Pass | |
| Ordinary Resolution | 26 | Other | Election of the Compensation Committee: Maria Ramos | Against | Lack of independence | Pass |
| Ordinary Resolution | 27 | Other | Election of the Compensation Committee: Fiona Druckenmiller | For | Pass | |
| Ordinary Resolution | 28 | Other | Election of the Compensation Committee: Jasmine Whitbread | For | Pass | |
| Ordinary Resolution | 29 | Appointment of auditors | Re-election of the auditor | Against | Tenure | Pass |
| Ordinary Resolution | 30 | Other | Re-election of the independent representative | For | Pass | |
| Ordinary Resolution | 31 | Other | Votes on the maximum aggregate amounts of the compensation of the Board: Approval of the maximum aggregate amount of compensation of the members of the Board of Directors | For | Pass | |
| Ordinary Resolution | 32 | Other | Votes on the maximum aggregate amounts of the compensation of the Board: Approval of the maximum aggregate amount of fixed compensation of the members of the Senior Executive Committee | For | Pass | |
| Ordinary Resolution | 33 | Other | Votes on the maximum aggregate amounts of the compensation of the Board: Approval of the aggregate amount of variable compensation of the members of the Senior Executive Committee | Against | Disclosure, targets | Pass |
| Ordinary Resolution | 34 | Other | Amendments to the Companys Articles of Incorporation: Lowering of the registration threshold for nominees | Against | Prevents shareholder activism | Pass |
| Ordinary Resolution | 35 | Other | Amendments to the Companys Articles of Incorporation: Curb on empty voting | For | Pass | |
| Ordinary Resolution | 36 | Other | Amendments to the Companys Articles of Incorporation: Amendments regarding the organisation of the Companys General Meetings | Against | Prevents shareholder activism | Pass |
| Ordinary Resolution | 37 | Dividend related | Amendments to the Companys Articles of Incorporation: Amendments related to general meetings abroad or in virtual form | For | Pass | |
| Ordinary Resolution | 38 | Other | Amendments to the Companys Articles of Incorporation: Changes to the provisions regarding the organisation of the Board of Directors and Senior Executive Committee | For | Pass | |
| Ordinary Resolution | 39 | Other | Amendments to the Companys Articles of Incorporation: Miscellaneous changes | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Reappointment of auditors | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors: SF Booysen | Against | Mr Booysen been on the board for 11 years, not independent. | Pass |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors: GS Moseneke | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of directors: BM Kodisang | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of directors: NG Payne | Against | Not independent, given that he has been on the board for 11 years. Mr Payne is also the Chairman, who should be independent. Capacity constraints another worry given too many board commitments. | Pass |
| Ordinary Resolution | 7 | Election of directors | Re-election of directors: LG Rapp | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of members to audit and risk committee: RD Mokate | Against | Been on the board for 10 years, not independent anymore. Does not qualify to serve on the audit committee. | Pass |
| Ordinary Resolution | 9 | Other | Election of members to audit and risk committee: AMSS Mokgabudi | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of members to audit and risk committee: B Ngonyama | Against | We are concerned about a previous governance incident at UCT. Also not independent by association with Mr Booysen. Also over-boarded, and lacks capacity. | Pass |
| Ordinary Resolution | 11 | Issuance of shares | Unissued shares | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Remuneration: policy (advisory vote) | Against | Some STI targets are vague, and leave too much room for discretion. Our main objection relates to a lack of detail and disclosure. No member of the Remuneration Committee has been on the board for less than 9 years and are thus not independent. Balance Sheet LTV targets of 45 - 50% is also too high. LTI too focused on share price performance. | Pass |
| Ordinary Resolution | 14 | Remuneration policy | Remuneration: policy implementation (advisory vote) | Against | Same as above | Fail |
| Ordinary Resolution | 15 | Other | Implementation of resolutions | For | Pass | |
| Special Resolution | 1 | Other | Non-executive director remuneration - Retainer: Non-executive director | For | Pass | |
| Special Resolution | 2 | Other | Non-executive director remuneration - Retainer: Chairman of the board (all-inclusive fee) | For | Pass | |
| Special Resolution | 3 | Other | Non-executive director remuneration - Retainer: Chairman of the audit and risk committee | For | Pass | |
| Special Resolution | 4 | Other | Non-executive director remuneration - Retainer: Chairman of the social, ethics and human resources committee | For | Pass | |
| Special Resolution | 5 | Other | Non-executive director remuneration - Retainer: Chairman of the property and investment committee | For | Pass | |
| Special Resolution | 6 | Other | Non-executive director remuneration - Retainer: Lead independent director | For | Pass | |
| Special Resolution | 7 | Other | Non-executive director remuneration - Attendance fee: board (except chairman) | For | Pass | |
| Special Resolution | 8 | Other | Non-executive director remuneration - Attendance fee: audit and risk committee | For | Pass | |
| Special Resolution | 9 | Other | Non-executive director remuneration - Attendance fee: social, ethics and human resources committee | For | Pass | |
| Special Resolution | 10 | Other | Non-executive director remuneration - Attendance fee: property and investment committee | For | Pass | |
| Special Resolution | 11 | Share buy backs | Repurchase of shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of director - Mr FM Magugu. | Against | He has been on the board since 1998, making him independent. In the context of this particular board, containing Mr Copelyn (as founder CEO), a large non-public shareholder, a long tenure Chair and relatively low level of general independence the possibility of significant imbalance and impaired protection of shareholder interest exists. | Pass |
| Ordinary Resolution | 2 | Election of directors | Election of director - Ms L McDonald. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of director - Mr VE Mphande. | Against | He has been on the board since 2010, making him independent. In the context of this particular board, containing Mr Copelyn (as founder CEO), a large non-public shareholder, a long tenure Chair and relatively low level of general independence the possibility of significant imbalance and impaired protection of shareholder interest exists. | Pass |
| Ordinary Resolution | 4 | Election of directors | Election of director - Mr JR Nicolella. | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Appointment of Auditor. | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of member of the Audit and Risk Committee -Mr MH Ahmed. | Against | He is independent based on being previous CFO of HCI. Independence is a greater priority on the audit committee. | Pass |
| Ordinary Resolution | 7 | Other | Election of member of the Audit and Risk Committee - Mr JG Ngcobo. | Against | Not seen as independent, given his tenure and historical ties to the SA Clothing and Textile Workers Union (significant shareholder). | Pass |
| Ordinary Resolution | 8 | Other | Election of member of the Audit and Risk Committee - Ms RD Watson. | Against | Not seen as independent, given his tenure and historical ties to the SA Clothing and Textile Workers Union (significant shareholder). | Pass |
| Ordinary Resolution | 9 | Issuance of shares | General authority over authorised but unissued shares. | For | Pass | |
| Ordinary Resolution | 10 | Other | Directors authority to implement company resolutions. | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory resolution on long-term remuneration policy. | Against | No targets disclosed, too much discretion especially given the level of independence on the board. The multiplier of basic salary is also too high. | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory resolution on short-term incentive remuneration policy. | Against | No targets identified or disclosed. Seems to be entirely discretionary. | Pass |
| Other | 3 | Remuneration policy | Non-binding advisory resolution on guaranteed payment remuneration policy. | For | Pass | |
| Other | 4 | Remuneration policy | Non-binding advisory resolution on remuneration implementation report. | Against | Given the above factors. | Pass |
| Special Resolution | 1 | Issuance of shares | General authority to issue shares, options and convertible security for cash. | For | Pass | |
| Special Resolution | 2 | Other | Approval of non-executive directors annual fees. | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase company shares. | Against | 20% Request is too much, especially given that the share is trading at a premium to NAV. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Mr G A Blackshaw as a director. | Against | Not independent, important for Chair to be independent | Pass |
| Ordinary Resolution | 2 | Election of directors | Re-election of Ms K M de Kock as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr A Varachhia as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Appointment of Mr A C Menigo as a director. | For | Pass | |
| Ordinary Resolution | 5 | Appointment of auditors | Re-appointment of BDO South Africa Inc. as auditor. | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of Ms K M de Kock as a member and the chair of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Ms P Mbikwana as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Mr M P R Morojele as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to directors to issue shares for cash. | Against | We do not provide general authority to issue cash. Trading at a discount to NAV, expensive funding | Pass |
| Other | 1 | Remuneration policy | Non-binding advisory votes - endorsement of remuneration policy. | For | Pass | |
| Other | 2 | Other | Non-binding advisory votes - endorsement of the implementation report. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors for their services as directors - 2024 financial year. | Against | Per meeting and fixed a preferred structure for non-executive pay. | Pass |
| Special Resolution | 2 | Loan/financial assistance | General authority to provide financial assistance to subsidiary companies. | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase ordinary shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of the annual financial statements. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors retiring by rotation - Nigel Payne. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors retiring by rotation - Jane Canny. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Confirmation of appointment of non-executive director - Richard Inskip. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Confirmation of appointment of non-executive director - Harish Ramsumer. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Confirmation of appointment of non-executive director - Neill Abrams. | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Election of independent auditor. | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of members of the Audit and Compliance Committee - Daisy Naidoo. | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of members of the Audit and Compliance Committee - Mark Bowman. | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of members of the Audit and Compliance Committee - Mmaboshadi Chauke. | For | Pass | |
| Ordinary Resolution | 11 | Other | Election of members of the Audit and Compliance Committee - Harish Ramsumer. | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote on the remuneration policy. | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on the remuneration implementation report. | For | Pass | |
| Ordinary Resolution | 14 | Other | Adoption of the SETS Committee report. | For | Pass | |
| Ordinary Resolution | 15 | Other | Signature of documents. | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | General but restricted authority to issue shares for cash. | For | Pass | |
| Ordinary Resolution | 17 | Issuance of shares | Control of unissued shares - excluding issues for cash. | For | Pass | |
| Special Resolution | 1 | Other | Non-executive director remuneration - Independent non-executive chair of the board R 1 969 813. | For | Pass | |
| Special Resolution | 2 | Other | Non-executive director remuneration - Honorary chair of the board R 958 759. | For | Pass | |
| Special Resolution | 3 | Other | Non-executive director remuneration - Lead independent non-executive director of the board R 665 754. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Non-executive director remuneration - Non-executive directors R 453 969. | For | Pass | |
| Special Resolution | 5 | Other | Non-executive director remuneration - Audit and Compliance Committee chair R 368 846. | For | Pass | |
| Special Resolution | 6 | Other | Non-executive director remuneration - Audit and Compliance Committee members R 180 567. | For | Pass | |
| Special Resolution | 7 | Other | Non-executive director remuneration - Remuneration and Nominations Committee chair R 240 218. | For | Pass | |
| Special Resolution | 8 | Other | Non-executive director remuneration - Remuneration and Nominations Committee members R 119 689. | For | Pass | |
| Special Resolution | 9 | Other | Non-executive director remuneration - Social, Ethics, Transformation and Sustainability Committee chair R 198 488. | For | Pass | |
| Special Resolution | 10 | Other | Non-executive director remuneration - Social, Ethics, Transformation and Sustainability Committee members R 116 012. | For | Pass | |
| Special Resolution | 11 | Other | Non-executive director remuneration - Risk and IT Committee members R 145 000. | For | Pass | |
| Special Resolution | 12 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 13 | Dividend related | Financial assistance to related or inter-related companies. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Appointment of auditors. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of JA Copelyn as a director. | Against | His position as Chairman as well as CEO of the majority shareholder opens up the possibility of significant imbalance and thus impaired accountability and protection of minority shareholders. | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of F Mall as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of RD Watson as a director. | Against | Being on the board of HCI calls into question her independence. Given Mr Copelyn's position on the board as well, we oppose this resolution. | Pass |
| Ordinary Resolution | 5 | Other | Re-election of F Mall as member and Chairperson of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 6 | Other | Re-election of BA Mabuza as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 7 | Other | Re-election of RD Watson as member of the audit and risk committee. | Against | Same as above | Pass |
| Ordinary Resolution | 8 | Issuance of shares | General authority for directors to allot and issue authorised but unissued ordinary shares. | Against | No indication of size which is of concern. We would rather prefer management to come to shareholders with a specific transaction that they are investigating. Also given the current low share price, we would not suppose equity issuances at current levels. | Pass |
| Ordinary Resolution | 9 | Other | Authority to implement resolutions. | For | Pass | |
| Special Resolution | 1 | Other | Approval of the proposed fees for non-executive directors. | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares in the company. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance in terms of sections 44 and 45 of the Companies Act. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Dividend related | Confirmation and approval of payment of dividends. | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Reappointment of Deloitte South Africa as auditor. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect the following directors - Hendrik Du Toit. | Against | We have concerns around the lack of independence of this director | Pass |
| Ordinary Resolution | 4 | Election of directors | To re-elect the following directors - Rachel Jafta. | Against | We have concerns around the lack of independence of this director | Pass |
| Ordinary Resolution | 5 | Election of directors | To re-elect the following directors - Roberto Oliveira De Lima. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect the following directors - Mark Sorour. | Against | We have concerns around the lack of independence of this director | Pass |
| Ordinary Resolution | 7 | Election of directors | To re-elect the following directors - Ying Xu. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of the following audit committee members - Sharmistha Dubey. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of the following audit committee members - Manisha Girotra. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Appointment of the following audit committee members - Angelien Kemna. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Appointment of the following audit committee members - Steve Pacak. | Against | We have concerns around the lack of independence of this director | Pass |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote - To endorse the companys remuneration policy. | Against | We have concerns around the appropriateness of the remuneration targets given that unlocking the discount is not linked to remuneration, and there is insufficient detail on STI to enable us to assess the reasonableness of remuneration paid out | Pass |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote - To endorse the implementation report of the remuneration report. | Against | We have concerns around the appropriateness of the remuneration targets given that unlocking the discount is not linked to remuneration, and there is insufficient detail on STI to enable us to assess the reasonableness of remuneration paid out | Pass |
| Ordinary Resolution | 14 | Issuance of shares | Approval of general authority placing unissued shares under the control of the directors. | Against | This is being done at a discount to NAV | Pass |
| Ordinary Resolution | 15 | Issuance of shares | Approval of general issue of shares for cash. | Against | This is being done at a discount to NAV | Pass |
| Ordinary Resolution | 16 | Other | General authorisation to implement all resolutions adopted at the annual general meeting. | For | Pass | |
| Ordinary Resolution | 17 | Other | Authority granted to Directors. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Board: Chair. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Board: Member. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Audit committee: Chair. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Audit committee: Member. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Risk committee: Chair. | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Risk committee: Member. | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Human resources and remuneration committee: Chair. | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Human resources and remuneration committee: Member. | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Nominations committee: Chair. | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Nominations committee: Member. | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Social, ethics and sustainability committee: Chair. | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Social, ethics and sustainability committee: Member. | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Approval of the remuneration of the non-executive directors for financial year 31 March 2025 - Trustees of group share schemes or other personnel funds. | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 44 the Act. | For | Pass | |
| Special Resolution | 15 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 45 of the Act. | For | Pass | |
| Special Resolution | 16 | Other | General authority for the company or its subsidiaries to acquire N ordinary shares in the company. | For | Pass | |
| Special Resolution | 17 | Other | Granting the specific repurchase authorization. | For | Pass | |
| Special Resolution | 18 | Other | General authority for the company or its subsidiaries to acquire A ordinary shares in the company. | Against | No price discovery | Pass |
| Special Resolution | 19 | Other | Approval of the Naspers Share Conversion of Naspers N Ordinary Shares with a par value to Naspers N Ordinary Shares without par value. | For | Pass | |
| Special Resolution | 20 | Other | Approval of the Naspers Share Conversion of Naspers A Ordinary Shares with a par value to Naspers A Ordinary Shares without par value. | For | ||
| Special Resolution | 21 | Other | Approval of the Naspers Share Conversion. | For | Pass | |
| Special Resolution | 22 | Other | Approval of the Naspers Share Increase. | For | Pass | |
| Special Resolution | 23 | Other | Approval of the A Share Terms Amendment Resolutions. | For | ||
| Special Resolution | 24 | Other | Approval of the Naspers Capitalisation Issue. | For | Pass | |
| Special Resolution | 25 | Other | Approval of the Naspers Share Consolidation. | For | Pass | |
| Special Resolution | 26 | Other | Approval of the amendments to the Memorandum of Incorporation. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Directors remuneration | To approve the directors remuneration report | Against | There are a number of concerns we have on the remuneration - the discount is no longer an objective, there is an opaque PSU valuation and STI targets are not detailed. These we believe are not appropriate. | Pass |
| Ordinary Resolution | 2 | Other | To adopt the annual accounts for the financial year ended 31 March 2023 | For | Pass | |
| Ordinary Resolution | 3 | Other | To make a distribution in relation to the financial year ended 31 March 2023 | For | Pass | |
| Ordinary Resolution | 4 | Other | To discharge executive directors from liability | For | Pass | |
| Ordinary Resolution | 5 | Other | To discharge non-executive directors from liability | For | Pass | |
| Ordinary Resolution | 6 | Directors remuneration | To approve the remuneration of the non-executive directors | For | Pass | |
| Ordinary Resolution | 7 | Other | To reappoint the following non-executive directors: Manisha Girotra | For | Pass | |
| Ordinary Resolution | 8 | Other | To reappoint the following non-executive directors: Rachel Jafta | Against | We have concerns around this director's independence on a board that needs more independent directors. | Pass |
| Ordinary Resolution | 9 | Other | To reappoint the following non-executive directors: Mark Sorour | Against | We have concerns around this director's independence on a board that needs more independent directors. | Pass |
| Ordinary Resolution | 10 | Other | To reappoint the following non-executive directors: Ying Xu | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | To reappoint Deloitte Accountants B.V. as the auditor charged with the auditing of the annual accounts for the year ending 31 March 2025 | For | Pass | |
| Ordinary Resolution | 12 | Other | To consider and to vote on the Proposed Transaction, combined resolution | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | To designate the board of directors as the company body authorised to issue shares | Against | This is authority is being asked for at a time when there is too big a discount to NAV. | Pass |
| Ordinary Resolution | 14 | Other | To authorise the board of directors to resolve that the company acquires shares in its own capital | For | Pass | |
| Ordinary Resolution | 15 | Other | To reduce the share capital by cancelling own shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Directors' authority | For | Pass | |
| Special Resolution | 1 | Other | Approval of the AGAH Sale | For | Pass | |
| Special Resolution | 2 | Share option scheme | Approval of the Scheme | For | Pass | |
| Special Resolution | 3 | Other | Revocation of Special Resolution Number 1 and Special Resolution Number 2 if the Reorganisation does not become unconditional or is not continued | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Authority to make and implement the Odd-lot Offer to those who do not make an election, including specifically the authority to repurchase the Odd-lot Holdings of the Odd-lot Holders who do not make an election. | For | Pass | |
| Ordinary Resolution | 2 | Other | Authority of Directors and or the company secretary. | For | Pass | |
| Special Resolution | 1 | Share buy backs | Specific authority to repurchase Shares from the Odd-lot Holders. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Henrietta Caroline Baldock as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Zarina Bibi Mahomed Bassa as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Philip Alan Hourquebie as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Stephen Koseff as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Nicola Newton-King as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Jasandra Nyker as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Vanessa Olver as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Nishlan Andre Samujh as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Philisiwe Gugulethu Sibiya as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Brian David Stevenson as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Fani Titi as a director of Investec plc and Investec Limited | For | Pass | |
| Ordinary Resolution | 12 | Directors remuneration | To approve the dual listed companies, DLC, Directors Remuneration Report, including the implementation report, other than the part containing the Directors, Remuneration Policy, for the year ended 31 March 2023 | Against | Despite high levels of transparency in disclosing KPI’s, targets and performance outcomes, the quantum did give us pause and looked deeper into the remuneration elements to get a better sense for what was driving this. The biggest driver of this year’s large payout was LTI – in principle we do not like TSR as a KPI even when done on a relative basis. Other concerns were non-disclosure of FY24 financial targets and the fact that non-financial targets are not quantified – which makes measurement difficult. | Pass |
| Ordinary Resolution | 13 | Directors remuneration | To approve the DLC Directors Remuneration Policy | For | Pass | |
| Ordinary Resolution | 14 | Other | Authority to take action in respect of the resolutions | For | Pass | |
| Ordinary Resolution | 15 | Dividend related | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the six-month period ended 30 September 2022 | For | Pass | |
| Ordinary Resolution | 16 | Dividend related | To sanction the interim dividend paid on the SA DAS share in Investec Limited for the six- month period ended 30 September 2022 | For | Pass | |
| Ordinary Resolution | 17 | Dividend related | To declare a final dividend on the ordinary shares and the dividend access, South African Resident, redeemable preference share, SA DAS share, in Investec Limited for the year ended 31 March 2023 | For | Pass | |
| Ordinary Resolution | 18 | Appointment of auditors | To re-appoint Ernst and Young Inc. as joint auditors of Investec Limited | For | Pass | |
| Ordinary Resolution | 19 | Appointment of auditors | To appoint PwC Inc. as joint auditors of Investec Limited | For | Pass | |
| Ordinary Resolution | 20 | Other | To appoint Deloitte Inc. in a shadow capacity | For | Pass | |
| Ordinary Resolution | 21 | Issuance of shares | Director s authority to issue the unissued variable rate, redeemable, cumulative preference shares the unissued non-redeemable, non-cumulative, non-participating preference shares, perpetual preference shares the unissued non-redeemable, noncumulative, non-participating preference shares, non-redeemable programme preference shares and the redeemable, non-participating preference shares, redeemable programme preference shares. | For | Pass | |
| Ordinary Resolution | 22 | Issuance of shares | Directors authority to issue the unissued special convertible redeemable preference shares | For | Pass | |
| Ordinary Resolution | 23 | Accept Financial Statements and Statutory Reports | To receive the consolidated audited financial statements of Investec plc for the year ended 31 March 2023, together with the reports of the directors and the auditors | For | Pass | |
| Ordinary Resolution | 24 | Dividend related | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec for the six-month period ended 30 September 2022 | For | Pass | |
| Ordinary Resolution | 25 | Dividend related | To declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2023 | For | Pass | |
| Ordinary Resolution | 26 | Appointment of auditors | To re-appoint Ernst and Young LLP as auditors of Investec plc | For | Pass | |
| Ordinary Resolution | 27 | Other | To appoint Deloitte LLP in a shadow capacity | For | Pass | |
| Ordinary Resolution | 28 | Auditor remuneration | To authorise the Investec plc Audit Committee to set the remuneration of the company s auditors | For | Pass | |
| Ordinary Resolution | 29 | Political donations | Political donations | For | Pass | |
| Ordinary Resolution | 30 | Other | Directors authority to allot shares and other securities | For | Pass | |
| Ordinary Resolution | 31 | Other | Directors authority to purchase ordinary shares | For | Pass | |
| Ordinary Resolution | 32 | Other | Directors authority to purchase preference shares | For | Pass | |
| Special Resolution | 1 | Other | Directors authority to acquire ordinary shares. | For | Pass | |
| Special Resolution | 2 | Other | Directors authority to acquire any redeemable, nonparticipating preference shares and non-redeemable, non-cumulative, nonparticipating preference share | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Non-executive Directors remuneration | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Henrietta Caroline Baldock as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Zarina Bibi Mahomed Bassa as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Philip Alan Hourquebie as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Stephen Koseff as a director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Nicola Newton-King as a director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Jasandra Nyker as a director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Vanessa Olver as a director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Nishlan Andre Samujh as a director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Philisiwe Gugulethu Sibiya as a director | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Brian David Stevenson as a director | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Fani Titi as a director | For | Pass | |
| Ordinary Resolution | 12 | Directors remuneration | To approve the dual listed companies (DLC) Directors' Remuneration Report, including the implementation report, (other than the part containing the Directors Remuneration Policy) for the year ended 31 March 2023 | Against | Despite high levels of transparency in disclosing KPI’s, targets and performance outcomes, the quantum did give us pause and looked deeper into the remuneration elements to get a better sense for what was driving this. The biggest driver of this year’s large payout was LTI – in principle we do not like TSR as a KPI even when done on a relative basis. Other concerns were non-disclosure of FY24 financial targets and the fact that non-financial targets are not quantified – which makes measurement difficult. | Pass |
| Ordinary Resolution | 13 | Directors remuneration | To approve the DLC Directors' Remuneration Policy | For | Pass | |
| Ordinary Resolution | 14 | Other | To authorise any director or the Company Secretaries of Investec plc and Investec Limited to do all things and sign all documents which may be necessary to carry into effect the resolutions contained in this notice to the extent the same have been passed and, where applicable, filed. | For | Pass | |
| Ordinary Resolution | 15 | Dividend related | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the six-month period ended 30 September 2022 | For | Pass | |
| Ordinary Resolution | 16 | Dividend related | To sanction the interim dividend paid by Investec Limited on the dividend access (South African Resident) redeemable preference share (South African DAS share) for the six-month period ended 30 September 2022 | For | Pass | |
| Ordinary Resolution | 17 | Dividend related | Subject to the passing of resolution No. 30, to declare a final dividend on the ordinary shares and the dividend access (South African Resident) redeemable preference share (South African DAS share) in Investec Limited for the year ended 31 March 2023 of an amount equal to that recommended by the directors of Investec Limited. | For | Pass | |
| Ordinary Resolution | 18 | Appointment of auditors | To re-appoint Ernst Young Inc. of 102 Rivonia Road, Sandton, 2196, South Africa (Private BagX14, Sandton, 2146, South Africa), upon the recommendation of the DLC Audit Committee, as joint auditors of Investec Limited to hold office until the conclusion of the AGM of Investec Limited to be held in 2024. | For | Pass | |
| Ordinary Resolution | 19 | Appointment of auditors | To appoint PricewaterhouseCoopers Inc. (PwC Inc.) of 4 Lisbon Lane, Waterfall City, Juskei View, 2090, upon the recommendation of the DLC Audit Committee, as joint auditors of Investec Limited to hold office until the conclusion of the AGM of Investec Limited to be held in 2024. | For | Pass | |
| Ordinary Resolution | 20 | Other | To appoint Deloitte Inc. of Magwa Crescent, Waterfall City, Waterfall, Gauteng, 2090, in a shadow capacity, upon the recommendation of the DLC Audit Committee. | For | Pass | |
| Ordinary Resolution | 21 | Issuance of shares | Authorising the directors to issue the unissued variable rate, redeemable, cumulative preference shares the unissued non-redeemable, non-cumulative, non-participating preference shares (perpetual preference shares) the unissued non-redeemable, noncumulative, non-participating preference shares (non-redeemable programme preference shares) and the redeemable, non-participating preference shares (redeemable programme preference shares) | For | Pass | |
| Ordinary Resolution | 22 | Issuance of shares | Authorising the directors to issue the unissued special convertible redeemable preference shares | For | Pass | |
| Ordinary Resolution | 23 | Accept Financial Statements and Statutory Reports | To receive the consolidated audited financial statements of Investec plc for the year ended 31 March 2023, together with the reports of the directors of Investec plc and the auditors of Investec plc | For | Pass | |
| Ordinary Resolution | 24 | Dividend related | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the six-month period ended 30 September 2022 | For | Pass | |
| Ordinary Resolution | 25 | Dividend related | Subject to the passing of resolution No 18, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2023 of an amount equal to that recommended by the directors of Investec plc. | For | Pass | |
| Ordinary Resolution | 26 | Appointment of auditors | To re-appoint Ernst and Young LLP of 1 More London Place, London SE1 2AF, upon the recommendation of the DLC Audit Committee, as auditors of Investec plc to hold office until the conclusion of the AGM of Investec plc to be held in 2024. | For | Pass | |
| Ordinary Resolution | 27 | Other | To appoint Deloitte LLP of 2 New Street Square, EC4A 3BZ, in a shadow capacity, upon the recommendation of the DLC Audit Committee | For | Pass | |
| Ordinary Resolution | 28 | Auditor remuneration | To authorise the Investec plc Audit Committee to set the remuneration of the companys auditors | For | Pass | |
| Ordinary Resolution | 29 | Political donations | Political donations | For | Pass | |
| Ordinary Resolution | 30 | Other | Directors' authority to allot shares and other securities | For | Pass | |
| Special Resolution | 1 | Other | Directors authority to acquire ordinary shares | For | Pass | |
| Special Resolution | 2 | Other | Directors authority to acquire any redeemable, nonparticipating preference shares and non-redeemable, non-cumulative, nonparticipating preference shares | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial assistance | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Non-executive Directors remuneration | For | Pass | |
| Special Resolution | 5 | Other | Directors' authority to purchase ordinary shares | For | Pass | |
| Special Resolution | 6 | Other | Directors' authority to purchase preference shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To adopt the 2023 annual financial statements. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Mr Jacobus Derick F van der Merwe as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Mr Loyiso Dotwana as a director. | Against | We have concerns around their independence | Pass |
| Ordinary Resolution | 4 | Election of directors | To re-elect Mr Johannes HP Johan van der Merwe as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To approve the appointment of Mr Nicolaas AS Kruger as a director. | For | Pass | |
| Ordinary Resolution | 6 | Other | To re-appoint Mr Loyiso Dotwana as a member of the Audit and Risk Committee. | Against | We have concerns around their independence | Pass |
| Ordinary Resolution | 7 | Other | To re-appoint Mr Francois M Louw as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 8 | Other | To re-appoint Mr Jacobus Derick F van der Merwe as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 9 | Other | To re-appoint Ms Sisanda Tuku as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To approve the appointment of Mr Nicolaas AS Kruger as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. as auditor. | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding endorsement of Afrimats remuneration policy. | Against | There is insufficient disclosure around metrics for STI, which makes it subject to significant discretion | Pass |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding endorsement of Afrimats implementation report on the remuneration policy. | Against | There is insufficient disclosure around metrics for STI, which makes it subject to significant discretion | Pass |
| Ordinary Resolution | 14 | Other | To authorise the directors or the Company Secretary to sign documentation. | For | Pass | |
| Ordinary Resolution | 15 | Issuance of shares | To place unissued shares under the directors control. | Against | We have concerns around dilution; particularly because there are no defined reasons | Pass |
| Ordinary Resolution | 16 | Issuance of shares | General authority to issue ordinary shares for cash. | For | Pass | |
| Ordinary Resolution | 17 | Share option scheme | Approval of the amendment of the Afrimat Limited Share Appreciation Right Scheme. | For | Pass | |
| Special Resolution | 1 | Other | Remuneration of Chairman of the Board. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of non-executive directors. | Against | Flat fee remuneration, should have a per meeting element | Pass |
| Special Resolution | 3 | Other | Remuneration of Chairman of the Audit and Risk Committee. | For | Pass | |
| Special Resolution | 4 | Other | Remuneration of Audit and Risk Committee members. | For | Pass | |
| Special Resolution | 5 | Other | Remuneration of Chairman of the Remuneration Committee. | For | Pass | |
| Special Resolution | 6 | Other | Remuneration of Chairman of the Nominations Committee. | For | Pass | |
| Special Resolution | 7 | Other | Remuneration of Remuneration and Nominations Committee members. | For | Pass | |
| Special Resolution | 8 | Other | Remuneration of Chairman of the Social, Ethics and Sustainability Committee. | For | Pass | |
| Special Resolution | 9 | Other | Remuneration of Social, Ethics and Sustainability Committee members. | For | Pass | |
| Special Resolution | 10 | Other | Remuneration of Chairman of the Investment Review Committee. | For | Pass | |
| Special Resolution | 11 | Other | Remuneration of Investment Review Committee members. | For | Pass | |
| Special Resolution | 12 | Other | Ad hoc remuneration of members of the Board under rare circumstances. | For | Pass | |
| Special Resolution | 13 | Loan/financial assistance | Inter-company financial assistance. | For | Pass | |
| Special Resolution | 14 | Dividend related | Financial assistance for the subscription and or purchase of shares in the Company or a related or inter-related company. | Against | There is insufficient detail provided for us to approve this authority | Pass |
| Special Resolution | 15 | Share buy backs | Share repurchases by Afrimat Group and its subsidiaries. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Adoption of Annual Financial Statements. | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Reappointment of external auditor. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - BH Kent. | Against | We have concerns around independence | Pass |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors - SR Bogatsu. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Confirmation of appointment of director Nosisa Fubu. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Confirmation of appointment of director Anna Modi Hlobo. | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Audit Committee members - BH Kent. | Against | We have concerns around independence | Pass |
| Ordinary Resolution | 8 | Other | Election of Audit Committee members - SR Bogatsu. | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of Audit Committee members - N Fubu. | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of Audit Committee members - AM Hlobo. | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote - Endorsement of Raubex Remuneration Policy. | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote - Endorsement of Raubex Remuneration Implementation Report. | For | Pass | |
| Ordinary Resolution | 13 | Other | Directors authority to implement ordinary and special resolutions. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration of Non-Executive Directors. | For | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance to related or inter-related company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Hendrik du Toit as a director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Kim McFarland as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Gareth Penny as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Idoya Basterrechea Aranda as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Colin Keogh as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Busisiwe Mabuza as a director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Victoria Cochrane as a director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Khumo Shuenyane as a director. | For | Pass | |
| Ordinary Resolution | 9 | Directors remuneration | To approve the directors remuneration report, for the year ended 31 March 2023. | For | Pass | |
| Ordinary Resolution | 10 | Directors remuneration | To approve the directors remuneration policy. | For | Pass | |
| Ordinary Resolution | 11 | Other | To approve Ninety Ones climate strategy. | For | Pass | |
| Ordinary Resolution | 12 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2023, together with the reports of the directors and of the auditor of Ninety One plc. | For | Pass | |
| Ordinary Resolution | 13 | Dividend related | Subject to the passing of resolution no 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2023. | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2024, with the designated audit partner being Allan McGrath. | For | Pass | |
| Ordinary Resolution | 15 | Auditor remuneration | To authorise the Audit and Risk Committee to set the remuneration of Ninety One PLCs auditor. | For | Pass | |
| Ordinary Resolution | 16 | Other | Directors authority to allot shares and other securities. | For | Pass | |
| Ordinary Resolution | 17 | Dividend related | Subject to the passing of resolution no 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2023. | For | Pass | |
| Ordinary Resolution | 18 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V and A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited , to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2024, with the designated audit partner being Chantel van den Heever. | For | Pass | |
| Ordinary Resolution | 19 | Other | Election of Audit and Risk Committee members: Victoria Cochrane | For | Pass | |
| Ordinary Resolution | 20 | Other | Election of Audit and Risk Committee members: Colin Keogh | For | Pass | |
| Ordinary Resolution | 21 | Other | Election of Audit and Risk Committee members: Khumo Shuenyane. | For | Pass | |
| Ordinary Resolution | 22 | Issuance of shares | Authorising the directors to issue up to i 5 percent of the issued ordinary shares and ii 5 percent plus 154,067 of the issued Special Converting Shares. | Against | We are concerned this exposes shareholders to the risk of dilution | Pass |
| Ordinary Resolution | 23 | Issuance of shares | General authority to issue ordinary shares for cash. | Against | We are concerned this exposes shareholders to the risk of dilution | Pass |
| Special Resolution | 1 | Other | Authority to purchase own ordinary shares. | For | Pass | |
| Special Resolution | 2 | Other | Consent to short notice. | For | Pass | |
| Special Resolution | 3 | Other | Authority to acquire ordinary shares of Ninety One Limited. | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | Financial Assistance. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Non-executive directors remuneration. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect Hendrik du Toit as a director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Kim McFarland as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Gareth Penny as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Idoya Basterrechea Aranda as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Colin Keogh as a director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Busisiwe Mabuza as a director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Victoria Cochrane as a director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Khumo Shuenyane as a director. | For | Pass | |
| Ordinary Resolution | 9 | Directors remuneration | To approve the directors remuneration report, for the year ended 31 March 2023. | For | Pass | |
| Ordinary Resolution | 10 | Directors remuneration | To approve the directors remuneration policy. | For | Pass | |
| Ordinary Resolution | 11 | Other | To approve Ninety Ones climate strategy. | For | Pass | |
| Ordinary Resolution | 12 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2023, together with the reports of the directors and of the auditor of Ninety One plc. | For | Pass | |
| Ordinary Resolution | 13 | Dividend related | Subject to the passing of resolution no 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2023. | For | Pass | |
| Ordinary Resolution | 14 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2024, with the designated audit partner being Allan McGrath. | For | Pass | |
| Ordinary Resolution | 15 | Auditor remuneration | To authorise the Audit and Risk Committee to set the remuneration of Ninety One PLCs auditor. | For | Pass | |
| Ordinary Resolution | 16 | Other | Directors authority to allot shares and other securities. | For | Pass | |
| Ordinary Resolution | 17 | Dividend related | Subject to the passing of resolution no 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2023. | For | Pass | |
| Ordinary Resolution | 18 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V and A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited , to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2024, with the designated audit partner being Chantel van den Heever. | For | Pass | |
| Ordinary Resolution | 19 | Other | Election of Audit and Risk Committee members - Victoria Cochrane. | For | Pass | |
| Ordinary Resolution | 20 | Other | Election of Audit and Risk Committee members - Colin Keogh. | For | Pass | |
| Ordinary Resolution | 21 | Other | Election of Audit and Risk Committee members - Khumo Shuenyane. | For | Pass | |
| Ordinary Resolution | 22 | Issuance of shares | Authorising the directors to issue up to.i. 5 percent of the issued ordinary shares and .ii. 5 percent plus 154,067 of the issued Special Converting Shares. | Against | We are concerned this exposes shareholders to potential dilution | Pass |
| Ordinary Resolution | 23 | Issuance of shares | General authority to issue ordinary shares for cash. | Against | We are concerned this exposes shareholders to potential dilution | Pass |
| Special Resolution | 1 | Other | Authority to purchase own ordinary shares. | For | Pass | |
| Special Resolution | 2 | Other | Consent to short notice. | For | Pass | |
| Special Resolution | 3 | Other | Authority to acquire ordinary shares of Ninety One Limited. | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | Financial Assistance. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Non-executive directors remuneration. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Loan/financial assistance | Financial assistance in terms of section 44 of the companies Act. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | |
|---|---|---|---|---|---|---|---|
| Annual General Meeting | Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of external auditors and designated audit partner. | For | Pass | |
| Annual General Meeting | Ordinary Resolution | 2 | Election of directors | Re-election of Gareth Ackerman as a non-executive director. | For | Pass | |
| Annual General Meeting | Ordinary Resolution | 3 | Election of directors | Election of Jonathan Ackerman as a non-executive director. | For | Pass | |
| Annual General Meeting | Ordinary Resolution | 4 | Election of directors | Re-election of Haroon Bhorat as an independent non-executive director. | For | Pass | |
| Annual General Meeting | Ordinary Resolution | 5 | Election of directors | Re-election of Mariam Cassim as an independent non-executive director. | For | Pass | |
| Annual General Meeting | Ordinary Resolution | 6 | Election of directors | Election of James Formby as an independent non-executive director. | For | Pass | |
| Annual General Meeting | Ordinary Resolution | 7 | Election of directors | Re-election of David Friedland as an independent non-executive director. | Against | Not independent in terms of tenure, coupled with the fact that he was Pik’s Audit Partner immediately before joining the board | Pass |
| Annual General Meeting | Ordinary Resolution | 8 | Election of directors | Re-election of Audrey Mothupi as an independent non-executive director. | Against | Not independent in terms of tenure, also runs the risk of being over boarded | Pass |
| Annual General Meeting | Ordinary Resolution | 9 | Election of directors | Appointment of Aboubakar Jakoet to the audit, risk and compliance committee. | Against | Not independent – given he was previously the CFO of PIK for 9 years | Pass |
| Annual General Meeting | Ordinary Resolution | 10 | Election of directors | Appointment of Mariam Cassim to the audit, risk and compliance committee. | For | Pass | |
| Annual General Meeting | Ordinary Resolution | 11 | Election of directors | Appointment of James Formby to the audit, risk and compliance committee. | For | Pass | |
| Annual General Meeting | Ordinary Resolution | 12 | Election of directors | Appointment of David Friedland to the audit, risk and compliance committee. | Against | Not independent | Pass |
| Annual General Meeting | Ordinary Resolution | 13 | Election of directors | Appointment of Audrey Mothupi to the audit, risk and compliance committee. | Against | Not independent, over boarded resulting in capacity constraints | Pass |
| Annual General Meeting | Ordinary Resolution | 14 | Issuance of shares | General but restricted authority to issue shares for cash. | Against | Possible dilutionary impact on share issue, coupled with us in principle being against issuing shares at a discount | Pass |
| Annual General Meeting | Other | 1 | Remuneration policy | Non-binding advisory vote - Endorsement of the remuneration policy. | Against | No metrics on targets are given for threshold and stretch, in addition 80% vesting on threshold performance is too high. | Pass |
| Annual General Meeting | Other | 2 | Remuneration policy | Non-binding advisory vote - Endorsement of the implementation of the remuneration policy. | Against | Targets for threshold and stretch are not disclosed. HEPS target not achieved but management still received 40% of STI – not in shareholders best interest to reward underperformance. Targets were not disclosed in advance. | Pass |
| Annual General Meeting | Special Resolution | 1 | Other | Directors fees for the 2024 and 2025 annual financial periods. | For | Pass | |
| Annual General Meeting | Special Resolution | 2 | Dividend related | Provision of financial assistance to related or inter-related parties. | For | Pass | |
| Annual General Meeting | Special Resolution | 3 | Share buy backs | General approval to repurchase Company shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | To appoint Ms B Mathews as a director. | For | Pass | |
| Ordinary Resolution | 2 | Other | To appoint Ms AM Hlobo as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Mr PE Burton as director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Mr AH Sangqu as director. | For | Pass | |
| Ordinary Resolution | 5 | Other | To re-appoint Mr PE Burton as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 6 | Other | To re-appoint Ms ZRP Matsau as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 7 | Other | To re-appoint Mr AH Sangqu as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 8 | Other | To appoint Ms B Mathews as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 9 | Other | To appoint Ms AM Hlobo as a member of the audit committee. | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | To reappoint the auditor, Deloitte and Touche. | For | Pass | |
| Ordinary Resolution | 11 | Issuance of shares | General authority to issue ordinary shares for cash. | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote on PSG Konsults remuneration policy. | Against | There is insufficient disclosure around achieved and proposed targets, which makes it difficult to assess the appropriateness of remuneration | Pass |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on PSG Konsults implementation report on the remuneration policy. | Against | There is insufficient disclosure around achieved and proposed targets, which makes it difficult to assess the appropriateness of remuneration | Pass |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Intercompany financial assistance in terms of section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance for the acquisition of shares in the company or a related or interrelated company according to section 44 of the Companies Act. | Against | The resolution does not exclude directors, and is thus not specific enough to allay our fears around conflict of interest | Pass |
| Special Resolution | 4 | Share buy backs | Share repurchases by PSG Konsult and its subsidiaries. | For | Pass | |
| Special Resolution | 5 | Other | Change of name. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | The reports of the Directors of the Company (the Directors) and the audited accounts of the Company for the year ended 31 March 2023 together with the report of the auditor on those audited accounts be received. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Chris Bowman be elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Caroline Britton be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Mark Cherry be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Kelly Cleveland be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Andrew Coombs be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Joanne Kenrick be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Daniel Kitchen be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | James Peggie be re-elected as a Director of the Company. | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Ernst and Young LLP be reappointed as the auditor of the Company. | For | Pass | |
| Ordinary Resolution | 11 | Auditor remuneration | The Audit Committee be authorised to fix the auditors remuneration. | For | Pass | |
| Ordinary Resolution | 12 | Dividend related | The approval of the payment of an authorised dividend of EUR0.0298 per ordinary share in respect of the six months ended 31 March 2023 (a non-binding endorsement). | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | The Companys Remuneration Policy be approved (a non-binding endorsement). | For | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | The implementation report on the Companys Remuneration Policy be approved (a nonbinding endorsement). | For | Pass | |
| Ordinary Resolution | 15 | Dividend related | Authorisation be given for a scrip dividend scheme for the financial year ending 31 March 2024. | For | Pass | |
| Ordinary Resolution | 16 | Other | The Directors be authorised generally and unconditionally to allot equity securities. | Against | We have concerns around the potential dilution of shareholder interest. | Pass |
| Special Resolution | 1 | Issuance of shares | That the Directors be authorised to issue or sell from treasury shares in the Company as if pre-emption rights did not apply, subject to the limits set out in the resolution. | Against | We have concerns around the potential dilution of shareholder interest. | Pass |
| Special Resolution | 2 | Issuance of shares | That the Directors be authorised to issue or sell from treasury shares in the Company as if pre-emption rights did not apply, solely in connection with an acquisition or other specified capital investment and subject to the limits set out in the resolution. | Against | We have concerns around the potential dilution of shareholder interest. | Pass |
| Special Resolution | 3 | Other | That the Company, or any of its subsidiaries, be authorised to purchase ordinary shares of the Company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Directors remuneration | Remuneration of Non-Executive Directors | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | To receive the report and accounts. | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | To approve the remuneration policy. | For | Pass | |
| Ordinary Resolution | 3 | Remuneration policy | To approve the remuneration report - other than the policy. | For | Pass | |
| Ordinary Resolution | 4 | Dividend related | To declare a final dividend. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To elect Anke Groth as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To elect Saki Macozoma as a director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Svein Richard Brandtzaeg as a director. | Against | Reputational risk given he was CEO of Norsk Hydro at the time of a class action lawsuit against them discharging contaminated water in Brazil | Pass |
| Ordinary Resolution | 8 | Election of directors | To re-elect Sue Clark as a director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Andrew King as a director. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Mike Powell as a director. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Dominique Reiniche as a director. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Dame Angela Strank as a director. | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To re-elect Philip Yea as a director. | Against | Reputational risk given indirect association with Jeffery Epstein through his relationship with Prince Edward. No wrong doing, but unfortunately his reputation has been tainted by association. To risky for being Chairman. | Pass |
| Ordinary Resolution | 14 | Election of directors | To re-elect Stephen Young as a director. | For | Pass | |
| Ordinary Resolution | 15 | Appointment of auditors | To appoint the auditors. | For | Pass | |
| Ordinary Resolution | 16 | Auditor remuneration | To authorise the Audit Committee to determine the auditors remuneration. | For | Pass | |
| Ordinary Resolution | 17 | Other | To authorise the directors to allot relevant securities. | For | Pass | |
| Special Resolution | 1 | Other | To authorise the directors to disapply pre-emption rights. | Against | In principle we are against disapplication of pre-epmtive rights to protect minority interest. | Pass |
| Special Resolution | 2 | Other | To authorise Mondi plc to purchase its own shares. | For | Pass | |
| Special Resolution | 3 | Other | To authorise general meetings to be held on 14 days notice. | For | Pass | |
| Special Resolution | 4 | Other | To authorise general meetings to be held on 14 days notice. | Against | No – Good governance is to keep the meeting period to the prescribed 21day notice period. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Approval to the amendments of the CSP rules - To require that a participant exercises their vested awards before they can be settled and freely disposed of, and for a deemed exercise of a participant vested awards to occur in certain circumstances. | For | Pass | |
| Ordinary Resolution | 2 | Other | Approval to the amendments of the CSP rules - To introduce a discretion on the part of the Remuneration Committee to determine that awards of - good leavers - may not be subject to time pro-rated early vesting and may vest in full in the ordinary course, except in the case of death where they may fully vest on the date of termination of employment. | Against | We are not in favour of accelerated vesting practises | Pass |
| Ordinary Resolution | 3 | Other | Directors authority. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Adoption of 2022 accounts | For | Pass | |
| Ordinary Resolution | 2 | Other | Release from liability | For | Pass | |
| Ordinary Resolution | 3 | Other | Re-election of George Aase | For | Pass | |
| Ordinary Resolution | 4 | Other | Re-election of Antoine Dijkstra | For | Pass | |
| Ordinary Resolution | 5 | Other | Re-election of Andre van der Veer | For | Pass | |
| Ordinary Resolution | 6 | Other | Re-election of Marek Noetzel | For | Pass | |
| Ordinary Resolution | 7 | Directors remuneration | Authorising Directors to determine Non-Executive Directors remuneration | Against | Not sure why shareholders aren’t able to vote on this. Normally disclosed in SA and voted on. | Pass |
| Ordinary Resolution | 8 | Appointment of auditors | Re-appointment of Ernst and Young Accountants LLP as the Auditor | For | Pass | |
| Ordinary Resolution | 9 | Share buy backs | Authority to cancel repurchased shares | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Approval of Remuneration Implementation Report | Against | Disclosure on remuneration improving but not there yet. Require further disclosure on what the STI targets are for each of the KPIs. I would like the detail to better understand whether hurdles are appropriate. | Fail |
| Ordinary Resolution | 11 | Remuneration policy | Approval of Remuneration Policy | Against | Disclosure on remuneration improving but not there yet. Require further disclosure on what the STI targets are for each of the KPIs. I would like the detail to better understand whether hurdles are appropriate. | Pass |
| Special Resolution | 1 | Issuance of shares | General authority to issue shares for cash | Against | At current share prices, this would be a dilutive action. | Pass |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 3 | Other | Amendments to the Articles in order to facilitate settlement of H1 2023 distribution by capital repayment | For | Pass | |
| Special Resolution | 4 | Other | Amendments to the Articles in order to facilitate settlement of H2 2023 distribution by capital repayment | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect/elect directors- Lwazi Bam | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect/elect directors- Ben Kruger | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect/elect directors- Jacko Maree | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect/elect directors- Nomgando Matyumza | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect/elect directors- Nonkululeko Nyembezi | For | Pass | |
| Ordinary Resolution | 6 | Other | To re-elect the audit committee members- Lwazi Bam | For | Pass | |
| Ordinary Resolution | 7 | Other | To re-elect the audit committee members- Trix Kennealy | For | Pass | |
| Ordinary Resolution | 8 | Other | To re-elect the audit committee members- Nomgando Matyumza | For | Pass | |
| Ordinary Resolution | 9 | Other | To re-elect the audit committee members- Martin Oduor-Otieno | For | Pass | |
| Ordinary Resolution | 10 | Other | To re-elect the audit committee members- Atedo Peterside CON | For | With | |
| Ordinary Resolution | 11 | Appointment of auditors | Reappointment of auditors- KPMG Inc. | For | Pass | |
| Ordinary Resolution | 12 | Appointment of auditors | Reappointment of auditors- PricewaterhouseCoopers Inc | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | Place unissued ordinary shares under control of directors | For | Pass | |
| Ordinary Resolution | 14 | Issuance of shares | Place unissued preference shares under control of directors | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory vote- Support the group's remuneration policy | Against | There is a lack of disclosure particularly around how non-financial metrics relate to remuneration outcomes, which makes it difficult to assess the appropriateness of remuneration | Pass |
| Other | 2 | Remuneration policy | Non-binding advisory vote- Endorse the group's remuneration implementation report | Against | There is a lack of disclosure particularly around how non-financial metrics relate to remuneration outcomes, which makes it difficult to assess the appropriateness of remuneration | Pass |
| Special Resolution | 1 | Other | Directors' Fees- Chairman | For | Pass | |
| Special Resolution | 2 | Other | Directors' Fees- Directors | For | Pass | |
| Special Resolution | 3 | Other | Directors' Fees- International directors | For | Pass | |
| Special Resolution | 4 | Other | Directors' Fees- Audit committee Chairman | For | Pass | |
| Special Resolution | 5 | Other | Directors' Fees- Audit committee- Members | For | Pass | |
| Special Resolution | 6 | Other | Directors' Fees- Directors affairs committee Members | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Directors' Fees-Remuneration committee -Chairman | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Directors' Fees- Remuneration committee- Members | For | Pass | |
| Special Resolution | 9 | Other | Directors' Fees- Risk and capital management committee-Chairman | For | Pass | |
| Special Resolution | 10 | Other | Directors' Fees- Risk and capital management committee- Members | For | Pass | |
| Special Resolution | 11 | Other | Directors' Fees- Social and ethics committee- Chairman | For | Pass | |
| Special Resolution | 12 | Other | Directors' Fees- Social and ethics committee- Members | For | Pass | |
| Special Resolution | 13 | Other | Directors' Fees- Information technology committee- Chairman | For | Pass | |
| Special Resolution | 14 | Other | Directors' Fees- Information technology committee- Members | For | Pass | |
| Special Resolution | 15 | Other | Directors' Fees- Model approval committee- Chairman | For | Pass | |
| Special Resolution | 16 | Other | Directors' Fees- Model approval committee- Members | For | Pass | |
| Special Resolution | 17 | Other | Large exposure credit committee - members | For | Pass | |
| Special Resolution | 18 | Other | Ad hoc committee - members | For | Pass | |
| Special Resolution | 19 | Other | Grant: General authority to acquire the company's ordinary shares | For | Pass | |
| Special Resolution | 20 | Other | Grant: General authority to acquire the company's preference shares | For | Pass | |
| Special Resolution | 21 | Dividend related | Approve: Loans or other financial assistance to related or inter-related companies | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To present the Sanlam annual reporting suite, including the consolidated audited financial statements, the joint auditors and Audit committee s and directors reports | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | To reappoint KPMG Inc. as independent joint auditors for the 2023 financial year | For | Pass | |
| Ordinary Resolution | 3 | Appointment of auditors | To reappoint PricewaterhouseCoopers Inc. PwC as independent joint auditors for the 2023 financial year | For | Pass | |
| Ordinary Resolution | 4 | Other | To appoint Thembisa Skweyiya as an independent non executive director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To individually re-elect the following non-executive directors retiring by rotation: E Masilela | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To individually re-elect the following non-executive directors retiring by rotation: AS Birrell | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To individually re-elect the following non-executive directors retiring by rotation: M Mokoka | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To individually re-elect the following non-executive directors retiring by rotation: NAS Kruger | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Heinie Werth as an executive director rotating on a voluntary basis | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To individually elect the following independent non-executive directors as members of the Sanlam Audit Committee: AS Birrell | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To individually elect the following independent non-executive directors as members of the Sanlam Audit Committee: NAS Kruger | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To individually elect the following independent non-executive directors as members of the Sanlam Audit Committee: M Mokoka | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To individually elect the following independent non-executive directors as members of the Sanlam Audit Committee: K Moller | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | To individually elect the following independent non-executive directors as members of the Sanlam Audit Committee: KT Nondumo | For | Pass | |
| Ordinary Resolution | 15 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration Policy | For | Pass | |
| Ordinary Resolution | 16 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration Implementation Report | For | Pass | |
| Ordinary Resolution | 17 | Directors remuneration | To note the total amount of non-executive and executive directors remuneration for the financial year ended 31 December 2022 | For | Pass | |
| Ordinary Resolution | 18 | Issuance of shares | To place unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 19 | Issuance of shares | To approve the general authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 20 | Other | To authorise any director of the company and, where applicable, the secretary of the Company, to implement the aforesaid ordinary and undermentioned special resolutions | For | Pass | |
| Special Resolution | 1 | Directors remuneration | To approve the remuneration of the non-executive directors of the Company for their services as directors for the period 1 July 2023 to 30 June 2024 | For | Pass | |
| Special Resolution | 2 | Other | To give authority to the Company or a subsidiary of the Company to acquire the companys securities | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Companies Act | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 5 | Other | To amend the Companys Memorandum of Incorporation -Directors term of office | For | Pass | |
| Special Resolution | 6 | Other | To amend the Companys Memorandum of Incorporation - Odd-lot offers | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Authority to implement. | For | Pass | |
| Special Resolution | 1 | Issuance of shares | Authority for specific issues of shares for cash. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Authority for financial assistance. | For | Pass | |
| Special Resolution | 3 | Other | Authority for specific repurchases. | For | Pass | |
| Special Resolution | 4 | Other | Section 164.9 revocation. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of Adv OR Mosetlhi as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Ms N Ford-Hoon(Fok) as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Ms SS Mafoyane as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Ms EM Hendricks as an independent non- executive director of the Company | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Ms GZN Khumalo as an independent non-executive director of the Company | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of Ms NNN Radebe as an executive director of the Company | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Ms N Ford-Hoon(Fok) as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Mr GJ Heron as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of Ms SS Mafoyane as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of Ms GZN Khumalo as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | Re-appointment of PwC as independent external auditor | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote - Endorsement of remuneration policy of the Company | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote - Endorsement of the implementation of the remuneration policy of the Company | For | Pass | |
| Ordinary Resolution | 14 | Issuance of shares | To place the unissued authorised ordinary shares under the control of the directors | Against | We don’t ordinarily place shares under control of directors without specific reasons for this. This requests a general authority. | Pass |
| Ordinary Resolution | 15 | Issuance of shares | Specific authority to issue shares to afford shareholders distribution reinvestment alternatives | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | General but restricted authority to issue shares for cash | Against | No property company should be issuing shares for cash when they are trading at a deep discount to NAV. | Pass |
| Ordinary Resolution | 17 | Other | Authorisation of directors and/ or the company secretary | For | Pass | |
| Special Resolution | 1 | Loan/financial assistance | Authorisation to provide financial assistance in terms of sections 44 and 45 of the Act | Against | Request for renewal over two years rather than annually. Financial assistance to directors has potential for conflicts of interest (a historical issue in listed property). | Pass |
| Special Resolution | 2 | Other | Approval of non-executive directors' fees | For | Pass | |
| Special Resolution | 3 | Election of directors | Authority to issue shares to directors who elect to reinvest their distributions under the reinvestment option | For | Pass | |
| Special Resolution | 4 | Share buy backs | General authority to repurchase shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | To re-appoint the Company's joint external auditor to serve until the conclusion of the 2023 financial year audit: KPMG Inc. (KPMG) (designated auditor - Heather Berrange). | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | To re-appoint the Company's joint external auditor to serve until the conclusion of the 2023 financial year audit: PricewaterhouseCoopers Inc. (PwC) (designated auditor -John Bennett). | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Companys Memorandum of Incorporation: Alex Darko as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Company's Memorandum of Incorporation: Francis Okomo-Okello as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Company's Memorandum of Incorporation: Jason Quinn as an executive director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Company's Memorandum of Incorporation: Nonhlanhla Mjoli-Mncube as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Company's Memorandum of Incorporation: Tasneem-Abdool-Samad as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 8 | Other | To re-appoint the members of the Group Audit and Compliance Committee: Alex Darko | For | Pass | |
| Ordinary Resolution | 9 | Other | To re-appoint the members of the Group Audit and Compliance Committee: Daisy Naidoo | For | Pass | |
| Ordinary Resolution | 10 | Other | To re-appoint the members of the Group Audit and Compliance Committee: Rene van Wyk | For | Pass | |
| Ordinary Resolution | 11 | Other | To re-appoint the members of the Group Audit and Compliance Committee: Swithin Munyantwali | For | Pass | |
| Ordinary Resolution | 12 | Other | To re-appoint the members of the Group Audit and Compliance Committee: Tasneem Abdool-Samad | For | Pass | |
| Ordinary Resolution | 13 | Other | To place the authorised but unissued ordinary share capital of the Company under the control of the directors. | For | Pass | |
| Other | 1 | Remuneration policy | To endorse the Company's remuneration policy. | Against | There is a lack of disclosure around STI KPIs and non-financial KPIs – this makes it difficult to assess the appropriateness of remuneration | Pass |
| Other | 2 | Remuneration policy | To endorse the Company's remuneration implementation report. | Against | There is a lack of disclosure around STI KPIs and non-financial KPIs – this makes it difficult to assess the appropriateness of remuneration | Pass |
| Special Resolution | 1 | Directors remuneration | To approve the proposed remuneration of the non-executive directors for their services as directors, payable from 1 June 2023 | For | Pass | |
| Special Resolution | 2 | Share buy backs | To grant a general authority to the directors to approve repurchase of the Company's ordinary shares. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | To grant a general authority to the Company to approve financial assistance in terms of section 45 of the Companies Act No.71 of 2008. | For | Pass | |
| Ordinary Resolution | 1 | Other | Specific Issue (pursuant to paragraph 5.51 (g) of the Listings Requirements). | For | Pass | |
| Ordinary Resolution | 2 | Other | General Authorisation. | For | Pass | |
| Special Resolution | 1 | Other | Increase of Authorised Ordinary Share Capital. | For | Pass | |
| Special Resolution | 2 | Other | Amendments to the Absa MOI. | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | Financial Assistance (pursuant to section 44 of the Companies Act). | For | Pass | |
| Special Resolution | 4 | Issuance of shares | Issue of Absa Shares (pursuant to section 41 of the Companies Act). | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of Mr M Nyati, who was appointed as a director of the company after the last AGM of shareholders. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of Mr AD Mminele, who was appointed as a director of the company after the last AGM of shareholders. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr HR Brody, who is retiring by rotation, as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Mr MH Davis, who is retiring by rotation, as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of Mr EM Kruger, who is retiring by rotation, as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Ms L Makalima, who is retiring by rotation, as a director. | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Reappointment of Deloitte Touche as external auditor. | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Reappointment of Ernst Young as external auditor. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of KPMG in a shadow capacity. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Appointment of the Nedbank Group Audit Committee members: Appointment of KPMG in a shadow capacity. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Appointment of the Nedbank Group Audit Committee members: Election of Mr HR Brody as a member of the Nedbank Group Audit Committee. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Appointment of the Nedbank Group Audit Committee members: Election of Mrs NP Dongwana as a member of the Nedbank Group Audit Committee. | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Appointment of the Nedbank Group Audit Committee members: Election of Mr EM Kruger as a member of the Nedbank Group Audit Committee. | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Appointment of the Nedbank Group Audit Committee members: Election of Ms P Langeni as a member of the Nedbank Group Audit Committee. | For | Please note that we voted for the appointment of P Langeni to the board, but do have some concerns around her potential overboardedness, especially since she has the lowest meeting attendance of the board. We voted for her appointment this time since she only missed one meeting, but will continue to monitor this going forward. If there is a continu | Pass |
| Ordinary Resolution | 15 | Issuance of shares | Placing the authorised but unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 16 | Issuance of shares | Placing the authorised but unissued A non-redeemable, non-cumulative, non-participating, perpetual preference shares under the control of the directors | For | Pass | |
| Other | 1 | Remuneration policy | Advisory endorsement on a non-binding basis of the Nedbank Group Remuneration Policy. | Against | There is insufficient disclosure to link remuneration to performance – particularly around potential outcomes of STI and the scorecard on non-financial metrics in LTI | Pass |
| Other | 2 | Remuneration policy | Advisory endorsement on a non-binding basis of the Nedbank Group Remuneration Implementation Report. | Against | There is insufficient disclosure to link remuneration to performance – particularly around potential outcomes of STI and the scorecard on non-financial metrics in LTI | Pass |
| Special Resolution | 1 | Directors remuneration | Remuneration of the Non-executive Directors: Group Chairperson, all-inclusive fee. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of the Non-executive Directors: Lead Independent Director, additional 40 percent | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of the Non-executive Directors: Nedbank Group board member | For | Pass | |
| Special Resolution | 4 | Other | Committee members fees: Nedbank Group Audit Committee | For | Pass | |
| Special Resolution | 5 | Other | Committee members fees: Nedbank Group Credit Committee | For | Pass | |
| Special Resolution | 6 | Other | Committee members fees: Nedbank Group Directors Affairs Committee | For | Pass | |
| Special Resolution | 7 | Other | Committee members fees: Nedbank Group Information Technology Committee | For | Pass | |
| Special Resolution | 8 | Other | Committee members fees: Nedbank Group Remuneration Committee | For | Pass | |
| Special Resolution | 9 | Other | Committee members fees: Nedbank Group Risk and Capital Management Committee | For | Pass | |
| Special Resolution | 10 | Other | Committee members fees: Nedbank Group Transformation, Social and Ethics Committee | For | Pass | |
| Special Resolution | 11 | Other | Committee members fees: Nedbank Group Climate Resilience Committee | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Remuneration of Non-executive Directors appointed as: Acting Group Chairperson | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Remuneration of Non-executive Directors appointed as: Acting Lead Independent Director | For | Pass | |
| Special Resolution | 14 | Directors remuneration | Remuneration of Non-executive Directors appointed as: Acting Committee Chairperson | For | Pass | |
| Special Resolution | 15 | Share buy backs | General authority to repurchase ordinary shares | For | Pass | |
| Special Resolution | 16 | Dividend related | General authority to provide financial assistance to related and interrelated companies | For | Pass | |
| Special Resolution | 17 | Share option scheme | Amendments to the Rules of the Nedbank Group, 2005, Share Scheme: Replacing Retention Awards with Individual Performance Awards. | For | Pass | |
| Special Resolution | 18 | Dividend related | Amendments to the Rules of the Nedbank Group, 2005, Share Scheme: Amendment of clause 28 dealing with dividends and distributions. | For | Pass | |
| Special Resolution | 19 | Other | Creation of new preference shares | For | Pass | |
| Special Resolution | 20 | Other | Amendment to the MOI incorporating the terms of the A non-redeemable, non-cumulative, non-participating, perpetual preference shares | For | Pass | |
| Ordinary Resolution | 1 | Other | Authority to make and implement the Odd-lot Offer | For | Pass | |
| Ordinary Resolution | 2 | Other | Authority of Directors | For | Pass | |
| Special Resolution | 1 | Share buy backs | Specific authority to repurchase Shares from the Odd-lot Holders | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special Resolution | 1 | Other | Change of Name | For | Pass | |
| Special Resolution | 2 | Other | Amendment of the Company’s Memorandum of Incorporation | For | Pass | |
| Ordinary Resolution | 1 | Other | Authority | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Appointment of auditors | Re-appointment of Independent Auditor and appointment of designated individual audit partner. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of Non-executive Directors - Ms FFT Dludlu (De Buck). | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Non-executive Directors - Ms AM Roets. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Non-executive Directors - Ms PG Sibiya. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of Mr ST Coetzer as a Non-executive Director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Mr KM Kathan as an Executive Director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of Mr H Riemensperger as an Executive Director. | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Audit Committee members - Ms PG Sibiya | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of Audit Committee members - Ms AM Roets. | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of Audit Committee members - Ms FFT Dludlu (De Buck). | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration policy and implementation report - Remuneration policy. | Against | Not enough disclosure on comparative peer group to determine remuneration levels. Insufficient disclosure to determine STI targets and thresholds – should not only be weighted against HEPS. | Pass |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote on the Companys Remuneration policy and implementation report - Implementation of remuneration policy. | Against | Not enough disclosure on comparative peer group to determine remuneration levels. Insufficient disclosure to determine STI targets and thresholds – should not only be weighted against HEPS. | Pass |
| Special Resolution | 1 | Other | Directors fees - Board - Chairman. | For | Pass | |
| Special Resolution | 2 | Other | Directors fees - Board - Non-executive Director. | For | Pass | |
| Special Resolution | 3 | Other | Directors fees - Audit Committee - Chairman. | For | Pass | |
| Special Resolution | 4 | Other | Directors fees - Other Board Committees - Chairman. | For | Pass | |
| Special Resolution | 5 | Other | Directors fees - Audit Committee - Member. | For | Pass | |
| Special Resolution | 6 | Other | Directors fees - Other Board Committees - Member. | For | Pass | |
| Special Resolution | 7 | Other | Directors fees - Meeting attendance fee (including ad hoc meetings). | For | Pass | |
| Special Resolution | 8 | Other | Directors fees - Per-trip allowance. | For | Pass | |
| Special Resolution | 9 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 10 | Dividend related | Financial assistance to related or inter-related company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | To receive the Company's accounts and the reports of the Directors and auditors for the year ended 31 December 2022 | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Kalidas Madhavpeddi as a Director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Gary Nagle as a Director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Peter Coates as a Director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Martin Gilbert as a Director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Gill Marcus as a Director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Cynthia Carroll as a Director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect David Wormsley as a Director. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To elect Liz Hewitt as a Director. | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | To reappoint Deloitte LLP as the Company's auditors to hold office until the conclusion of the next general meeting at which accounts are laid. | For | Pass | |
| Ordinary Resolution | 11 | Auditor remuneration | To authorise the audit committee to fix the remuneration of the auditors. | For | Pass | |
| Ordinary Resolution | 12 | Climate Disclosure | To approve the Company's 2022 Climate Report. | For | Pass | |
| Ordinary Resolution | 13 | Accept Financial Statements and Statutory Reports | To approve the Directors' Remuneration Report as set out in the 2022 Annual Report. | Against | Insufficient disclosure to evaluate performance properly | Pass |
| Ordinary Resolution | 14 | Other | To renew the authority conferred on the directors pursuant to Article 10.2 of the Company's Articles of Association | Against | Seeking authority to issue up to 1/3rd of shares is to high – and could result in potential dilution of existing shareholders | Pass |
| Ordinary Resolution | 15 | Other | Shareholder resolution in respect of the next Climate Action Transition Plan. | For | Fail | |
| Special Resolution | 1 | Other | To approve that the Company's capital contribution reserves (forming part of its share premium account) be reduced and be repaid to shareholders as per the terms set out in the notice of meeting | For | Pass | |
| Special Resolution | 2 | Other | Subject to the passing of resolution 15, to renew the authority conferred on the Directors pursuant to Article 10.3 of the Company's articles of association to allot equity securities for cash for an Allotment Period. | Against | We do not agree with the disapplication of pre-emptive rights as they could prejudice minority shareholders. | Pass |
| Special Resolution | 3 | Other | Subject to the passing of resolution 15, and in addition to any authority granted under resolution 16, to empower the Directors pursuant to Article 10.3 of the Articles to allot equity securities for cash for an Allotment Period | Against | We do not agree with the disapplication of pre-emptive rights | Pass |
| Special Resolution | 4 | Other | To authorise the Company to make market purchases of ordinary Shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors retiring by rotation- CA Carolus | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors retiring by rotation- NL Sowazi | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of member and appointment of Chair of the Audit committee - ZP Zatu Moloi | For | Pass | |
| Ordinary Resolution | 4 | Other | Election of members of the Audit committee- D Malik | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of members of the Audit committee- B Magara | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | Re-appointment of Deloitte and Touche as independent auditors | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-appointment of M Holme as designated audit partner | For | Pass | |
| Ordinary Resolution | 8 | Issuance of shares | General authority to directors to allot and issue ordinary shares | Against | We are concerned this exposes shareholders to the risk of dilution | Pass |
| Ordinary Resolution | 9 | Issuance of shares | General authority to issue ordinary shares for cash | Against | We are concerned this exposes shareholders to the risk of dilution | Fail |
| Other | 1 | Remuneration policy | Non-binding advisory vote- Confirmation of the Group remuneration policy | Against | They do not provide sufficient information to be able to assess whether the remuneration is reasonable or not. While they disclose the metrics they measure management against, there is no detail on what the targets are and how this relates to the outcomes that we saw | Pass |
| Other | 2 | Other | Non-binding advisory vote - Confirmation of the Group implementation report | Against | They do not provide sufficient information to be able to assess whether the remuneration is reasonable or not. While they disclose the metrics they measure management against, there is no detail on what the targets are and how this relates to the outcomes that we saw | Fail |
| Other | 3 | Appointment of auditors | Non-binding advisory vote- Appointment of independent auditor for the financial year ending 31 December 2024 | For | Pass | |
| Special Resolution | 1 | Other | Approval of non-executive directors' fees | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Act | For | Pass | |
| Special Resolution | 3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Act | Against | This authority is broad and there is no explicit commitment to exclude directors or related individuals from the financial assistance. | Pass |
| Special Resolution | 4 | Share buy backs | Repurchase of Grindrod's ordinary shares | For | Pass | |
| Special Resolution | 5 | Other | Replacement of MOI | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements for the period ended 31 December 2022, together with the director's report and independent auditor's report thereon. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect Ms Casey Jorgensen as an independent non-executive director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Ms Catherine McIlraith as a non- executive director | For | Pass | |
| Ordinary Resolution | 4 | Appointment of auditors | To reappoint Ernst & Young Mauritius and Ernst & Young South Africa as auditors | For | Pass | |
| Ordinary Resolution | 5 | Auditor remuneration | To approve the remuneration of the auditors | For | Pass | |
| Ordinary Resolution | 6 | Directors remuneration | To approve the remuneration of non-executive directors | For | Pass | |
| Ordinary Resolution | 7 | Issuance of shares | To authorise the Board to issue shares | For | Pass | |
| Ordinary Resolution | 8 | Issuance of shares | General authority to issue shares for cash | Against | Asking for 50% issue of shares. Way too much without any specific reason. | Pass |
| Ordinary Resolution | 9 | Remuneration policy | To endorse the remuneration policy by way of a non-binding advisory vote | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | To endorse the remuneration implementation report by way of a non- binding advisory vote | For | Pass | |
| Ordinary Resolution | 11 | Other | To authorise any director or the Company Secretary to sign documentation | For | Pass | |
| Special Resolution | 1 | Other | Waiver of pre-emptive rights | For | Pass | |
| Special Resolution | 2 | Share buy backs | Repurchase of shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Resolution to elect and re-elect non-executive and executive directors - Re-election of Mr Zwelibanzi Mntambo as a non-executive director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Resolution to elect and re-elect non-executive and executive directors - Re-election of Ms Chanda Nxumalo as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Resolution to elect and re-elect non-executive and executive directors - Election of Ms Nondumiso Medupe as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 4 | Other | Resolution to elect group Audit committee members - Election of Mr Billy Mawasha as a member of the group Audit committee | For | Pass | |
| Ordinary Resolution | 5 | Other | Resolution to elect group Audit committee members - Election of Ms Nondumiso Medupe as a member of the group Audit Committee | For | Pass | |
| Ordinary Resolution | 6 | Other | Resolution to elect group Audit committee members - Re-election of Ms Chanda Nxumalo as a member of the group Audit committee | For | Pass | |
| Ordinary Resolution | 7 | Other | Resolution to elect group Social, ethics and responsibility committee members - Election of Dr Geraldine Fraser-Moleketi as a member of the group Social, ethics and responsibility committee | For | Pass | |
| Ordinary Resolution | 8 | Other | Resolution to elect group Social, ethics and responsibility committee members - Election of Ms Karin Ireton as a member of the group Social, ethics and responsibility committee | For | Pass | |
| Ordinary Resolution | 9 | Other | Resolution to elect group Social, ethics and responsibility committee members - Election of Ms Likhapha Mbatha as a member of the group Social, ethics and responsibility committee | For | Pass | |
| Ordinary Resolution | 10 | Other | Resolution to elect group Social, ethics and responsibility committee members - Election of Mr Peet Snyders as a member of the group Social, ethics and responsibility committee | For | Pass | |
| Ordinary Resolution | 11 | Other | Resolution to elect group Social, ethics and responsibility committee members - Election of Dr Nombasa Tsengwa as a member of the group Social, ethics and responsibility committee | For | Pass | |
| Ordinary Resolution | 12 | Other | Resolution to elect group Social, ethics and responsibility committee members - Election of Mr Riaan Koppeschaar as a member of the group Social, ethics and responsibility committee | For | Pass | |
| Ordinary Resolution | 13 | Appointment of auditors | Resolution to appoint KPMG Inc. as independent external auditor for the financial year ending 31 December 2023, until the conclusion of the next AGM | For | Pass | |
| Ordinary Resolution | 14 | Issuance of shares | Resolution for a general authority to place authorised but unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 15 | Issuance of shares | Resolution for a general authority to issue shares for cash | For | Pass | |
| Ordinary Resolution | 16 | Other | Resolution to authorise director and/or group company secretary to implement the resolutions set out in the notice convening the AGM | For | Pass | |
| Other | 1 | Remuneration policy | Resolution through non-binding advisory note to approve the Exxaro remuneration policy | For | Pass | |
| Other | 2 | Remuneration policy | Resolution through non-binding advisory note to endorse the implementation of the Exxaro remuneration policy | For | Pass | |
| Special Resolution | 1 | Other | Special 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 | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Special resolution to authorise financial assistance for the subscription of securities | For | Pass | |
| Special Resolution | 3 | Dividend related | Special resolution to authorise financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 4 | Share buy backs | Special resolution for a general authority to repurchase shares | Against | 20% general authority to repurchase shares is too high, not in the best interest of minority shareholders rights. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 2 | Other | To receive the 2022 Report and Accounts | For | Pass | |
| Ordinary Resolution | 3 | Directors remuneration | To approve the Remuneration Report (excluding the Directors’ Remuneration Policy) | Against | Bonus overly high given company performance. | Pass |
| Ordinary Resolution | 4 | Dividend related | To declare a final dividend | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Neeta Atkar as a Director | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Tim Breedon as a Director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Tazim Essani as a Director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Moira Kilcoyne as a Director | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Steven Levin as a Director | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Ruth Markland as a Director | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Paul Matthews as a Director | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect George Reid as a Director | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | To re-elect Chris Samuel as a Director | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | To re-elect Mark Satchel as a Director | For | Pass | |
| Ordinary Resolution | 15 | Appointment of auditors | To re-appoint Pricewaterhouse-Coopers LLP as Auditor of the Company | For | Pass | |
| Ordinary Resolution | 16 | Auditor remuneration | To authorise the Board Audit Committee to determine the remuneration of the Auditor | For | Pass | |
| Ordinary Resolution | 17 | Political donations | To authorise political donations or expenditure by the Company and its subsidiaries | For | Pass | |
| Special Resolution | 1 | Other | To authorise the Company to purchase its own shares | For | Pass | |
| Special Resolution | 2 | Other | To authorise the Company to enter into Contingent Purchase Contracts | For | Pass | |
| Special Resolution | 3 | Other | To amend the Company’s Articles of Association in respect of an Odd-lot Offer | For | Pass | |
| Special Resolution | 4 | Other | To authorise the Directors to implement an Odd-lot Offer | For | Pass | |
| Special Resolution | 5 | Other | To approve a contract to purchase shares in respect of an Odd-lot Offer | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors- Mr AM Ferguson | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors - Mr AH Garner | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - Mr R Gasant | Against | Mr Gasant has been a director since 2010 and thus is no longer independent. | Pass |
| Ordinary Resolution | 4 | Election of directors | Election of a director, Ms GA Doran | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Appointment of Audit and Risk Committee- Mr AM Ferguson | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment of Audit and Risk Committee- Mr AH Garner | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of Audit and Risk Committee- Mr R Gasant | Against | Mr Gasant has been a director since 2010 and thus is no longer independent. | Pass |
| Ordinary Resolution | 8 | Election of directors | Appointment of Audit and Risk Committee- Mr SP Lawson | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of Audit and Risk Committee- Mr JE Tilk | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Re-appointment of PricewaterhouseCoopers Inc. as auditors of the Company | For | Pass | |
| Ordinary Resolution | 11 | Issuance of shares | General authority for directors to allot and issue ordinary shares | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory endorsements of the AngloGold Ashanti - Remuneration policy | For | Pass | |
| Ordinary Resolution | 13 | Other | Non-binding advisory endorsements of the AngloGold Ashanti - implementation report | For | Pass | |
| Ordinary Resolution | 14 | Other | Directors authority to implement special and ordinary resolutions | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors | For | With | |
| Special Resolution | 2 | Other | General authority to acquire the Companys own shares | For | Pass | |
| Special Resolution | 3 | Issuance of shares | General authority for directors to issue for cash, those ordinary shares which the directors are authorised to allot and issue in terms of ordinary resolution 5 | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | General authority to provide financial assistance in terms of Sections 44 and 45 of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 4 | Other | Change to article 19.3 of the articles of association of the Company | For | Pass | |
| Ordinary Resolution | 5 | Other | Management report by the Boar d of Directors on the accounting year ended on 31 December 2022 . | For | Pass | |
| Ordinary Resolution | 6 | Other | Report by the statutory aud audit or on the accounting year ende d on 31 December 2022. | For | Pass | |
| Ordinary Resolution | 7 | Accept Financial Statements and Statutory Reports | Communicat ion of the consolidate d ann annual accounts relating to the accounting year ended on 31 Decem ber 20222022, as well as the management report by the Board of Directors and th the report by the statu statutor y a uditor on the consolida ted annual accounts. | For | Pass | |
| Ordinary Resolution | 8 | Other | Approval of the stat statutory annual accounts | For | Pass | |
| Ordinary Resolution | 9 | Other | Discharge to the directors | For | Pass | |
| Ordinary Resolution | 10 | Other | Discharge to the statutory auditor | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Resignation and Appointment of directors: Dr. Aradhana Sarin | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Resignation and Appointment of directors: Mr. Dirk Van de Put | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Resignation and Appointment of directors: Ms. Lynne Biggar | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Resignation and Appointment of directors: Ms. Sabine Chalmers | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Resignation and Appointment of directors: Mr. Claudio Garcia | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | Resignation and Appointment of directors: Ms. Heloisa Sicupira | For | Pass | |
| Ordinary Resolution | 17 | Election of directors | Resignation and Appointment of directors: Mr. Martin J. Barrington | For | Pass | |
| Ordinary Resolution | 18 | Election of directors | Resignation and Appointment of directors: Mr. Alejandro Santo Domingo | For | Pass | |
| Ordinary Resolution | 19 | Election of directors | Resignation and Appointment of directors: Mr. Salvatore Mancuso | For | Pass | |
| Ordinary Resolution | 20 | Remuneration policy | Remuneration report | Against | 1. Poor disclosure on consultants used , breakdown of salary components as well as KPI's. 2. No disclosure of KPI targets and outcomes, as well as the process used in calculating bonuses. 3. STI is annually paid in cash, which does not align the interest of management with shareholders. 4. EBITDA measure mostly used as KPI, no reference to earnings / EPS growth. 5. KPI limits are too high. 6. Minimum shareholding requirements are too low. | Pass |
| Ordinary Resolution | 21 | Other | Filings:(i) the signing of the restated arti articles of as associ ation and their filings with the clerk’s office of the Ent Enterprise Court of Brussels as a result of the approval of the resolutions referred to in item 1 ab ove, and (ii) any other filings an and publication formalities in relation to the above re solutolutions. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | To receive the Report and Accounts. | For | Pass | |
| Ordinary Resolution | 2 | Dividend related | To declare a final dividend. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To elect Magali Anderson as a director of the Company. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Stuart Chambers as a director of the Company. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Duncan Wanblad as a director of the Company. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Stephen Pearce as a director of the Company. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Ian Ashby as a director of the Company. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Marcelo Bastos as a director of the Company. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | To re-elect Hilary Maxson as a director of the Company. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | To re-elect Hixonia Nyasulu as a director of the Company. | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | To re-elect Nonkululeko Nyembezi as a director of the Company. | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | To re-elect Ian Tyler as a director of the Company. | For | Pass | |
| Ordinary Resolution | 13 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP as auditor of the Company for the ensuing year. | For | Pass | |
| Ordinary Resolution | 14 | Auditor remuneration | To authorise the directors to determine the remuneration of the auditor. | For | Pass | |
| Ordinary Resolution | 15 | Directors remuneration | To approve the remuneration policy contained in the directors remuneration report. | For | Pass | |
| Ordinary Resolution | 16 | Directors remuneration | To approve the implementation report contained in the directors remuneration report. | For | Pass | |
| Ordinary Resolution | 17 | Other | To authorise the directors to allot shares. | For | Pass | |
| Special Resolution | 1 | Other | To disapply pre-emption rights | Against | In principle we don't approve the disapplication of pre-emptive rights to protect minority shareholders | Pass |
| Special Resolution | 2 | Other | To authorise the purchase of own shares | For | Pass | |
| Special Resolution | 3 | Other | To authorise the directors to call general meetings (other than an AGM) on not less than 14 clear days notice. | Against | In line with good corporate governance to keep meeting notices at 21 days | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Receipt of the 2022 Annual Report and Accounts | For | Pass | |
| Ordinary Resolution | 2 | Directors remuneration | Approval of the 2022 Directors remuneration report | Against | There is insufficient disclosure as to the KPIs used to determine executive compensation. Lowering the profit target is at odds with shareholders’ interests | Pass |
| Ordinary Resolution | 3 | Directors remuneration | Approval of the 2022 Directors remuneration report | Against | There is insufficient disclosure as to the KPIs used to determine executive compensation. Lowering the profit target is at odds with shareholders’ interests | Pass |
| Ordinary Resolution | 4 | Directors remuneration | Approval of the 2022 Directors remuneration report | Against | There is insufficient disclosure as to the KPIs used to determine executive compensation. Lowering the profit target is at odds with shareholders’ interests. | Pass |
| Ordinary Resolution | 5 | Directors remuneration | Approval of the 2022 Directors remuneration report | Against | There is insufficient disclosure as to the KPIs used to determine executive compensation. Lowering the profit target is at odds with shareholders’ interests. | Pass |
| Ordinary Resolution | 6 | Appointment of auditors | Reappointment of the Auditors | For | Pass | |
| Ordinary Resolution | 7 | Auditor remuneration | Authority for the Audit Committee to agree the Auditors remuneration | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of Luc Jobin as a Director N | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-election of Jack Bowles as a Director | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Re-election of Tadeu Marroco as a Director | For | Pass | |
| Ordinary Resolution | 11 | Election of directors | Re-election of Kandy Anand as a Director N, R | For | Pass | |
| Ordinary Resolution | 12 | Election of directors | Re-election of Sue Farr as a Director N, R | For | Pass | |
| Ordinary Resolution | 13 | Election of directors | Re-election of Karen Guerra as a Director A, N | For | Pass | |
| Ordinary Resolution | 14 | Election of directors | Re-election of Holly Keller Koeppel as a Director A, N | For | Pass | |
| Ordinary Resolution | 15 | Election of directors | Re-election of Dimitri Panayotopoulos as a Director N, R | For | Pass | |
| Ordinary Resolution | 16 | Election of directors | Re-election of Darrell Thomas as a Director A, N | For | Pass | |
| Ordinary Resolution | 17 | Election of directors | Election of Vronique Laury as a Director A, N | For | Pass | |
| Ordinary Resolution | 18 | Political donations | Authority to make donations to political organisations and to incur political expenditure | For | Pass | |
| Ordinary Resolution | 19 | Other | Renewal of the Directors authority to allot shares | For | Pass | |
| Special Resolution | 1 | Other | Renewal of the Directors authority to disapply pre-emption rights | For | Pass | |
| Special Resolution | 2 | Other | Authority for the Company to purchase its own shares | For | Pass | |
| Special Resolution | 3 | Other | Notice period for General Meetings | Against | The criteria for the specific events has not been properly defined. A reduction in the notice period could reduce decision quality of investors | Pass |
| Special Resolution | 4 | Other | Notice period for General Meetings | Against | The criteria for the specific events has not been properly defined. A reduction in the notice period could reduce decision quality of investors | Pass |
| Special Resolution | 5 | Other | Notice period for General Meetings | Against | The criteria for the specific events has not been properly defined. A reduction in the notice period could reduce decision quality of investors. | Pass |
| Special Resolution | 6 | Other | Notice period for General Meetings | Against | The criteria for the specific events has not been properly defined. A reduction in the notice period could reduce decision quality of investors. | Pass |
| Special Resolution | 7 | Other | Adoption of new Articles of Association | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Other | 1 | Other | Approval of the amendments and termination of the Deposit Agreement, as set out in the Addendum | For | They are seeking to terminate their South African Depositary Receipt programme and list their A shares as a secondary listing on the JSE. The listing of the same instrument across multiple jurisdictions is likely to reduce administrative costs for the company and facilitate easier trading of the company's shares and improve liquidity. Depositary | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of directors who retire by rotation - Re-election of LJ du Preez. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors who retire by rotation - Re-election of P Disberry. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors who retire by rotation - Re-election of LI Mophatlane. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of directors who retire by rotation - Re-election of IM Kirk. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Appointment and re-appointment of the audit and risk committee members - Re-appointment of HH Hickey. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Appointment and re-appointment of the audit and risk committee members - Re-appointment of F Petersen Cook. | Against | F Peterson-Cook has demonstrated an inability to provide robust oversight in a previous appointment at Escap resulting in Escap receiving a fine from the Prudential Authority. This skill is especially required of an audit committee member. | Pass |
| Ordinary Resolution | 7 | Election of directors | Appointment and re-appointment of the audit and risk committee members - Appointment of ZN Malinga. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment and re-appointment of the audit and risk committee members - Appointment of SH Muller. | For | Pass | |
| Ordinary Resolution | 9 | Appointment of auditors | Re-appointment of auditor - Re-appointment of PricewaterhouseCoopers Inc. | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote on Pepkors remuneration policy - Approval of remuneration policy. | Against | LTI limit not disclosed. No advance disclosure for FY23 KPIs. STI financial KPIs are limited to EPS growth which is insufficient. | Pass |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote on Pepkors implementation report on the remuneration policy - Approval of implementation report on remuneration policy. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Remuneration of non-executive directors - Board chair. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Remuneration of non-executive directors - Lead independent director. | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Remuneration of non-executive directors - Board members. | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Remuneration of non-executive directors - Audit and risk committee chair. | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Remuneration of non-executive directors - Audit and risk committee members. | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Remuneration of non-executive directors - Human resources and remuneration committee chair. | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Remuneration of non-executive directors - Human resources and remuneration committee members. | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Remuneration of non-executive directors - Social and ethics committee chair. | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Remuneration of non-executive directors - Social and ethics committee members. | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Remuneration of non-executive directors - Nomination committee members. | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Remuneration of non-executive directors - Investment committee chair. | For | Pass | |
| Special Resolution | 12 | Directors remuneration | Remuneration of non-executive directors - Investment committee members. | For | Pass | |
| Special Resolution | 13 | Directors remuneration | Remuneration of non-executive directors - Director approved by Prudential Authority. | For | Pass | |
| Special Resolution | 14 | Loan/financial assistance | Financial assistance to subsidiary companies - Intercompany financial assistance in terms of section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 15 | Loan/financial assistance | Financial assistance for subscription purchase of securities - 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. | For | Pass | |
| Special Resolution | 16 | Issuance of shares | General authority to repurchase shares - General authority to repurchase shares issued by the company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of Mr S Fifield as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of Ms C Fernandez as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Mr SM Pityana as an independent non-executive director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Mr L Kok as executive director | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of Ms D Radley as a member of the audit committee | Against | Ms Radley faces severe capacity constraints : overboarded | Pass |
| Ordinary Resolution | 6 | Other | Election of Ms L Sennelo as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Mr S Fifield as a member of the audit committee | For | Pass | |
| Ordinary Resolution | 8 | Appointment of auditors | Re-appointment of PwC as independent external auditor | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | Placing the unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 10 | Issuance of shares | General authority to issue shares for cash | Against | Stock is trading at a discount to NAV, would be dilutive | Pass |
| Ordinary Resolution | 11 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the company | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on the implementation of the remuneration policy of the company | For | Pass | |
| Ordinary Resolution | 14 | Other | Authorisation of directors and/or the company secretary | For | Pass | |
| Special Resolution | 1 | Other | Non-executive director fees | For | Pass | |
| Special Resolution | 2 | Share option scheme | Approval for the granting of financial assistance to directors, prescribed officers, and other identified employees as employee share scheme beneficiaries | Against | Disclosure lacking on the reason for the financial assistance to be provided | Pass |
| Special Resolution | 3 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 44 of the Companies Act | For | Pass | |
| Special Resolution | 4 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 45 of the Companies Act | For | Pass | |
| Special Resolution | 5 | Issuance of shares | General authority for a repurchase of shares issued by the company | For | Pass | |
| Ordinary Resolution | 1 | Other | Restructure of the Redefine Empowerment Trust | For | Pass | |
| Ordinary Resolution | 2 | Share option scheme | Amendments to the Redefine Executive Incentive Scheme | Against | Directors have knowingly taken on the associated risk of share scheme loans. Setting precedent of this nature means that shareholders essentially end up footing the bill for their risk and does not support value enhancing actions by management | Pass |
| Ordinary Resolution | 3 | Share option scheme | Further amendment to the Redefine Executive Incentive Scheme | For | Pass | |
| Ordinary Resolution | 4 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 44 of the Companies Act in respect of the restructure of the Redefine Empowerment Trust | For | Pass | |
| Ordinary Resolution | 5 | Share option scheme | Financial assistance in terms of section 45 of the Companies Act in respect of the waiver of the outstanding capital balance of the scheme debt owing on the share purchase scheme shares as set out in the Redefine Executive Incentive Scheme | Against | We do not support resolution 14 and therefore cant support this. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of ZJ Matlala as a director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of BH Azizollahoff as a director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Prof E Links as a director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Y Waja as a director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of SA Halliday as a director. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-election of Z Adams as a director. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-election of ND Khoele as a director. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-election of K Teeroovengadum as a director. | For | Pass | |
| Ordinary Resolution | 9 | Other | Re-election of Z Adams as a member and chairman of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 10 | Other | Re-election of BH Azizollahoff as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 11 | Other | Re-election of ND Khoele as a member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 12 | Appointment of auditors | Re-election of Mazars as independent external auditor and Susan Truter as the designated audit partner of the company. | For | Pass | |
| Ordinary Resolution | 13 | Issuance of shares | General authority to issue shares for cash. | Against | General authority to issue shares of 10% is too high, we prefer it to be 5% or less given risk of impacting minorities, and control. | Pass |
| Ordinary Resolution | 14 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option. | For | Pass | |
| Ordinary Resolution | 15 | Other | To authorise the signature of documentation. | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding advisory - Endorsement of the remuneration policy. | For | Fail | |
| Other | 2 | Remuneration policy | Non-binding advisory - Endorsement of the remuneration implementation report. | For | Fail | |
| Special Resolution | 1 | Dividend related | Financial assistance to related or inter-related companies. | For | Pass | |
| Special Resolution | 2 | Dividend related | Financial assistance for the subscription and or purchase of securities in the company or in related or inter-related companies. | Against | Too broad and general authority requested, would prefer this request to be given on a case by case basis as and when the need arises. | Pass |
| Special Resolution | 3 | Share buy backs | Share repurchases. | Against | 20% share repurchase is to high, risk of impacting rights of minority shareholders if change in control as a result of the purchase, 10% premium is also too high | Pass |
| Special Resolution | 4 | Share buy backs | Share repurchases. | Against | 20% share repurchase is to high, risk of impacting rights of minority shareholders if change in control as a result of the purchase, 10% premium is also too high. | Pass |
| Special Resolution | 5 | Directors remuneration | Approval of non-executive directors remuneration. | For | Pass | |
| Special Resolution | 6 | Issuance of shares | Approval to issue shares in terms of section 41.1 of the Companies Act. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI - Re-election of Mr MA Fallon as a director of Sappi. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI - Re-election of Mr NP Mageza as a director of Sappi. | Against | Not independent by tenure, not independently associated from Vali Moosa | Pass |
| Ordinary Resolution | 3 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI - Re-election of Dr B Mehlomakulu as a director of Sappi. | Against | Possible governance and reputational risks in her past career | Pass |
| Ordinary Resolution | 4 | Election of directors | Re-election of the directors retiring by rotation in terms of Sappis MOI - Re-election of Mr GT Pearce as a director of Sappi. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of directors appointed since the last annual general meeting - Election of Mr LL von Zeuner as a director of Sappi. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of directors appointed since the last annual general meeting - Election of Ms E Istavridis as a director of Sappi. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of directors appointed since the last annual general meeting - Election of Mr NL Sowazi as a director of Sappi. | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Audit and Risk Committee members - Election of Mr NP Mageza as a member and chairperson of the Audit and Risk Committee. | Against | Contravention against King in terms of not being independent. | Pass |
| Ordinary Resolution | 9 | Other | Election of Audit and Risk Committee members - Election of Ms ZN Malinga as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 10 | Other | Election of Audit and Risk Committee members - Election of Dr B Mehlomakulu as a member of the Audit and Risk Committee. | Against | Unnecessary reputation risk with this appointment – her skills are not necessary for an Audit committee role. | Pass |
| Ordinary Resolution | 11 | Other | Election of Audit and Risk Committee members - Election of Mr RJAM Renders as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 12 | Other | Election of Audit and Risk Committee members - Election of Mr LL von Zeuner as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 13 | Other | Election of Audit and Risk Committee members - Election of Ms E Istavridis as a member of the Audit and Risk Committee. | For | Pass | |
| Ordinary Resolution | 14 | Other | Election of Audit and Risk Committee members - Election of Mr NL Sowazi as a member of the Audit and Risk Committee. | Against | Overboarded, faces capacity constraints given the importance of the role | Pass |
| Ordinary Resolution | 15 | Appointment of auditors | Election of Audit and Risk Committee members - Re-appointment of KPMG Inc as auditors of Sappi for the financial year ending 30 September 2023 and until the conclusion of the next annual general meeting of Sappi. | For | Pass | |
| Ordinary Resolution | 16 | Remuneration policy | Election of Audit and Risk Committee members - Non-binding advisory vote - Non-binding endorsement of remuneration policy. | Against | Disclosure lacking on targets as well as metrics, no advance disclosure of financial and non financial KPI’S. | Pass |
| Ordinary Resolution | 17 | Remuneration policy | Election of Audit and Risk Committee members - Non-binding advisory vote - Non-binding endorsement of remuneration implementation report. | For | Pass | |
| Ordinary Resolution | 18 | Other | Authority for directors and Group Company Secretary to sign all documents and do all such things necessary or reasonably desirable for or incidental to the implementation of the above resolutions. | For | Pass | |
| Special Resolution | 1 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 2 | Other | Non-executive directors fees. | For | Pass | |
| Special Resolution | 3 | Dividend related | Loans or other financial assistance to related or inter-related companies and to any person related. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election and election of directors - M Bower. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election and election of directors - B Bulo. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election and election of directors - L Human. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election and election of directors - I Kirk. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election and election of directors - L Stephens. | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | Re-appointment of independent external auditors. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Appointment of Audit Committee members - M Bower. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Appointment of Audit Committee members - B Bulo - chair. | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Appointment of Audit Committee members - T Leoka. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Appointment of Audit Committee members - L Stephens. | For | Pass | |
| Ordinary Resolution | 11 | Other | Signature of documents. | For | Pass | |
| Other | 1 | Remuneration policy | Non-binding resolution number - Approval of the remuneration policy. | Against | Target for 2022 & 2023 set way too low. Mechanism to reward below average performance. CEO base salary is too high relative to sector peers. Excessive bonus receive in 2022 for CEO and CFO. | Pass |
| Other | 2 | Other | Non-binding resolution number - Approval of the implementation report. | Against | Target for 2022 & 2023 set way too low. Mechanism to reward below average performance. CEO base salary is too high relative to sector peers. Excessive bonus receive in 2022 for CEO and CFO. | Pass |
| Special Resolution | 1 | Share buy backs | General authority to repurchase shares. | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Approval of non-executive directors remuneration for the period 1 October 2022 to 30 September 2023. | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance to related and inter-related companies in terms of sections 44 and 45 of the Companies Act. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Other | Annual Report and Accounts | For | Pass | |
| Ordinary Resolution | 2 | Remuneration policy | Annual Report on Remuneration | For | Pass | |
| Ordinary Resolution | 3 | Other | Re-election of Sir Julian Berney Bt. | For | Pass | |
| Ordinary Resolution | 4 | Other | Re-election of Mr Jonathan Thompson | For | Pass | |
| Ordinary Resolution | 5 | Other | Re-election of Mr Mark Patterson | For | Pass | |
| Ordinary Resolution | 6 | Other | Re-election of Mrs Elizabeth Edwards | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Re-appointment of PricewaterhouseCoopers LLP as auditors | For | Pass | |
| Ordinary Resolution | 8 | Auditor remuneration | Authority to determine the auditors’ remuneration | For | Pass | |
| Ordinary Resolution | 9 | Dividend related | Company’s Dividend Policy | For | Pass | |
| Ordinary Resolution | 10 | Other | Authority to allot shares | Against | We don’t encourage issuing shares below NAV. | Pass |
| Special Resolution | 1 | Other | Disapplication of pre-emption rights (special resolution) | Against | We generally don’t vote in favour of waiving our pre-emption rights | Pass |
| Special Resolution | 2 | Other | Authority to purchase own shares (special resolution) | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Consideration and adoption of Annual Financial Statements. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election of directors - Dr T Eloff. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of directors - Mrs AD Cupido. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-appointment of members of the Audit and Risk Management Committee - Mr DJ Fouche. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-appointment of members of the Audit and Risk Management Committee - Mr S Mayet. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-appointment of members of the Audit and Risk Management Committee - Mrs TM Shabangu. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-appointment of members of the Social and Ethics Committee - Mrs T M Shabangu. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-appointment of members of the Social and Ethics Committee - Dr T Eloff - subject to the passing of ordinary resolution 2.1 | For | Pass | |
| Ordinary Resolution | 9 | Election of directors | Re-appointment of members of the Social and Ethics Committee - Mr GD Arnold. | For | Pass | |
| Ordinary Resolution | 10 | Election of directors | Re-appointment of members of the Social and Ethics Committee - Mr LW Hansen - consultant. | For | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | Appointment of the Independent Auditor for 2023. | For | Pass | |
| Ordinary Resolution | 12 | Appointment of auditors | Non-binding advisory vote - Appointment of the Independent Auditor for 2024. | For | Pass | |
| Ordinary Resolution | 13 | Auditor remuneration | Authority for determination of Auditors remuneration. | For | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote - Approval of the Remuneration Policy. | For | Fail | |
| Ordinary Resolution | 15 | Remuneration policy | Non-binding advisory vote - Approval of the implementation of the Remuneration Policy. | For | Fail | |
| Ordinary Resolution | 16 | Other | Signature of documentation. | For | Pass | |
| Special Resolution | 1 | Other | Fees payable to Non-Executive Directors. | For | Pass | |
| Special Resolution | 2 | Dividend related | Authority to provide financial assistance to related and inter-related companies. | For | Pass | |
| Special Resolution | 3 | Share buy backs | General authority to repurchase shares in the Company. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Extraordinary Resolution | 1 | Issuance of shares | General authority to repurchase issued shares | Against | Would normally vote in favour of share repurchase but large non-public shareholders could gain excessive levels of control via this mechanism. | Pass |
| Extraordinary Resolution | 2 | Issuance of shares | General authority to issue shares for cash pursuant to article 3.12.1(e) of the Article of Association. | Against | We don’t grant general authority – prefer specific reasons. | Pass |
| Extraordinary Resolution | 3 | Other | Proposed changes to the Companys Articles of Association. | For | Pass | |
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements for the year ended 30 June 2022 and the Directors report and the independent auditors report | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | To re-appoint PricewaterhouseCoopers Malta (PwC) as the auditor of the Company. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Raluca Buzuleac - Executive Director. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Dan Petrisor - Executive Director. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To re-elect Nadine Bird - Executive Director effective as of 1 February 2023. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | To re-elect Werner Alberts - Independent Non-Executive Director | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | To re-elect Brett Nagle - Independent Non-Executive Director | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | To re-elect Pierre Goosen - Independent Non-Executive Director. | For | Pass | |
| Other | 1 | Other | Advisory, non-binding approval of compensation policy | Against | Debatable as to whether a single metric: Total Annualised Shareholder Return appropriate for LTI. Somewhat out of management control (and can often deviate from true fundamental value at points in time, reflecting some of the short-termism MAS wants to avoid) | Fail |
| Other | 2 | Other | Advisory, non-binding approval of compensation implementation report for Non-Executive Directors. | Against | Mix between fixed base fee and per meeting fee preferrable. | Pass |
| Other | 3 | Other | Advisory, non-binding approval of compensation implementation report for Executive Directors | Against | Shortcomings reflected in the remuneration policy mean that we cannot vote in favour of implementation. No LTI reflected in pay. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Company's MOI: Ms KC Harper | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Company's MOI: Mr VD Kahla | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Company's MOI: Ms GMB Kennealy | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect each by way of a separate vote, the following directors who are required to retire in terms of clause 22.2.1 of the Company's MOI: Mr SA Nkosi | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | To elect Mr HA Rossouw who was appointed as a director in terms of clause 22.4.1 of the Company's MOI with effect from 1 July 2022. | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | To appoint PricewaterhouseCoopers Inc. nominated by the Company's Audit Committee, as independent auditor of the Company and the Group. | For | Pass | |
| Ordinary Resolution | 7 | Other | To elect each by way of a separate vote, the members of the Audit Committee: Ms KC Harper | For | Pass | |
| Ordinary Resolution | 8 | Other | To elect each by way of a separate vote, the members of the Audit Committee: Ms GMB Kennealy | For | Pass | |
| Ordinary Resolution | 9 | Other | To elect each by way of a separate vote, the members of the Audit Committee: Ms NNA Matyumza | For | Pass | |
| Ordinary Resolution | 10 | Other | To elect each by way of a separate vote, the members of the Audit Committee: Mr S Subramoney | For | Pass | |
| Ordinary Resolution | 11 | Other | To elect each by way of a separate vote, the members of the Audit Committee: Mr S Westwell | For | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | To place the authorised but unissued shares in the capital of the Company under the control and authority of directors of the Company and to authorise the directors to allot and issue such shares at such times as the directors may from time to time and in their discretion deem fit. | Against | Dilutionary | Pass |
| Other | 1 | Remuneration policy | To endorse, on a non-binding advisory basis, the Company's remuneration policy. | For | Pass | |
| Other | 2 | Remuneration policy | To endorse, on a non-binding advisory basis, the implementation report of the Company's remuneration policy | For | Pass | |
| Other | 3 | Climate Disclosure | To endorse, on a non-binding advisory basis, the Company's climate change management approach as described more fully in its 2022 Climate Change Report | Against | We agree with JustShare’s comments and were already planning to vote against Sasol’s climate change resolutions. We’ve been keeping track of their progress over time and implementation of their plan. Last year we were comfortable voting for their climate change policy because overall we were encouraged by the improvement in ambition and disclosu | Pass |
| Special Resolution | 1 | Loan/financial assistance | To authorise the Board to approve that financial assistance may be granted by the Company in terms of sections 44 and 45 of the Companies Act. | For | Pass | |
| Special Resolution | 2 | Share buy backs | To authorise the Board to approve the general repurchase by the Company or by any of its subsidiaries, of any of the Companys ordinary shares and or Sasol BEE Ordinary Shares | For | Pass | |
| Special Resolution | 3 | Dividend related | To authorise the Board to approve the purchase by the Company, as part of a general repurchase in accordance with special resolution number 2, of its issued ordinary or Sasol BEE Ordinary Shares from a director and or a prescribed officer of the Company, and or persons related to a director or prescribed officer of the Company | For | Pass | |
| Special Resolution | 4 | Other | To approve the adoption of the Sasol Long-Term Incentive Plan 2022 for the benefit of employees of the Sasol Group. | For | Pass | |
| Special Resolution | 5 | Issuance of shares | To authorise the Board to issue up to 32 000 000 ordinary shares pursuant to the rules of the Sasol Long-Term Incentive Plan 2022 | For | Pass | |
| Special Resolution | 6 | Other | To amend clause 9.1.4 of the Company's Memorandum of Incorporation. | For | Pass | |
| Special Resolution | 7 | Other | To amend the Company's Memorandum of Incorporation to remove obsolete references. | For | Pass | |
| Special Resolution | 8 | Issuance of shares | To authorise the directors to issue shares for cash. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Accept Financial Statements and Statutory Reports | Approval of Annual Financial Statements | For | Pass | |
| Ordinary Resolution | 2 | Appointment of auditors | Reappointment of auditor | Against | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of director - Ms S E N De Bruyn | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of director - Ms M Lubbe | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of director - Mr P J Moleketi | Against | Pass | |
| Ordinary Resolution | 6 | Election of directors | Election of director - Mr M Morobe | Against | Pass | |
| Ordinary Resolution | 7 | Election of directors | Election of director - Mr P J Neethling | Against | Pass | |
| Ordinary Resolution | 8 | Other | Election of member of the Audit and Risk Committee - Ms S E N De Bruyn | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of member of the Audit and Risk Committee - Mr N P Mageza | Against | Pass | |
| Ordinary Resolution | 10 | Other | Election of member of the Audit and Risk Committee - Mr P J Moleketi | Against | Pass | |
| Ordinary Resolution | 11 | Other | Election of member of the Audit and Risk Committee - Mr F Robertson | Against | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | General authority to place 5 percent of the unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote on Remuneration Policy | Against | Pass | |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote on Remuneration Implementation Report | Against | Pass | |
| Special Resolution | 1 | Directors remuneration | Approval of directors' remuneration | Against | Pass | |
| Special Resolution | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special Resolution | 3 | Dividend related | General authority to provide financial assistance for the subscription and/or purchase of securities in the Company or in related or inter-related companies | For | Pass | |
| Special Resolution | 4 | Dividend related | General authority to provide financial assistance to related and inter-related companies and corporations | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Re-election and election of directors: Mr David Cathrall | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Re-election and election of directors: Mr Jack Phalane | For | Pass | |
| Ordinary Resolution | 3 | Appointment of auditors | Appointment of auditors | For | Pass | |
| Ordinary Resolution | 4 | Other | Election of the Group Audit Committee: Mr David Cathrall | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of the Group Audit Committee: Mr Jack Phalane (subject to the passing of Ordinary resolution 1.2) | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of the Group Audit Committee: Ms Pitsi Mnisi | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of the Group Social and Ethics Committee: Ms Pitsi Mnisi | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of the Group Social and Ethics Committee: Mr Simphiwe Mehlomakulu | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of the Group Social and Ethics Committee: Mr Peter Mountford | For | Pass | |
| Ordinary Resolution | 10 | Remuneration policy | Non-binding advisory vote: Endorsement of the Super Group Remuneration Policy | Against | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote: Endorsement of the implementation of the Super Group Remuneration Policy | Against | Pass | |
| Ordinary Resolution | 12 | Issuance of shares | General authority to directors to issue shares for cash | For | Pass | |
| Special Resolution | 1 | Other | Approval of Non-Executive Directors' fees | For | Pass | |
| Special Resolution | 2 | Dividend related | Financial assistance to related or inter-related companies | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance for subscription of securities by related or inter-related entities of the Company | For | Pass | |
| Special Resolution | 4 | Other | Acquisition of securities by the Company and or its subsidiaries | For | Pass | |
| Ordinary Resolution | 1 | Other | Authority to make and implement the Odd-lot Offer to those who do not make an election | For | Pass | |
| Ordinary Resolution | 2 | Other | Authority of Directors | For | Pass | |
| Special Resolution | 1 | Share buy backs | Specific authority to make and implement the Odd-lot Offer and repurchase Shares from the Odd-lot Holders | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of Directors appointed by the Board - Mrs EA Wilton Independent Non-executive Director. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of Directors appointed by the Board - Mr CD Raphiri Independent Non-executive Director. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election - Mr FM Berkeley. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of Non-executive Directors who are to retire at the meeting and hold themselves available for re-election - Mr JA van Wyk. | For | Pass | |
| Ordinary Resolution | 5 | Other | Election of Audit Committee members - Mr M Hamman. | For | Pass | |
| Ordinary Resolution | 6 | Other | Election of Audit Committee members - Mr FM Berkeley subject to the adoption of resolution 1.2.1 | For | Pass | |
| Ordinary Resolution | 7 | Other | Election of Audit Committee members - Mrs KP Lebina. | For | Pass | |
| Ordinary Resolution | 8 | Other | Election of Audit Committee members - Mr AH Sangqu. | For | Pass | |
| Ordinary Resolution | 9 | Other | Election of Audit Committee members - Mr CD Raphiri subject to the adoption of resolution 1.1.2 | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | Re-appointment of EY as external auditor and Ms J Fitton as engagement partner. | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Non-binding advisory vote - Advisory, non-binding approval of remuneration policy. | Against | Disclosure of targets and KPI’s not adequately disclosed. | Pass |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote - Advisory, non-binding approval of remuneration policys implementation. | Against | STI have no performance conditions, LTI KPI’s not fully disclosed | Pass |
| Ordinary Resolution | 13 | Issuance of shares | To place the unissued authorised ordinary shares of the company under the control of the Directors. | Against | In principle we do not agree with the disapplication of pre-emptive rights. | Pass |
| Ordinary Resolution | 14 | Issuance of shares | Specific and exclusive authority to issue ordinary shares to afford shareholders distribution reinvestment alternatives. | For | Pass | |
| Ordinary Resolution | 15 | Issuance of shares | General but restricted authority to issue shares for cash. | Against | We’d prefer specific reasons to be defined for share approval, we also do not agree with the 5% discount. | Pass |
| Ordinary Resolution | 16 | Other | To receive and accept the report of the Social, Ethics and Transformation Committee. | For | Pass | |
| Special Resolution | 1 | Other | Approval of Non-executive Directors fees for financial year ending 30 June 2023. | For | Pass | |
| Special Resolution | 2 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act. | For | Pass | |
| Special Resolution | 3 | Share buy backs | Authority to repurchase ordinary shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | To elect Bongani Nqwababa as a director | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | To elect Martin Prinsloo as a director | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | To re-elect Given Sibiya as a director | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | To re-elect Mavuso Msimang as a director | Against | Pass | |
| Ordinary Resolution | 5 | Other | To re-elect John Wetton as a member of the audit and risk committee | Against | Pass | |
| Ordinary Resolution | 6 | Other | To re-elect Karabo Nondumo as a member of the audit and risk committee | Against | Pass | |
| Ordinary Resolution | 7 | Other | To re-elect Given Sibiya as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 8 | Other | To elect Bongani Nqwababa as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 9 | Other | To elect Martin Prinsloo as a member of the audit and risk committee | For | Pass | |
| Ordinary Resolution | 10 | Appointment of auditors | To reappoint the external auditors | Against | Pass | |
| Ordinary Resolution | 11 | Appointment of auditors | To appoint the external auditors | For | Pass | |
| Ordinary Resolution | 12 | Remuneration policy | Non-binding advisory vote- To approve the remuneration policy | For | Pass | |
| Ordinary Resolution | 13 | Other | Non-binding advisory vote- To approve the implementation report | For | Pass | |
| Ordinary Resolution | 14 | Issuance of shares | To approve a general authority to issue shares for cash | For | Pass | |
| Special Resolution | 1 | Directors remuneration | To pre-approve non-executive directors' remuneration | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 3 | Appointment of auditors | Confirmation of re-appointment of external auditors - Confirmation of the appointment of Ernst and Young, as independent auditors, with Ernest van Rooyen as the engagement partner on the audit. | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Re-election of retiring director -The re-election of Mr P Tredoux who retires by rotation in terms of Attacqs MOI. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Re-election of retiring director - The re-election of Ms IN Mkhari who retires by rotation in terms of Attacqs MOI. | For | Pass | |
| Ordinary Resolution | 6 | Election of directors | Re-appointment to audit and risk committee - Confirmation of the re-appointment of independent non-executive director, Mr AE Swiegers, as member and new chairperson of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 7 | Election of directors | Re-appointment to audit and risk committee - Confirmation of the re-appointment of independent non-executive director, Ms HR El Haimer as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 8 | Election of directors | Re-appointment to audit and risk committee - Confirmation of the re-appointment of independent non-executive director, Mr S Shaw-Taylor as member of the audit and risk committee. | For | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | General authority to place unissued shares under the control of the directors - Place authority for five percent of the issued shares to be placed under the control of the directors. | Against | Don’t support the issue of equity shares when trading at a discount to NAV. | Pass |
| Ordinary Resolution | 10 | Issuance of shares | General authority to issue equity securities for cash - Place authority for five percent of the issued shares to be placed under the control of the directors for cash. | Against | Don’t support the issue of equity shares when trading at a discount to NAV. | Pass |
| Ordinary Resolution | 11 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option - Authorise directors to allot and issue shares for the exclusive purpose of affording shareholders opportunity to reinvest their distributions in new shares. | For | Pass | |
| Ordinary Resolution | 12 | Other | Authorisation to sign documents giving effect to approved resolutions - Authorise any one director or the company secretary to do all things and sign all documents and take all such action as consider necessary to implement the resolutions. | For | Pass | |
| Ordinary Resolution | 13 | Remuneration policy | Non-binding advisory vote to support the remuneration policy Confirm support for the groups remuneration policy. | Against | Don’t support the use of low thresholds as part of targets (e.g. 90% of peer TSR) | Pass |
| Ordinary Resolution | 14 | Remuneration policy | Non-binding advisory vote to support the remuneration implementation report - Confirm support for the groups remuneration implementation policy. | Against | Don’t support the use of low thresholds as part of targets (e.g. 90% of peer TSR) | Pass |
| Special Resolution | 1 | Other | Approval of non-executive directors fees FY2023 - Approve the basis for compensation of non-executive directors and annual fees payable. | For | Pass | |
| Special Resolution | 2 | Dividend related | Financial assistance in terms of section 44 of the Companies Act - Authorise the directors to provide financial assistance to related or inter-related company in terms of section 44. | For | Pass | |
| Special Resolution | 3 | Dividend related | Financial assistance in terms of section 45 of the Companies Act - Authorise the directors to provide financial assistance to related or inter-related company in terms of section 45. | For | Pass | |
| Special Resolution | 4 | Issuance of shares | Allotment and issue of shares to employees of Attacq under the Attacq long-term incentive plan - Authorise the company to allot and issue shares to employees under the long-term incentive plan. | For | Pass | |
| Special Resolution | 5 | Issuance of shares | General authority for an acquisition of shares issued by the company - Authorise directors to approve the repurchase of ordinary shares issued. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 2.a | Election of directors | Re-election of Mr Frank Cooper as a Director | For | Resolution passed | |
| Ordinary | 2.b | Election of directors | Re-election of Dr Ntombifuthi (Futhi) Mtoba as a Director | For | Resolution passed | |
| Ordinary | 3 | Remuneration policy | Adoption of the Remuneration Report | Against | Not enough detail disclosed regarding the discretionary business modifier for the STI – the metrics used for this business modifier as well as the scale of performance against these metrics are not disclosed undermining the link between pay and performance. | Resolution passed |
| Ordinary | 4 | Directors remuneration | Grant of awards to Executive Director | For | Resolution passed | |
| Ordinary | 5 | Climate policy | Advisory vote on Climate Change Action Plan | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary Resolution | 1 | Election of directors | Election of retiring non-executive directors - To elect Mr. S Mayet, who is retiring by rotation in accordance with clause 23.3.2 of the companys Memorandum of Incorporation (MOI), as an independent non-executive director of the company as contemplated in section 68(2)(a) of the Companies Act. | For | Pass | |
| Ordinary Resolution | 2 | Election of directors | Election of retiring non-executive directors - To elect Mr. MJN Njeke, who is retiring by rotation in accordance with clause 23.3.2 of the companys MOI, as an independent non-executive director of the company as contemplated in section 68(2)(a) of the Companies Act. | For | Pass | |
| Ordinary Resolution | 3 | Election of directors | Election of the members of the Audit and Risk Committee - To re-elect by way of separate divisible resolutions the following independent non-executive directors as the Audit and Risk Committee members - Mr. S Mayet (subject to being appointed in accordance with resolution 1.1 above). | For | Pass | |
| Ordinary Resolution | 4 | Election of directors | Election of the members of the Audit and Risk Committee - To re-elect by way of separate divisible resolutions the following independent non-executive directors as the Audit and Risk Committee members - Ms. NB Duker. | For | Pass | |
| Ordinary Resolution | 5 | Election of directors | Election of the members of the Audit and Risk Committee - To re-elect by way of separate divisible resolutions the following independent non-executive directors as the Audit and Risk Committee members - Ms. F Roji. | For | Pass | |
| Ordinary Resolution | 6 | Appointment of auditors | Re-appointment of external auditor - To re-appoint Deloitte and Touche as independent external auditor of the company for the ensuing year (the designated auditor being Ms. Shelly Nelson). | For | Pass | |
| Ordinary Resolution | 7 | Appointment of auditors | Appointment of external auditor - mandatory rotation - To appoint PricewaterhouseCoopers Inc., as the Groups external auditors, with Mr. Thomas Howatt as designated audit partner, for the financial year ending 30 June 2024, replacing Deloitte and Touche after the 30 June 2023 financial year. | For | Pass | |
| Ordinary Resolution | 8 | Issuance of shares | Authority to issue ordinary shares - To approve that the authorised but unissued ordinary shares be and are hereby placed under the control of the directors by way of a general authority, that shall remain valid until the next AGM and the directors authorised, to allot and issue those shares at their discretion. | Against | Pass | |
| Ordinary Resolution | 9 | Issuance of shares | Authority to issue shares for cash - To consider and approve that the directors of the company be and are hereby authorised by way of a general authority, to allot and issue any of the companys unissued shares placed under their control for cash, as they in their discretion may deem fit, without restriction, subject to the provisions of the JSE Listings Requirements. | Against | With | |
| Ordinary Resolution | 10 | Directors remuneration | Confirmation of the Groups remuneration policy - To endorse, by way of a non-binding advisory vote, the Groups remuneration policy (excluding the remuneration of the non-executive directors for their services as directors and members of committees). | For | Pass | |
| Ordinary Resolution | 11 | Remuneration policy | Confirmation of the Groups remuneration implementation report - To endorse, by way of a non-binding advisory vote, the company and Groups remuneration implementation report as set out in the integrated report. | For | Pass | |
| Ordinary Resolution | 12 | Other | Delegation of authority - To authorise any 1 (one) director of the company and or the Company Secretary to do all such things and sign all such documents (including any amendments thereto) as are deemed necessary or advisable to implement the ordinary and special resolutions. | For | Pass | |
| Special Resolution | 1 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R1 106 420) and 1 July 2023 to 30 June 2024 (R1 172 805) - Non-executive directors remuneration - Chairman | For | Pass | |
| Special Resolution | 2 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R553 215) and 1 July 2023 to 30 June 2024 (R586 408) - Non-executive directors remuneration - Deputy Chairman | For | Pass | |
| Special Resolution | 3 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R316 410) and 1 July 2023 to 30 June 2024 (R335 395) - Non-executive directors remuneration - Board Member | For | Pass | |
| Special Resolution | 4 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R201 675) and 1 July 2023 to 30 June 2024 (R213 776) - Non-executive directors remuneration - Asset and Liability Committee chairman | For | Pass | |
| Special Resolution | 5 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R134 265) and 1 July 2023 to 30 June 2024 (R142 321)- Non-executive directors remuneration - Asset and Liability Committee member | For | Pass | |
| Special Resolution | 6 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R417 840) and 1 July 2023 to 30 June 2024 (R442 910) - Non-executive directors remuneration - Audit and Risk Committee chairman | For | Pass | |
| Special Resolution | 7 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R208 920) and 1 July 2023 to 30 June 2024 (R221 455)- Non-executive directors remuneration - Audit and Risk Committee member | For | Pass | |
| Special Resolution | 8 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R150 980) and 1 July 2023 to 30 June 2024 (R160 039) - Non-executive directors remuneration - Remuneration Committee chairman | For | Pass | |
| Special Resolution | 9 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R100 285) and 1 July 2023 to 30 June 2024 (R106 302) - Non-executive directors remuneration - Remuneration Committee member | For | Pass | |
| Special Resolution | 10 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R113 230) and 1 July 2023 to 30 June 2024 (R120 024) - Non-executive directors remuneration - Nomination Committee chairman | For | Pass | |
| Special Resolution | 11 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R75 210) and 1 July 2023 to 30 June 2024 (R79 723) - Non-executive directors remuneration - Nomination Committee member | For | NULL | Pass |
| Special Resolution | 12 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R75 210) and 1 July 2023 to 30 June 2024 (R79 723) - Non-executive directors remuneration - Nomination Committee member | For | NULL | Pass |
| Special Resolution | 13 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R75 210) and 1 July 2023 to 30 June 2024 (R79 723) - Non-executive directors remuneration - Nomination Committee member | For | NULL | Pass |
| Special Resolution | 14 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R75 210) and 1 July 2023 to 30 June 2024 (R79 723) - Non-executive directors remuneration - Nomination Committee member | For | NULL | Pass |
| Special Resolution | 15 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R75 210) and 1 July 2023 to 30 June 2024 (R79 723) - Non-executive directors remuneration - Nomination Committee member | For | NULL | Pass |
| Special Resolution | 16 | Directors remuneration | Non-executive directors remuneration - To approve the proposed fees and remuneration payable to non-executive directors and or pay any fees related thereto and on any other basis as may be recommended by the Remuneration Committee and approved by the board of directors for the period from 1 July 2022 to 30 June 2023 (R75 210) and 1 July 2023 to 30 June 2024 (R79 723) - Non-executive directors remuneration - Nomination Committee member | For | NULL | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 2.a | Election of directors | Re-election of Mr Frank Cooper as a Director | For | Resolution passed | |
| Ordinary | 2.b | Election of directors | Re-election of Dr Ntombifuthi (Futhi) Mtoba as a Director | For | Resolution passed | |
| Ordinary | 3 | Remuneration policy | Adoption of the Remuneration Report | Against | Not enough detail disclosed regarding the discretionary business modifier for the STI – the metrics used for this business modifier as well as the scale of performance against these metrics are not disclosed undermining the link between pay and performance. | Resolution passed |
| Ordinary | 4 | Directors remuneration | Grant of awards to Executive Director | For | Resolution passed | |
| Ordinary | 5 | Climate policy | Advisory vote on Climate Change Action Plan | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1.1 | Election of directors | re-election of Mr JG Smithies as director | For | Resolution passed | |
| Ordinary | 1.2 | Election of directors | re-election of Ms TE Kgosi as director | Against | Resolution passed | |
| Ordinary | 1.3 | Election of directors | re-election of Ms HH Hickey as director | For | Resolution passed | |
| Ordinary | 2 | Appointment of auditors | Appointment of PwC (with the designated external audit partner being Mr AJ Rossouw CA (SA)) as the independent external auditors of the group | For | Resolution passed | |
| Ordinary | 3.1 | Appointment of auditors | election of Ms HH Hickey as member of the audit and risk committee, subject to her re-election as director pursuant to ordinary resolution number 1.3 | For | Resolution passed | |
| Ordinary | 3.2 | Appointment of auditors | election of Dr NY Jekwa as member of the audit and risk committee | For | Resolution passed | |
| Ordinary | 3.3 | Appointment of auditors | election of Mr MH Jonas as member of the audit and risk committee | For | Resolution passed | |
| Ordinary | 4.1 | Remuneration policy | non-binding endorsement of the group’s remuneration policy | Against | Resolution rejected | |
| Ordinary | 4.2 | Remuneration policy | non-binding endorsement of the group’s remuneration implementation report | Against | Resolution rejected | |
| Special | 1 | Directors remuneration | approval of non-executive directors’ fees | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | approval of financial assistance in terms of sections 44 and 45 of the Companies Act | For | Resolution passed | |
| Special | 3 | Share buy backs | approval for general authority to repurchase issued shares | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Appointment of external auditors | For | Resolution passed | |
| Ordinary | 2.1 | Election of directors | Re-election and election of directors: Sydney Mufamadi | For | Resolution passed | |
| Ordinary | 2.2 | Election of directors | Re-election and election of directors: Bernard Swanepoel | For | Resolution passed | |
| Ordinary | 2.3 | Election of directors | Re-election and election of directors: Dawn Earp | For | Resolution passed | |
| Ordinary | 2.4 | Election of directors | Re-election and election of directors: Billy Mawasha | For | Resolution passed | |
| Ordinary | 2.5 | Election of directors | Re-election and election of directors: Mametja Moshe | For | Resolution passed | |
| Ordinary | 3.1 | Appointment of auditors | Appointment of members of audit and risk committee: Dawn Earp | For | Resolution passed | |
| Ordinary | 3.2 | Appointment of auditors | Appointment of members of audit and risk committee: Peter Davey | For | Resolution passed | |
| Ordinary | 3.3 | Appointment of auditors | Appointment of members of audit and risk committee: Ralph Havenstein | For | Resolution passed | |
| Ordinary | 3.4 | Appointment of auditors | Appointment of members of audit and risk committee: Mametja Moshe | For | Resolution passed | |
| Ordinary | 3.5 | Appointment of auditors | Appointment of members of audit and risk committee: Preston Speckmann | For | Resolution passed | |
| Ordinary | 4 | Issuance of shares | General issue of shares for cash | Against | Resolution passed | |
| Ordinary | 5 | Shares under director control | Directors’ authority to implement special and ordinary resolutions | For | Resolution passed | |
| Ordinary | 6.1 | Remuneration policy | Endorsement of the Company’s remuneration policy | Against | Resolution passed | |
| Ordinary | 6.2 | Remuneration policy | Endorsement of the Company’s remuneration implementation report | Against | Resolution passed | |
| Special | 1.1 | Directors remuneration | Remuneration of the chairperson of the Board | For | Resolution passed | |
| Special | 1.2 | Directors remuneration | Remuneration of the lead independent director | For | Resolution passed | |
| Special | 1.3 | Directors remuneration | Remuneration of non-executive directors | For | Resolution passed | |
| Special | 1.4 | Directors remuneration | Remuneration of audit and risk committee chairperson | For | Resolution passed | |
| Special | 1.5 | Directors remuneration | Remuneration of audit and risk committee member | For | Resolution passed | |
| Special | 1.6 | Directors remuneration | Remuneration of social, transformation and remuneration committee chairperson | For | Resolution passed | |
| Special | 1.7 | Directors remuneration | Remuneration of social, transformation and remuneration committee member | For | Resolution passed | |
| Special | 1.8 | Directors remuneration | Remuneration of nomination, governance and ethics committee chairperson | For | Resolution passed | |
| Special | 1.9 | Directors remuneration | Remuneration of nomination, governance and ethics committee member | For | Resolution passed | |
| Special | 1.1 | Directors remuneration | Remuneration of health, safety and environment committee chairperson | For | Resolution passed | |
| Special | 1.11 | Directors remuneration | Remuneration of health, safety and environment committee member | For | Resolution passed | |
| Special | 1.12 | Directors remuneration | Remuneration of strategy and investment committee chairperson | Against | Resolution passed | |
| Special | 1.13 | Directors remuneration | Remuneration of strategy and investment committee member | For | Resolution passed | |
| Special | 1.14 | Directors remuneration | Remuneration for ad hoc meetings fees per additional board or committee meeting | For | Resolution passed | |
| Special | 2 | Share buy backs | Repurchase of Company’s shares by Company or subsidiary | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Other | Adoption of a new MOI | For | Resolution passed | |
| Ordinary | 1 | Other | General Authority | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | To re-elect Hendrik du Toit as a director. | For | Resolution passed | |
| Ordinary | 2 | Election of directors | To re-elect Kim McFarland as a director. | For | Resolution passed | |
| Ordinary | 3 | Election of directors | To re-elect Gareth Penny as a director. | For | Resolution passed | |
| Ordinary | 4 | Election of directors | To re-elect Idoya Basterrechea Aranda as a director. | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To re-elect Colin Keogh as a director. | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To re-elect Busisiwe Mabuza as a director. | For | Resolution passed | |
| Ordinary | 7 | Election of directors | To re-elect Victoria Cochrane as a director. | For | Resolution passed | |
| Ordinary | 8 | Election of directors | To re-elect Khumo Shuenyane as a director | For | Resolution passed | |
| Ordinary | 9 | Directors remuneration | To approve the directors’ remuneration report, for the year ended 31 March 2022. | For | Resolution passed | |
| Ordinary | 10 | Directors remuneration | To approve the directors’ remuneration policy. | For | Resolution passed | |
| Ordinary | 11 | Climate policy | To approve Ninety One’s Climate Strategy. | For | Resolution passed | |
| Ordinary | 12 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements of Ninety One plc for the year ended 31 March 2022, together with the reports of the directors and of the auditor of Ninety One plc. | For | Resolution passed | |
| Ordinary | 13 | Dividend related | Subject to the passing of resolution no 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2022. | For | Resolution passed | |
| Ordinary | 14 | Appointment of auditors | To appoint PricewaterhouseCoopers LLP of 7 More London Riverside, London, SE1 2RT, as auditor of Ninety One plc in place of the retiring auditor to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2023, with the designated audit partner being Allan McGrath. | For | Resolution passed | |
| Ordinary | 15 | Auditor remuneration | To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc’s auditor. | For | Resolution passed | |
| Special | 16 | Shares under director control | Ordinary resolution: Directors’ authority to allot shares and other securities. | For | Resolution passed | |
| Special | 17 | Share buy backs | Special resolution: Authority to purchase own ordinary shares. | For | Resolution passed | |
| Special | 18 | Other | Special Resolution: Consent to short notice. | For | Resolution passed | |
| Ordinary | 19 | Accept Financial Statements and Statutory Reports | To present the audited financial statements of Ninety One Limited for the year ended 31 March 2022, together with the reports of the directors, the auditor, the chair of the Audit and Risk Committee and the chair of the Sustainability, Social and Ethics Committee to the shareholders. | For | Resolution passed | |
| Ordinary | 20 | Dividend related | Subject to the passing of resolution no 13, to declare a final dividend on the ordinary shares for the year ended 31 March 2022. | For | Resolution passed | |
| Ordinary | 21 | Appointment of auditors | To appoint PricewaterhouseCoopers Inc. of 5 Silo Square, V&A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2023, with the designated audit partner being Chantel van den Heever. | For | Resolution passed | |
| Ordinary | 22.i | Appointment of auditors | Election of Audit and Risk Committee members: Victoria Cochrane; | For | Resolution passed | |
| Ordinary | 22.ii | Appointment of auditors | Election of Audit and Risk Committee members: Idoya Basterrechea Aranda; | For | Resolution passed | |
| Ordinary | 22.iii | Appointment of auditors | Election of Audit and Risk Committee members: Colin Keogh. | For | Resolution passed | |
| Special | 23 | Issuance of shares | Authorising the directors to issue up to (i) 5% of the issued ordinary shares; and (ii) 5% plus 154,067 of the issued Special Converting Shares. | For | Resolution passed | |
| Special | 24 | Issuance of shares | General authority to issue ordinary shares for cash. | For | Resolution passed | |
| Special | 25 | Share buy backs | Authority to acquire ordinary shares of Ninety One Limited. | For | Resolution passed | |
| Special | 26 | Loan/financial assistance | Financial Assistance. | For | Resolution passed | |
| Special | 27 | Directors remuneration | Non-executive directors’ remuneration. | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election of directors by way of separate resolutions: Sonja Emilia Ncumisa (Sonja) De Bruyn (50) | For | Resolution passed | |
| Ordinary | 1,2 | Election of directors | Re-election of directors by way of separate resolutions: Per-Erik (Per) Lagerström (58) | For | Resolution passed | |
| Ordinary | 2 | Shares under director control | Place 70 585 161 of the authorised unissued ordinary shares under the control of the directors | For | Resolution passed | |
| Ordinary | 3 | Issuance of shares | General authority to issue ordinary shares for cash | For | Resolution passed | |
| Ordinary | 4 | Appointment of auditors | Approval of reappointment of the auditor | For | Resolution passed | |
| Ordinary | 5,1 | Appointment of auditors | Election of the company’s audit and risk committee members: Sonja Emilia Ncumisa (Sonja) De Bruyn (50) | For | Resolution passed | |
| Ordinary | 5,2 | Appointment of auditors | Election of the company’s audit and risk committee members: Per-Erik (Per) Lagerström (58) | For | Resolution passed | |
| Ordinary | 5,3 | Appointment of auditors | Election of the company’s audit and risk committee members: James Andrew (James) Teeger (55) | For | Resolution passed | |
| Ordinary | 6 | Other | Signing authority | For | Resolution passed | |
| Ordinary | 7,1 | Remuneration policy | Advisory endorsement of the remuneration policy | For | Resolution passed | |
| Ordinary | 7,2 | Remuneration policy | Advisory endorsement of the remuneration implementation report | For | Resolution passed | |
| Special | 1 | Directors remuneration | Approval of non-executive directors’ remuneration with effect from 2022-12-01 | For | Resolution passed | |
| Special | 2 | Share buy backs | General authority to repurchase company shares | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Financial assistance to directors, prescribed officers and employee share scheme beneficiaries | For | Resolution passed | |
| Special | 4 | Loan/financial assistance | Financial assistance to related or inter-related entities | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive the Directors’ and auditor’s reports and the audited financial statements of the Company for the year ended 31 March 2022. | For | Resolution passed | |
| Ordinary | 2 | Directors remuneration | To approve the Directors’ remuneration policy set out on pages 104 - 109 of the Company’s Annual Report 2022. | For | Resolution passed | |
| Ordinary | 3 | Directors remuneration | To approve the Directors’ remuneration implementation report set out on pages 110 - 115 of the Company’s Annual Report 2022. | For | Resolution passed | |
| Ordinary | 4 | Election of directors | To re-elect Richard John Grant as a director of the Company. | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To re-elect Paul Maurice Arenson as a director of the Company. | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To re-elect Julian Roger Carey as a director of the Company. | For | Resolution passed | |
| Ordinary | 7 | Election of directors | To re-elect James Edward Day Beaumont as a director of the Company. | For | Resolution passed | |
| Ordinary | 8 | Election of directors | To re-elect Louisa Mairi Bell as a director of the Company. | For | Resolution passed | |
| Ordinary | 9 | Election of directors | To re-elect Philip John Holland as a director of the Company. | For | Resolution passed | |
| Ordinary | 10 | Election of directors | To re-elect Paul Jerome Miller as a director of the Company. | For | Resolution passed | |
| Ordinary | 11 | Election of directors | To re-elect Richard Sauvan Smith as a director of the Company. | For | Resolution passed | |
| Ordinary | 12 | Election of directors | To re-elect Patricia Anne Watson as a director of the Company. | For | Resolution passed | |
| Ordinary | 13 | Appointment of auditors | To re-appoint BDO LLP as auditor of the Company. | For | Resolution passed | |
| Ordinary | 14 | Appointment of auditors | To authorise the Audit and Risk Committee to determine the remuneration of the auditor. | For | Resolution passed | |
| Special | 15 | Issuance of shares | That the Company be authorised to disapply statutory preemption rights on the allotment of shares. | Against | To protect minority interests we vote against the disapplication of pre-emptive rights. If the company wants to do an acquisition with shares – they should request approval by shareholders on a case by case basis. | Resolution passed |
| Special | 16 | Issuance of shares | That the Company be authorised to disapply statutory preemption rights on the allotment of shares for an acquisition or capital investment. | Against | To protect minority interests we vote against the disapplication of pre-emptive rights. If the company wants to do an acquisition with shares – they should request approval by shareholders on a case by case basis. | Resolution passed |
| Special | 17 | Share buy backs | That the Company be authorised to purchase its own shares. | Against | 10% repurchase is too high for general authority, we prefer a 5% limit. With the company coming to the market for approval of a larger re-purchase. | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Presentation of annual financial statements | For | Resolution passed | |
| Ordinary | 2 | Appointment of auditors | Reappointment of external auditors | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Re-election of Mr M Lewis as a director | Against | Not independent, been on the Board for 33 years | Resolution passed |
| Ordinary | 4 | Election of directors | Re-election of Mr A D Murray as a director | For | Resolution passed | |
| Ordinary | 5 | Election of directors | Re-election of Mr C Coleman as a director | For | Resolution passed | |
| Ordinary | 6 | Election of directors | Re-election of Mr G H Davin as a director | For | Resolution passed | |
| Ordinary | 7 | Appointment of auditors | Election of Mr E Oblowitz as a member of the Audit Committee | Against | Not independent, been on the Board for12 years. | Resolution passed |
| Ordinary | 8 | Appointment of auditors | Election of Ms B L M Makgabo-Fiskerstrand as a member of the Audit Committee | Against | Not independent, been on the Board for 10 years. | Resolution passed |
| Ordinary | 9 | Appointment of auditors | Election of Mr G H Davin as a member of the Audit Committee | For | Resolution passed | |
| Ordinary | 10 | Appointment of auditors | Election of Ms N V Simamane as a member of the Audit Committee | For | Resolution passed | |
| Ordinary | 11 | Appointment of auditors | Election of Mr D Friedland as a member of the Audit Committee | For | Resolution passed | |
| Ordinary | 12 | Remuneration policy | Non-binding advisory vote on remuneration policy | For | Resolution passed | |
| Ordinary | 13 | Remuneration policy | Non-binding advisory vote on remuneration implementation report | For | Resolution passed | |
| Special | 1 | Directors remuneration | Non-executive directors’ remuneration | For | Resolution passed | |
| Special | 2 | Accept Financial Statements and Statutory Reports | Financial assistance to related or interrelated company or corporation | For | Resolution passed | |
| Special | 3 | Share buy backs | General authority to acquire TFG shares | Against | We do not support the company to buy back up to 10% of shares at a 10% premium the last 3 days’ price. No reason exists to buy back shares at such a premium to the market price. | Resolution passed |
| Ordinary | 14 | Other | General authority | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Annual Report | For | Resolution passed | |
| Ordinary | 2 | Dividend related | Appropriation of profits | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Release of the Board of Directors and the Members of the Senior Executive Committee | For | Resolution passed | |
| Ordinary | 4,1 | Election of directors | Designation of a representative of the ‘A’ shareholders for the election to the Board of Directors- Trapani | Against | Conflict of interest | Resolution passed |
| Ordinary | 4,2 | Election of directors | Designation of a representative of the ‘A’ shareholders for the election to the Board of Directors- Luhabe | Against | Not independent, but would support the designation of A shareholder Director | Resolution passed |
| Ordinary | 5,1 | Election of directors | Election of the Board of Directors and its Chairman: Johann Rupert as a member and as Chairman of the Board in the same vote | For | Resolution passed | |
| Ordinary | 5,2 | Election of directors | Election of the Board of Directors and its Chairman: Josua Malherbe | For | Resolution passed | |
| Ordinary | 5,3 | Election of directors | Election of the Board of Directors and its Chairman: Nikesh Arora | For | Resolution passed | |
| Ordinary | 5,4 | Election of directors | Election of the Board of Directors and its Chairman: Clay Brendish | For | Resolution passed | |
| Ordinary | 5,5 | Election of directors | Election of the Board of Directors and its Chairman: Jean-Blaise Eckert | Against | Not independent. | Resolution passed |
| Ordinary | 5,6 | Election of directors | Election of the Board of Directors and its Chairman: Burkhart Grund | For | Resolution passed | |
| Ordinary | 5,7 | Election of directors | Election of the Board of Directors and its Chairman: Keyu Jin | For | Resolution passed | |
| Ordinary | 5,8 | Election of directors | Election of the Board of Directors and its Chairman: Jérôme Lambert | For | Resolution passed | |
| Ordinary | 5,9 | Election of directors | Election of the Board of Directors and its Chairman: Wendy Luhabe | Against | Not independent. | Resolution passed |
| Ordinary | 5,1 | Election of directors | Election of the Board of Directors and its Chairman: Jeff Moss | For | Resolution passed | |
| Ordinary | 5,11 | Election of directors | Election of the Board of Directors and its Chairman: Vesna Nevistic | For | Resolution passed | |
| Ordinary | 5,12 | Election of directors | Election of the Board of Directors and its Chairman: Guillaume Pictet | Against | Not independent. | Resolution passed |
| Ordinary | 5,13 | Election of directors | Election of the Board of Directors and its Chairman: Maria Ramos | Against | Not independent. | Resolution passed |
| Ordinary | 5,14 | Election of directors | Election of the Board of Directors and its Chairman: Anton Rupert | Against | Board size. | Resolution passed |
| Ordinary | 5,15 | Election of directors | Election of the Board of Directors and its Chairman: Patrick Thomas | For | Resolution passed | |
| Ordinary | 5,16 | Election of directors | Election of the Board of Directors and its Chairman: Jasmine Whitbread | For | Resolution passed | |
| Ordinary | 5,17 | Election of directors | Election of the Board of Directors and its Chairman: Francesco Trapani | Against | Conflict of interest | Resolution passed |
| Ordinary | 6,1 | Other | Election of the Compensation Committee: Clay Brendish | For | Resolution passed | |
| Ordinary | 6,2 | Other | Election of the Compensation Committee: Keyu Jin | For | Resolution passed | |
| Ordinary | 6,3 | Other | Election of the Compensation Committee: Guillaume Pictet | Against | Not independent. | Resolution passed |
| Ordinary | 6,4 | Other | Election of the Compensation Committee: Maria Ramos | Against | Not independent. | Resolution passed |
| Ordinary | 7 | Appointment of auditors | Re-election of the Auditor | Against | Rotation needed. | Resolution passed |
| Ordinary | 8 | Other | Re-election of the Independent Representative | For | Resolution passed | |
| Ordinary | 9,1 | Other | Votes on the aggregate amounts of the compensation of the Board of Directors and the Executive Management: Approval of the maximum aggregate amount of compensation of the members of the Board of Directors | For | Resolution passed | |
| Ordinary | 9,2 | Other | Votes on the aggregate amounts of the compensation of the Board of Directors and the Executive Management: Approval of the maximum aggregate amount of fixed compensation of the members of the Senior Executive Committee | For | Resolution passed | |
| Ordinary | 9,3 | Other | Votes on the aggregate amounts of the compensation of the Board of Directors and the Executive Management: Approval of the maximum aggregate amount of variable compensation of the members of the Senior Executive Committee | For | Resolution passed | |
| Ordinary | 10 | Other | Modification of art. 22 of the Company’s Articles of Incorporation | Against | Disclosure. Minority protection. | Resolution passed |
| Ordinary | 11 | Other | Further amendments to art. 22 of the Company’s Articles of Incorporation | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Loan/financial assistance | Financial assistance to related and inter-related companies | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | Financial assistance for subscription of securities | For | Resolution passed | |
| Special | 3,1 | Directors remuneration | Non-excutive director remuneration- Retainer: Non-executive director | For | Resolution passed | |
| Special | 3,2 | Directors remuneration | Non-excutive director remuneration- Retainer: chairman of the board(all-inclusive) | For | Resolution passed | |
| Special | 3,3 | Directors remuneration | Non-excutive director remuneration- Retainer: chairman of the audit and risk committee | For | Resolution passed | |
| Special | 3,4 | Directors remuneration | Non-excutive director remuneration- Retainer: chairman of the social, ethics, and human resources committee | For | Resolution passed | |
| Special | 3,5 | Directors remuneration | Non-excutive director remuneration- Retainer: chairman of the property and investment committee | For | Resolution passed | |
| Special | 3,6 | Directors remuneration | Non-excutive director remuneration- Retainer: Lead independent director | For | Resolution passed | |
| Special | 3,7 | Directors remuneration | Non-excutive director remuneration- Attendence fee: board (except chairman ) | For | Resolution passed | |
| Special | 3,8 | Directors remuneration | Non-excutive director remuneration- Attendence fee: audit and risk committee | For | Resolution passed | |
| Special | 3,9 | Directors remuneration | Non-excutive director remuneration- Attendence fee: social, ethics and human resources committee | For | Resolution passed | |
| Special | 3,1 | Directors remuneration | Non-excutive director remuneration- Attendence fee: property and investment | For | Resolution passed | |
| Special | 4 | Share buy backs | Repurchase of shares | For | Resolution passed | |
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements | For | Resolution passed | |
| Ordinary | 2 | Appointment of auditors | Reappointment of auditors | For | Resolution passed | |
| Ordinary | 3,1 | Election of directors | Re-election of directors: LR Cohen | For | Resolution passed | |
| Ordinary | 3,2 | Election of directors | Re-election of directors: RD Mokate | For | Resolution passed | |
| Ordinary | 3,3 | Election of directors | Re-election of directors: AMSS Mokgabudi | For | Resolution passed | |
| Ordinary | 3,4 | Election of directors | Re-election of directors: LB Ngonyama | For | Resolution passed | |
| Ordinary | 3,5 | Election of directors | Re-election of directors: H Ntene | For | Resolution passed | |
| Ordinary | 4,1 | Appointment of auditors | Election of members to audit and risk committee: RD Mokate | For | Resolution passed | |
| Ordinary | 4,2 | Appointment of auditors | Election of members to audit and risk committee: AMSS Mokgabudi | For | Resolution passed | |
| Ordinary | 4,3 | Appointment of auditors | Election of members to audit and risk committee: B Ngonyama | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | Unissued shares | For | Resolution passed | |
| Ordinary | 6 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | |
| Ordinary | 7,1 | Remuneration policy | Remuneration: policy (advisory vote) | Against | While we take note of the positive changes in targets for the Conditional Share Plan, we do still have some concerns around remuneration. Firstly, the remuneration committee is made up of directors that have been on the board for more than 9 years, where we would prefer this committee to be majority independent. Secondly, there appears to be a large degree of Remco discretion. We’ve seen that through the second CSP allocation of R8million for the CEO, as well as retention-based CSP allocations for senior executives that have no performance conditions. | Resolution passed |
| Ordinary | 7,2 | Remuneration policy | Remuneration: policy implementation (advisory vote) | Against | While we take note of the positive changes in targets for the Conditional Share Plan, we do still have some concerns around remuneration. Firstly, the remuneration committee is made up of directors that have been on the board for more than 9 years, where we would prefer this committee to be majority independent. Secondly, there appears to be a large degree of Remco discretion. We’ve seen that through the second CSP allocation of R8million for the CEO, as well as retention-based CSP allocations for senior executives that have no performance conditions. | Resolution passed |
| Ordinary | 8 | Other | Implementation of resolutions | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 2 | Accept Financial Statements and Statutory Reports | Approval of the statutory financial statements of the Company | For | Resolution passed | |
| Ordinary | 3 | Accept Financial Statements and Statutory Reports | Approval of the consolidated financial statements of the Company | For | Resolution passed | |
| Ordinary | 4 | Dividend related | Approval of the proposed dividend and appropriation of retained earnings of the Company | For | Resolution passed | |
| Ordinary | 5 | Loan/financial assistance | Granting of discharge of liability to the General Partner and all the members of the Board of Overseers for the performance of their duties | For | Resolution passed | |
| Ordinary | 6,1 | Election of directors | Election of the Board of Overseers: Re-election of Mr John Li | For | Resolution passed | |
| Ordinary | 6,2 | Election of directors | Election of the Board of Overseers: Re-election of Mr Yves Prussen | For | Resolution passed | |
| Ordinary | 6,3 | Election of directors | Election of the Board of Overseers: Re-election of Mr Stuart Robertson | For | Resolution passed | |
| Ordinary | 6,4 | Election of directors | Election of the Board of Overseers: Re-election of Mr Stuart Rowlands | For | Resolution passed | |
| Ordinary | 7 | Directors remuneration | To approve the remuneration of the Board of Overseers | For | Resolution passed | |
| Ordinary | 8 | Share buy backs | Authorisation to acquire ordinary shares | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Share buy backs | Repurchase of Preference Shares from Directors or prescribed officers or their related persons in terms of section 48(8)(a) of the Companies Act as a result of the Scheme or the Standby Offer | For | Resolution passed | |
| Special | 2 | Share buy backs | Acquisition of more than 5% of the issued Preference Shares in terms of section 48(8)(b), read with the requirements of sections 114 and 115, of the Companies Act in terms of the Scheme or the Standby Offer | For | Resolution passed | |
| Ordinary | 1 | Shares under director control | Authority granted to Directors | For | Resolution passed | |
| Special | 1 | Share option scheme | Approval of the Scheme | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Acceptance of annual financial statements | For | Resolution passed | |
| Ordinary | 2 | Dividend related | Confirmation and approval of payment of dividends | For | Resolution passed | |
| Ordinary | 3 | Appointment of auditors | Reappointment of PricewaterhouseCoopers Inc. as auditor | For | Resolution passed | |
| Ordinary | 4 | Appointment of auditors | Appointment of Deloitte as auditor | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To confirm the appointment of S Dubey as an independent non-executive director | For | Resolution passed | |
| Ordinary | 6,1 | Election of directors | To re-elect the following directors: D Meyer | Against | Not Independent | Resolution passed |
| Ordinary | 6,2 | Election of directors | To re-elect the following directors: M Girotra | For | Resolution passed | |
| Ordinary | 6,3 | Election of directors | To re-elect the following directors: JP Bekker | For | Resolution passed | |
| Ordinary | 6,4 | Election of directors | To re-elect the following directors: SJZ Pacak | Against | Too many non independent directors | Resolution passed |
| Ordinary | 6,5 | Election of directors | To re-elect the following directors: JDT Stofberg | Against | Too many non independent directors | Resolution passed |
| Ordinary | 7,1 | Appointment of auditors | Appointment of the following audit committee members: M Girotra | For | Resolution passed | |
| Ordinary | 7,2 | Appointment of auditors | Appointment of the following audit committee members: AGZ Kemna | For | Resolution passed | |
| Ordinary | 7,3 | Appointment of auditors | Appointment of the following audit committee members: SJZ Pacak | Against | Not Independent | Resolution passed |
| Ordinary | 8 | Remuneration policy | To endorse the company’s remuneration policy | Against | Should be no KPI for Tencent | Resolution passed |
| Ordinary | 9 | Remuneration policy | To endorse the implementation report of the remuneration report | Against | Disclosure | Resolution passed |
| Ordinary | 10 | Shares under director control | Approval of general authority placing unissued shares under the control of the directors | Against | Poor capital allocation | Resolution passed |
| Ordinary | 11 | Issuance of shares | Approval of general issue of shares for cash | Against | Dilutive | Resolution passed |
| Ordinary | 12 | Other | Authorisation to implement all resolutions adopted at the annual general meeting | For | Resolution passed | |
| Special | 1,1 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Board: Chair | For | Resolution passed | |
| Special | 1,2 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Board: Member | For | Resolution passed | |
| Special | 1,3 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Audit committee: Chair | For | Resolution passed | |
| Special | 1,4 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Audit committee: Member | For | Resolution passed | |
| Special | 1,5 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Risk committee: Chair | For | Resolution passed | |
| Special | 1,6 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Risk committee: Member | For | Resolution passed | |
| Special | 1,7 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Human resources and remuneration committee: Chair | For | Resolution passed | |
| Special | 1,8 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Human resources and remuneration committee: Member | For | Resolution passed | |
| Special | 1,9 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Nominations committee: Chair | For | Resolution passed | |
| Special | 1,1 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Nominations committee: Member | For | Resolution passed | |
| Special | 1,11 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Social, ethics and sustainability committee: Chair | For | Resolution passed | |
| Special | 1,12 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Social, ethics and sustainability committee: Member | For | Resolution passed | |
| Special | 1,13 | Remuneration policy | Approval of the remuneration of the non-executive directors for financial year 31 March 2024: Trustees of group share schemes/other personnel funds | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 44 of the Act | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 45 of the Act | For | Resolution passed | |
| Special | 4 | Share buy backs | General authority for the company or its subsidiaries to acquire N ordinary shares in the company | For | Resolution passed | |
| Special | 5 | Share buy backs | Granting the specific repurchase authorisation | For | Resolution passed | |
| Special | 6 | Share buy backs | General authority for the company or its subsidiaries to acquire A ordinary shares in the company | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of the annual financial statements | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | Re-election of directors retiring by rotation: Stewart Cohen | For | Resolution passed | |
| Ordinary | 2,2 | Election of directors | Re-election of directors retiring by rotation: Keith Getz | For | Resolution passed | |
| Ordinary | 2,3 | Election of directors | Re-election of directors retiring by rotation: Mmaboshadi Chauke | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Confirmation of appointment of Steve Ellis as non-executive director | For | Resolution passed | |
| Ordinary | 4 | Appointment of auditors | Election of independent auditor | Against | EY been auditor for 40 years. Not independent | Resolution passed |
| Ordinary | 5,1 | Appointment of auditors | Election of members of the audit and compliance committee: Daisy Naidoo | Against | Not independent of the companym, been on the board for 10 years | Resolution passed |
| Ordinary | 5,2 | Appointment of auditors | Election of members of the audit and compliance committee: Mark Bowman | For | Resolution passed | |
| Ordinary | 5,3 | Appointment of auditors | Election of members of the audit and compliance committee: Mmaboshadi Chauke | For | Resolution passed | |
| Ordinary | 6 | Remuneration policy | Non-binding advisory vote on the remuneration policy | Against | No info on the remuneration benchmarking. Not well aligned to strategy . Remuneration too skewed to variable pay. Targets are too narrow, not enough performance conditions for LTI. | Resolution passed |
| Ordinary | 7 | Remuneration policy | Non-binding advisory vote on the remuneration implementation report | Against | No info on the remuneration benchmarking. Not well aligned to strategy . Remuneration too skewed to variable pay. Targets are too narrow, not enough performance conditions for LTI. | Resolution passed |
| Ordinary | 8 | Other | Adoption of the SETS committee report | For | Resolution passed | |
| Ordinary | 9 | Other | Signature of documents | For | Resolution passed | |
| Ordinary | 10 | Issuance of shares | Control of unissued shares (excluding issues for cash) | Against | 10% of shares are too high. | Resolution passed |
| Ordinary | 11 | Issuance of shares | General issue of shares for cash | Against | We don’t support general authority above 5%. | Resolution passed |
| Ordinary | 1,1 | Directors remuneration | Non-executive director remuneration: Independent non-executive chair of the board R1867122 | For | Resolution passed | |
| Ordinary | 1,2 | Directors remuneration | Non-executive director remuneration: Honorary chair of the board R908776 | For | Resolution passed | |
| Ordinary | 1,3 | Directors remuneration | Non-executive director remuneration: Lead independent director of the board R631047 | For | Resolution passed | |
| Ordinary | 1,4 | Directors remuneration | Non-executive director remuneration: Non-executive directors R430303 | For | Resolution passed | |
| Ordinary | 1,5 | Directors remuneration | Non-executive director remuneration: Audit and compliance committee chair R346318 | For | Resolution passed | |
| Ordinary | 1,6 | Directors remuneration | Non-executive director remuneration: Audit and compliance committee members R169539 | For | Resolution passed | |
| Ordinary | 1,7 | Directors remuneration | Non-executive director remuneration: Remuneration and nominations committee chair R227695 | For | Resolution passed | |
| Ordinary | 1,8 | Directors remuneration | Non-executive director remuneration: Remuneration and nominations committee members R113449 | For | Resolution passed | |
| Ordinary | 1,9 | Directors remuneration | Non-executive director remuneration: Social, ethics, transformation and sustainability committee chair R188140 | For | Resolution passed | |
| Ordinary | 1,1 | Directors remuneration | Non-executive director remuneration: Social, ethics, transformation and sustainability committee members R109964 | For | Resolution passed | |
| Ordinary | 1,11 | Directors remuneration | Non-executive director remuneration: Risk and IT committee members R137441 | For | Resolution passed | |
| Ordinary | 1,12 | Directors remuneration | Non-executive director remuneration:Risk and IT committee - IT specialist R310250 | For | Resolution passed | |
| Ordinary | 2 | Share buy backs | General authority to repurchase shares | For | Resolution passed | |
| Ordinary | 3 | Loan/financial assistance | Financial assistance to related or inter-related companies | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To discuss the Annual report | For | Resolution passed | |
| Ordinary | 2 | Directors remuneration | To approve the directors, remuneration report | Against | Disclosure still needs approving | Resolution passed |
| Ordinary | 3 | Accept Financial Statements and Statutory Reports | To adopt the annual accounts for the financial year ended 31 March 2022 | For | Resolution passed | |
| Ordinary | 4 | Accept Financial Statements and Statutory Reports | To make a distribution in relation to the financial year ended 31 March 2022 | For | Resolution passed | |
| Ordinary | 5 | Other | To discharge the executive directors from liability | For | Resolution passed | |
| Ordinary | 6 | Other | To discharge the non-executive directors from liability | For | Resolution passed | |
| Ordinary | 7 | Remuneration policy | To adopt the remuneration policy of the executive and non-executive directors | Against | Disclosure.Short-term incentives should not have any Tencent link. | Resolution passed |
| Ordinary | 8 | Election of directors | To appoint Mrs Sharmistha Dubey as a non-executive director | For | Resolution passed | |
| Ordinary | 9,1 | Election of directors | To reappoint the following non-executive directors: Mr JP Bekker | For | Resolution passed | |
| Ordinary | 9,2 | Election of directors | To reappoint the following non-executive directors: Prof D Meyer | Against | Inefficient independence on the board | Resolution passed |
| Ordinary | 9,3 | Election of directors | To reappoint the following non-executive directors: Mr SJZ Pacak | Against | Inefficient independence on the board | Resolution passed |
| Ordinary | 9,4 | Election of directors | To reappoint the following non-executive directors: Mr JDT Stofberg | Against | Inefficient independence on the board | Resolution passed |
| Ordinary | 10 | Appointment of auditors | To appoint Deloitte,Accountants BV as the auditor charged with the auditing of the annual accounts for the year ending 31 March 2024 | For | Resolution passed | |
| Ordinary | 11 | Issuance of shares | To designate the board of directors as the Company body to issue shares | Against | Too dilutive | Resolution passed |
| Ordinary | 12 | Share buy backs | To authorise the board of directors to resolve that the Company acquires shares in its own capital | For | Resolution passed | |
| Ordinary | 13 | Issuance of shares | To reduce the share capital by cancelling own shares | For | Resolution passed | |
| Ordinary | 14 | Other | Voting results | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Issuance of shares | Approval of the Proposed Disposal | For | Resolution passed | |
| Ordinary | 2 | Other | Ratification of Board approval | For | Resolution passed | |
| Ordinary | 3 | Other | Authority to give effect to resolutions | For | Resolution passed | |
| Ordinary | 1 | Issuance of shares | Grindrod Preference Shares: Approval of the Proposed Disposal | For | Resolution passed | |
| Ordinary | 2 | Other | Grindrod Preference Shares: Ratification of Board approval | For | Resolution passed | |
| Ordinary | 3 | Other | Grindrod Preference Shares: Authority to give effect to resolutions | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Issuance of shares | Approval of the Disposal in terms of the Companies Act and the JSE Listings requirements | For | Resolution passed | |
| Special | 2 | Issuance of shares | Revocation of special resolution number 1 if the Disposal is not proceeded with. | For | Resolution passed | |
| Ordinary | 1 | Shares under director control | Granting of Directors' authority | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Directors remuneration | Non-executive director remuneration | For | Resolution passed | |
| Special | 2 | Share buy backs | General approval to repurchase shares | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act to related and inter-relatedparties | For | Resolution passed | |
| Special | 4 | Loan/financial assistance | Financial assistance in terms of section 44 of the Companies Act | For | Resolution passed | |
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements | For | Resolution passed | |
| Ordinary | 2 | Appointment of auditors | Re-appointment of auditors | For | Resolution passed | |
| Ordinary | 3,1 | Election of directors | Re-election of directors: Mustaq Brey | For | Resolution passed | |
| Ordinary | 3,2 | Election of directors | Re-election of directors: Eunice Cross | For | Resolution passed | |
| Ordinary | 3,3 | Election of directors | Re-election of directors: Keabetswe Ntuli | For | Resolution passed | |
| Ordinary | 4 | Election of directors | Appointment of Ndabezinhle Mkize as a director | For | Resolution passed | |
| Ordinary | 5,1 | Appointment of auditors | Re-election of members of the Audit Committee: Ruth Benjamin-Swales | For | Resolution passed | |
| Ordinary | 5,2 | Appointment of auditors | Re-election of members of the Audit Committee: Mustaq Brey | For | Resolution passed | |
| Ordinary | 5,3 | Appointment of auditors | Re-election of members of the Audit Committee: RKeabetswe Ntuli | For | Resolution passed | |
| Ordinary | 5,4 | Appointment of auditors | Re-election of members of the Audit Committee: Doug Murray | For | Resolution passed | |
| Ordinary | 6 | Other | The report of the Social, Ethics and Transformation Committee | For | Resolution passed | |
| Ordinary | 7 | Shares under director control | Unissued shares under control of directors | For | Resolution passed | |
| Ordinary | 8 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | |
| Ordinary | 9 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Resolution passed | |
| Ordinary | 10 | Other | Implementation of resolutions | For | Resolution passed | |
| Special | 1 | Remuneration policy | Endorsement of Remuneration Policy | For | Resolution passed | |
| Special | 2 | Remuneration policy | Endorsement of Remuneration Implementation Report | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Issuance of shares | Authority for specific issues of shares for cash | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | Authority for financial assistance | For | Resolution passed | |
| Special | 3 | Share buy backs | Authority for future specific repurchases | For | Resolution passed | |
| Ordinary | 4 | Other | Authorisation to implement | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | To re-elect Henrietta Caroline Baldock as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 2 | Election of directors | To re-elect Zarina Bibi Mahomed Bassa as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 3 | Election of directors | To re-elect Philip Alan Hourquebie as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 4 | Election of directors | To re-elect Stephen Koseff as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To re-elect Nicola Newton-King as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To re-elect Jasandra Nyker as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 7 | Election of directors | To re-elect Nishlan Andre Samujhi as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 8 | Election of directors | To re-elect Khumo Lesego Shuenyane as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 9 | Election of directors | To elect Philisiwe Gugulethu Sibiya as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 10 | Election of directors | To re-elect Brian David Stevenson as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 11 | Election of directors | To re-elect Fani Titi as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 12 | Election of directors | To re-elect Richard John Wainright as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 13 | Election of directors | To re-elect James Kieran Colum Whelan as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 14 | Election of directors | To elect Vanessa Olver as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 15 | Directors remuneration | To approve the dual listed companies’ (DLC) Directors’ Remuneration Report, including the implementation report, (other than the part containing the Directors’ Remuneration Policy) for the year ended 31 March 2022 | For | Resolution passed | |
| Ordinary | 16 | Directors remuneration | To approve an amendment to the DLC Directors’ Remuneration Policy | For | Resolution passed | |
| Ordinary | 17 | Directors remuneration | To approve the DLC Directors’ Remuneration Policy | For | Resolution passed | |
| Ordinary | 18 | Other | Authority to take action in respect of the resolutions | For | Resolution passed | |
| Ordinary | 19 | Accept Financial Statements and Statutory Reports | To present the consolidated audited financial statements of Investec Limited for the year ended 31 March 2022, together with the reports of the directors, the auditors, the Chair of the DLC Audit Committee and the Chair of the DLC Social and Ethics Committee | Non-Voting | Resolution passed | |
| Ordinary | 20 | Dividend related | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the six-month period ended 30 September 2021 | For | Resolution passed | |
| Ordinary | 21 | Dividend related | To sanction the interim dividend paid on the SA DAS share in Investec Limited for the six- month period ended 30 September 2021 | For | Resolution passed | |
| Ordinary | 22 | Dividend related | To declare a final dividend on the ordinary shares and the dividend access (South African Resident) redeemable preference share (SA DAS share) in Investec Limited for the year ended 31 March 2022 | For | Resolution passed | |
| Ordinary | 23 | Appointment of auditors | To re-appoint Ernst & Young Inc. as joint auditors of Investec Limited | For | Resolution passed | |
| Ordinary | 24 | Appointment of auditors | To re-appoint KPMG Inc. as joint auditors of Investec Limited | For | Resolution passed | |
| Ordinary | 25 | Appointment of auditors | To appoint PwC Inc. in a shadow capacity | For | Resolution passed | |
| Ordinary | 26 | Shares under director control | Directors’ authority to issue the unissued variable rate, redeemable, cumulative preference shares; the unissued non-redeemable, non-cumulative, non-participating preference shares (perpetual preference shares); the unissued non-redeemable, non-cumulative, non-participating preference shares (non-redeemable programme preference shares); and the redeemable, non-participating preference shares (redeemable programme preference shares) | For | Resolution passed | |
| Ordinary | 27 | Shares under director control | Directors’ authority to issue the unissued special convertible redeemable preference shares | For | Resolution passed | |
| Special | 28 | Shares under director control | Special resolution No 1: Directors’ authority to acquire ordinary shares | For | Resolution passed | |
| Special | 29 | Shares under director control | Special resolution No 2: Directors’ authority to acquire any redeemable, nonparticipating preference shares and non-redeemable, non-cumulative, nonparticipating preference shares | For | Resolution passed | |
| Special | 30 | Loan/financial assistance | Special resolution No 3: Financial assistance | For | Resolution passed | |
| Special | 31 | Directors remuneration | Special resolution No 4: Non-executive Directors’ remuneration | For | Resolution passed | |
| Special | 32 | Other | Special Resolution No 5: Amendment to the Investec Limited Memorandum of Incorporation | For | Resolution passed | |
| Special | 33 | Accept Financial Statements and Statutory Reports | To receive the consolidated audited financial statements of Investec plc for the year ended 31 March 2022, together with the reports of the directors and the auditors | For | Resolution passed | |
| Special | 34 | Dividend related | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec for the six-month period ended 30 September 2021 | For | Resolution passed | |
| Special | 35 | Dividend related | To declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2022 | For | Resolution passed | |
| Special | 36 | Appointment of auditors | To re-appoint Ernst & Young LLP as auditors of Investec plc | For | Resolution passed | |
| Special | 37 | Appointment of auditors | To authorise the Investec plc Audit Committee to set the remuneration of the company’s auditors | For | Resolution passed | |
| Special | 38 | Political donations | Political donations | For | Resolution passed | |
| Special | 39 | Issuance of shares | Directors’ authority to allot shares and other securities | For | Resolution passed | |
| Special | 40 | Share buy backs | Directors’ authority to purchase ordinary shares | For | Resolution passed | |
| Special | 41 | Share buy backs | Directors' authority to purchase preference shares | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Accept Financial Statements and Statutory Reports | To adapt the 2022 annual financial statements | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | To re-elect Mr Gert J Coffee as a director | For | Resolution passed | |
| Ordinary | 3,1 | Election of directors | To re-elect Ms Sisanda Tuku as a director | For | Resolution passed | |
| Ordinary | 3,2 | Election of directors | To re-elect Mr Marthinus G Odendaal as a director | For | Resolution passed | |
| Ordinary | 4,1 | Appointment of auditors | To re-appoint Mr Loyiso Dotwana as a member of the Audit & Risk Committee | For | Resolution passed | |
| Ordinary | 4,2 | Appointment of auditors | To re-appoint Mr Francois M Louw as a member of the Audit & Risk Committee | For | Resolution passed | |
| Ordinary | 4,3 | Appointment of auditors | To re-appoint Mr Jacobus F van der Merwe as a member of the Audit & Risk Committee | For | Resolution passed | |
| Ordinary | 4,4 | Appointment of auditors | To appoint Ms Sisanda Tuku as a member of the Audit & Risk Committee | For | Resolution passed | |
| Ordinary | 5,1 | Appointment of auditors | To appoint PricewaterhouseCoopers Inc as a auditor | For | Resolution passed | |
| Ordinary | 6,1 | Auditor remuneration | Non-binding endorsement of Afrimat's remuneration policy | Against | There is insufficient disclosure as to the KPIs attached to the award of Forfeitable Shares. The singular KPI attached to the award of Share Appreciation Rights (SARs) is growth in Headline Earnings Per Share (HEPS). We deem the use of one financial KPI in the award of as insufficient and would rather see an inclusion of a return based metric and other non financial metrics which align management with shareholders and stakeholders’ interests. The implementation Report does not disclose enough with regards to the weighting of Short Term Incentive compensation KPI weightings nor does it address any of the above issues. | Resolution passed |
| Ordinary | 7,1 | Auditor remuneration | Non-binding endorsement of Afrimat's implementaion report on the remuneration policy | Against | There is insufficient disclosure as to the KPIs attached to the award of Forfeitable Shares. The singular KPI attached to the award of Share Appreciation Rights (SARs) is growth in Headline Earnings Per Share (HEPS). We deem the use of one financial KPI in the award of as insufficient and would rather see an inclusion of a return based metric and other non financial metrics which align management with shareholders and stakeholders’ interests. The implementation Report does not disclose enough with regards to the weighting of Short Term Incentive compensation KPI weightings nor does it address any of the above issues. | Resolution passed |
| Ordinary | 8,1 | Other | To authorise the directors or the company secretary to sign documentation | For | Resolution passed | |
| Ordinary | 9,1 | Shares under director control | To place unissued shares under directors' control | Against | Placing all unissued shares in director’s control could and tacitly approving issuance of unissued share capital could result in a material amount of shareholder dilution. Management proposes a maximum issuance authority of 30% of issued share capital, we are of the opinion that this would be at odds to existing shareholder interests. | Resolution passed |
| Ordinary | 9,2 | Issuance of shares | General authority to issue ordinary shares for cash. | Against | Placing all unissued shares in director’s control could and tacitly approving issuance of unissued share capital could result in a material amount of shareholder dilution. Management proposes a maximum issuance authority of 30% of issued share capital, we are of the opinion that this would be at odds to existing shareholder interests. | Resolution passed |
| Ordinary | 10,1 | Share option scheme | Approval of the amendment of the Afrimat Limited Fortfeitable Share Plan | For | Resolution passed | |
| Ordinary | 11,1 | Share option scheme | Approval of the amendment of the Afrimat Limited Fortfeitable Share Appreciation Right Plan | For | Resolution passed | |
| Special | 12,1 | Remuneration policy | Remuneration of Chairman of the Board | For | Resolution passed | |
| Special | 12,2 | Remuneration policy | Remuneration of Deputy Chairman of the Board | For | Resolution passed | |
| Special | 12,3 | Remuneration policy | Remuneration of non-executive directors | For | Resolution passed | |
| Special | 12,4 | Remuneration policy | Remuneration of Chairman of the Audit & Risk Committee | For | Resolution passed | |
| Special | 12,5 | Remuneration policy | Remuneration of the Audit & Risk Committee members | For | Resolution passed | |
| Special | 12,6 | Remuneration policy | Remuneration of Chairman of the Remuneration Committee | For | Resolution passed | |
| Special | 12,7 | Remuneration policy | Remuneration of Chairman of the Nominations Committee | For | Resolution passed | |
| Special | 12,8 | Remuneration policy | Remuneration of the Remuneration & Nominations Committee members | For | Resolution passed | |
| Special | 12,9 | Remuneration policy | Remuneration of Chairman of the Social,Ethics and Sustainability Committee | For | Resolution passed | |
| Special | 12,1 | Remuneration policy | Remuneration of the Social,Ethics and Sustainability Committee members | For | Resolution passed | |
| Special | 12,11 | Remuneration policy | Remuneration of Chairman of the Investment Review Committee | For | Resolution passed | |
| Special | 12,12 | Remuneration policy | Remuneration of the Investment Review Committee members | For | Resolution passed | |
| Special | 12,13 | Remuneration policy | Ad hoc remuneration of members of the board under rare circumstances | For | Resolution passed | |
| Special | 13,1 | Loan/financial assistance | Inter-company financial assistance | For | Resolution passed | |
| Special | 13,2 | Loan/financial assistance | Financial assistance for the subscription and/or purchase of shares in the company or a related or inter-related company. | For | Resolution passed | |
| Special | 14,1 | Share buy backs | Share repurchases by Afrimat and its subsidiaries | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive the Company’s annual accounts and reports | For | Resolution passed | |
| Ordinary | 2 | Directors remuneration | To approve the Directors’ Remuneration Report | For | Resolution passed | |
| Ordinary | 3 | Directors remuneration | To approve the Directors’ Remuneration Policy | For | Resolution passed | |
| Ordinary | 4 | Shares under director control | To approve the Mediclinic International plc 2022 Omnibus Share Plan | Against | We are not in favour of nil-cost awards . No operational or sustainability metrics considered. 2 Years vesting period too short. | Resolution passed |
| Ordinary | 5 | Dividend related | To declare a final cash dividend of 3.00 pence per ordinary share | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To elect Natalia Barsegiyan as a director | For | Resolution passed | |
| Ordinary | 7 | Election of directors | To elect Zarina Bassa as a director | For | Resolution passed | |
| Ordinary | 8 | Election of directors | To re-elect Dame Inga Beale as a director | For | Resolution passed | |
| Ordinary | 9 | Election of directors | To re-elect Dr Ronnie van der Merwe as a director | For | Resolution passed | |
| Ordinary | 10 | Election of directors | To re-elect Jurgens Myburgh as a director | For | Resolution passed | |
| Ordinary | 11 | Election of directors | To re-elect Dr Felicity Harvey as a director | For | Resolution passed | |
| Ordinary | 12 | Election of directors | To re-elect Dr Muhadditha Al Hashimi as a director | For | Resolution passed | |
| Ordinary | 13 | Election of directors | To re-elect Jannie Durand as a director | For | Resolution passed | |
| Ordinary | 14 | Election of directors | To re-elect Danie Meintjes as a director | For | Resolution passed | |
| Ordinary | 15 | Election of directors | To re-elect Dr Anja Oswald as a director | For | Resolution passed | |
| Ordinary | 16 | Election of directors | To re-elect Tom Singer as a director | For | Resolution passed | |
| Ordinary | 17 | Election of directors | To re-elect Steve Weiner as a director | For | Resolution passed | |
| Ordinary | 18 | Appointment of auditors | To reappoint PricewaterhouseCoopers LLP as the Company’s auditors | For | Resolution passed | |
| Ordinary | 19 | Auditor remuneration | To authorise the Audit and Risk Committee to determine the auditors’ remuneration | For | Resolution passed | |
| Ordinary | 20 | Political donations | To authorise political donations | For | Resolution passed | |
| Ordinary | 21 | Shares under director control | To authorise the directors to allot ordinary shares | Against | Authority asked to issue up to 66% of total number of shares. No valid explanation | Resolution passed |
| Special | 22 | Shares under director control | To authorise the directors to disapply pre-emption rights | Against | Authority asked to issue up to 66% of total number of shares. No valid explanation | Resolution passed |
| Special | 23 | Shares under director control | To authorise the directors to disapply pre-emption rights for purposes of acquisitions or capital investments. | Against | Authority asked to issue up to 66% of total number of shares. No valid explanation | Resolution passed |
| Special | 24 | Other | To approve the reduction in minimum notice period for general meetings (other than annual general meetings) | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Appointment of the external auditors and designated audit partner | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | Re-election of David Friedland as director | For | Resolution passed | |
| Ordinary | 2,2 | Election of directors | Re-election of Aboubakar Jakoet as director | For | Resolution passed | |
| Ordinary | 2,3 | Election of directors | Re-election of Annamarie van der Merwe as director | For | Resolution passed | |
| Ordinary | 2,4 | Election of directors | Re-election of Jeff van Rooyen as director | Against | Not suitable as lead independent non exec director given his 15 year tenure on the board. | Resolution passed |
| Ordinary | 2,5 | Election of directors | Appointment of Suzanne Ackerman-Berman as a non-executive director | For | Resolution passed | |
| Ordinary | 3,1 | Appointment of auditors | Appointment of Aboubakar Jakoet to the audit, risk and compliance committee | Against | Not independent given his previous experience as CFO and now as a board member (12 years in total) and therefore does not comply with King recommendations for audit committee members | Resolution passed |
| Ordinary | 3,2 | Appointment of auditors | Appointment of Jeff van Rooyen to the audit, risk and compliance committee | Against | Not independent given tenure of 15 years and therefore does not comply with King recommendations for audit committee members | Resolution passed |
| Ordinary | 3,3 | Appointment of auditors | Appointment of Audrey Mothupi to the audit, risk and compliance committee | Against | Will not be independent on tenure at the end of 2022 as per King recommendations and is potentially overboarded | Resolution passed |
| Ordinary | 3,4 | Appointment of auditors | Appointment of David Friedland to the audit, risk and compliance committee | Against | Will not be independent on tenure at the end of 2022 as per King. | Resolution passed |
| Ordinary | 3,5 | Appointment of auditors | Appointment of Mariam Cassim to the audit, risk and compliance committee | For | Resolution passed | |
| Ordinary | 3,6 | Appointment of auditors | Appointment of Haroon Bhorat to the audit, risk and compliance committee | For | Resolution passed | |
| Special | 1-Advisory vote | Remuneration policy | Endorsement of remuneration policy | Against | Poor Disclosure on targets, no advance disclosure of FY23 targets – allows company to retrospectively adjust targets | Resolution passed |
| Special | 2-Advisory vote | Remuneration policy | Endorsement of remuneration implementation | Against | Poor disclosure across vesting levels, and STI and LTI’S. | Resolution passed |
| Special | 1 | Directors remuneration | Directors’ fees | For | Resolution passed | |
| Special | 2,1 | Loan/financial assistance | Financial assistance to related or inter-related companies | For | Resolution passed | |
| Special | 2,2 | Loan/financial assistance | Financial assistance to persons | For | Resolution passed | |
| Special | 3 | Other | Replacement of the Company’s Memorandum of Incorporation | For | Resolution passed | |
| Special | 4 | Share buy backs | General approval to repurchase Company shares | For | Resolution passed | |
| Ordinary | 4 | Other | Directors’ authority to implement special and ordinary resolutions | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | To re-elect Hendrik du Toit as a director | For | Resolution passed | |
| Ordinary | 2 | Election of directors | To re-elect Kim McFarland as a director | For | Resolution passed | |
| Ordinary | 3 | Election of directors | To re-elect Gareth Penny as a director | For | Resolution passed | |
| Ordinary | 4 | Election of directors | To re-elect Idoya Basterrechea Aranda as a director | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To re-elect Colin Keogh as a director | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To re-elect Busisiwe Mabuza as a director | For | Resolution passed | |
| Ordinary | 7 | Election of directors | To re-elect Victoria Cochrane as a director | For | Resolution passed | |
| Ordinary | 8 | Election of directors | To re-elect Khumo Sheunyane as a director | For | Resolution passed | |
| Ordinary | 9 | Directors remuneration | To approve the Director's remuneration report, for the year ended 31 March 2022 | For | Resolution passed | |
| Ordinary | 10 | Directors remuneration | To approve the Director's remuneration policy | For | Resolution passed | |
| Ordinary | 11 | Climate policy | To approve Ninety One's Climate strategy | For | Resolution passed | |
| Ordinary | 12 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements of Ninety One plc for the year ended March 2022,together with the reports of the directors and of the auditor of Ninety One plc. | For | Resolution passed | |
| Ordinary | 13 | Dividend related | Subject to passing no 20, to declare a final dividend on the ordinary shares for the year ended 31 March 2022. | For | Resolution passed | |
| Ordinary | 14 | Appointment of auditors | To appoint PricewaterhouseCoopers LLP of More London Riverside, London, SE1 2RT,as auditor of Ninety One plc to hold office until the conclusion of the Annual General Meeting of Ninety One plc to be held in 2023, with the designated audit partner being Allan McGrath. | For | Resolution passed | |
| Ordinary | 15 | Auditor remuneration | To authorise the Audit and Risk Committee to set the remuneration of Ninety One plc's auditor. | For | Resolution passed | |
| Ordinary | 16 | Shares under director control | Directors' authority to allot shares and other securities. | For | Resolution passed | |
| Ordinary | 17 | Share buy backs | Authority to purchase own ordinary shares | For | Resolution passed | |
| Ordinary | 18 | Other | Consent to short notice | For | Resolution passed | |
| Ordinary | 19 | Accept Financial Statements and Statutory Reports | To present the audited financial statements of Ninety One Limited for the year ended 31 March 2022, together with the reports of the directors, the auditor, the chair of the Audit and Risk Committee, and the chair of the Sustainability, Social and Ethics Committee to the shareholders. | For | Resolution passed | |
| Ordinary | 20 | Dividend related | Subject to the passing of resolution no 13, to declare a final dividend on the ordinary shares for the year eneded 31 March 2022. | For | Resolution passed | |
| Ordinary | 21 | Appointment of auditors | To appoint PricewaterhouseCoopers Inc. of 5 Silo Square,V&A Waterfront, Cape Town, 8002, South Africa, upon the recommendation of the current Audit and Risk Committee, as auditor of Ninety One Limited, to hold office until the conclusion of the Annual General Meeting of Ninety One Limited to be held in 2023, with the designated audit partner being Chantel van den Heever. | For | Resolution passed | |
| Ordinary | 22,1 | Appointment of auditors | Election of Audit and Risk Committee members: Victoria Cochrane | For | Resolution passed | |
| Ordinary | 22.ii | Appointment of auditors | Election of Audit and Risk Committee members: Idoya Basterrechea Aranda;and | For | Resolution passed | |
| Ordinary | 22.iii | Appointment of auditors | Election of Audit and Risk Committee members: Colin Keogh | For | Resolution passed | |
| Ordinary | 23 | Shares under director control | Authorising the directors to issue up to (i)5% of the issued ordinary shares; and (ii)5% plus 154,067 of the issued Special Converting Shares. | For | Resolution passed | |
| Ordinary | 24 | Issuance of shares | General authority to issue ordinary shares for cash. | For | Resolution passed | |
| Special | 25 | Share buy backs | Authority to acquire ordinary shares of Ninety One Limited | For | Resolution passed | |
| Special | 26 | Loan/financial assistance | Financial Assistance | For | Resolution passed | |
| Special | 27 | Directors remuneration | Non-executive directors' remuneration | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Remuneration policy | Adoption of the Hyprop Long-Term Incentive Plan | For | Resolution passed | |
| Ordinary | 2 | Other | Authority | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Company for the year ended 31 March 2022 together with the report of the auditors on those audited accounts be received. | For | Resolution passed | |
| Ordinary | 2 | Election of directors | Caroline Britton be re-elected as a Director of the Company. | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Mark Cherry be re-elected as a Director of the Company. | For | Resolution passed | |
| Ordinary | 4 | Election of directors | Kelly Cleveland be re-elected as a Director of the Company. | For | Resolution passed | |
| Ordinary | 5 | Election of directors | Andrew Coombs be re-elected as a Director of the Company. | For | Resolution passed | |
| Ordinary | 6 | Election of directors | Diarmuid Kelly be elected as a Director of the Company. | For | Resolution passed | |
| Ordinary | 7 | Election of directors | Joanne Kenrick be re-elected as a Director of the Company. | For | Resolution passed | |
| Ordinary | 8 | Election of directors | Daniel Kitchen be re-elected as a Director of the Company | For | Resolution passed | |
| Ordinary | 9 | Election of directors | Alistair Marks be re-elected as a Director of the Company | For | Resolution passed | |
| Ordinary | 10 | Election of directors | James Peggie be re-elected as a Director of the Company. | For | Resolution passed | |
| Ordinary | 11 | Appointment of auditors | Ernst & Young LLP be reappointed as the auditors of the Company. | For | Resolution passed | |
| Ordinary | 12 | Auditor remuneration | The Audit Committee be authorised to determine the remuneration of the Company’s auditors. | For | Resolution passed | |
| Ordinary | 13 | Dividend related | The approval of the payment of an authorised dividend of €0.0237 per ordinary share in respect of the six months ended 31 March 2022 (a non-binding endorsement). | For | Resolution passed | |
| Ordinary | 14 | Remuneration policy | The Company’s Remuneration Policy be approved (a non-binding endorsement). | For | Resolution passed | |
| Ordinary | 15 | Remuneration policy | The implementation report on the Company’s Remuneration Policy be approved (a non-binding endorsement). | For | Resolution passed | |
| Ordinary | 16 | Dividend related | Authorisation be given for a scrip dividend scheme for the financial year ending 31 March 2023. | For | Resolution passed | |
| Ordinary | 17 | Shares under director control | The Directors be authorised generally and unconditionally to allot equity securities. | Against | General authority to issue 2/3rd of the company’s share capital is too high. | Resolution passed |
| Ordinary | 18 | Shares under director control | That the Directors be authorised to issue or sell from treasury shares equal to up to 5% of the issued share capital as if pre-emption rights did not apply. | Against | To protect minority interest we do not approve any disapplication of pre-emptive rights irrespective of the percentage. Should the company require disapplication of pre-emptive rights – this should be done on a case by case basis, with specific authority requested for that specific issue. | Resolution passed |
| Ordinary | 19 | Shares under director control | That the Directors be authorised to issue or sell from treasury shares equal to an additional 5% of issued share capital as if pre-emption rights did not apply solely for acquisitions or other capital investments. | Against | To protect minority interest we do not approve any disapplication of pre-emptive rights irrespective of the percentage. Should the company require disapplication of pre-emptive rights – this should be done on a case by case basis, with specific authority requested for that specific issue. | Resolution passed |
| Ordinary | 20 | Other | That the adoption of updated Articles (the “New Articles”) be approved. | For | Resolution passed | |
| Ordinary | 21 | Share buy backs | That the Company be authorised to purchase its own ordinary shares. | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Appointment of Eliza Predoiu | For | Resolution passed | |
| Ordinary | 2,1 | Appointment of auditors | Re-appointment of the Audit Committee members: Andreas Klingen (Chairperson of the Audit Committee) | For | Resolution passed | |
| Ordinary | 2,2 | Appointment of auditors | Re-appointment of the Audit Committee members: Andre van der Veer | For | Resolution passed | |
| Ordinary | 2,3 | Appointment of auditors | Re-appointment of the Audit Committee members: Antoine Dijkstra | For | Resolution passed | |
| Ordinary | 2,4 | Appointment of auditors | Re-appointment of the Audit Committee members: Ana-Maria Mihaescu | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Authorising Directors to determine Non-Executive Directors’ remuneration | For | Resolution passed | |
| Ordinary | 4 | Appointment of auditors | Appointment of Ernst and Young Accountants LLP as the Auditor following the Dutch Migration | For | Resolution passed | |
| Ordinary | 5 | Auditor remuneration | Authorising Directors to determine the Dutch Auditor’s remuneration | For | Resolution passed | |
| Ordinary | 6 | Other | Authority to give effect to resolutions | For | Resolution passed | |
| Ordinary | 7 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | |
| Ordinary | 8 | Share buy backs | General authority to repurchase shares | For | Resolution passed | |
| Ordinary | 9 | Share buy backs | Authority to cancel repurchased shares | For | Resolution passed | |
| Ordinary | 1 | Remuneration policy | Approval of Remuneration Policy | For | Resolution passed | |
| Ordinary | 2 | Remuneration policy | Endorsement of Remuneration Implementation Report | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Other | Approval of the acquisition of the Properties | For | Resolution passed | |
| Ordinary | 2 | Other | Execution of the DJV Relationship Extension Letter | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Issuance of shares | IPF I Trust Acquisation Resolution | For | Resolution passed | |
| Ordinary | 2 | Issuance of shares | IPF II Trust Acquisation Resolution | For | Resolution passed | |
| Ordinary | 3 | Other | IPF I Trust Constitution Amendment Resolution | For | Resolution passed | |
| Ordinary | 4 | Other | IPF II Trust Constitution Amendment Resolution | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | IPF I De-Stapling Resolution | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Re-election of Mr MA Moloto as an independent non-executive director of the Company | For | Resolution passed | |
| Ordinary | 2 | Election of directors | Re-election of Ms EM Hendricks as an independent non-executive director of the Company | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Election of Mr SY Moodley as an executive director of the Company | For | Resolution passed | |
| Ordinary | 4,1 | Appointment of auditors | Election of Ms N Ford-Hoon(Fok) as a member of the Audit and Risk Committee | For | Resolution passed | |
| Ordinary | 4,2 | Appointment of auditors | Election of Mr GJ Heron as a member of the Audit and Risk Committee | For | Resolution passed | |
| Ordinary | 4,3 | Appointment of auditors | Election of Ms SS Mafoyane as a member of the Audit and Risk Committee | For | Resolution passed | |
| Ordinary | 5 | Appointment of auditors | Re-appointment of PwC as independent external auditor | For | Resolution passed | |
| Ordinary | 6 | Remuneration policy | Non-binding advisory vote - Endorsement of remuneration policy of the Company | For | Resolution passed | |
| Ordinary | 7 | Remuneration policy | Non-binding advisory vote - Endorsement of the implementation of the remuneration policy of the Company | For | Resolution passed | |
| Ordinary | 8 | Shares under director control | Placing the unissued authorised ordinary shares of the Company under the control of the directors | For | Resolution passed | |
| Ordinary | 9 | Issuance of shares | Specific authority to issue shares to afford shareholders distribution reinvestment alternatives | For | Resolution passed | |
| Ordinary | 10 | Issuance of shares | General but restricted authority to issue shares for cash | For | Resolution passed | |
| Ordinary | 11 | Other | Authorisation of directors and/or the company secretary | For | Resolution passed | |
| Special | 1 | Loan/financial assistance | Authorisation to provide financial assistance in terms of sections 44 and 45 of the Companies Act | For | Resolution passed | |
| Special | 2 | Other | Approval of non-executive directors’ fees | For | Resolution passed | |
| Special | 3 | Shares under director control | Authority to issue shares to directors who elect to reinvest their distributions under the reinvestment option | For | Resolution passed | |
| Special | 4 | Share buy backs | General authority to repurchase shares | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | To re-appoint the Company’s joint external auditor to serve until the conclusion of the 2022 financial year audit: KPMG SA (KPMG) (designated auditor – Heather Berrange). | For | Resolution passed | |
| Ordinary | 2 | Appointment of auditors | To appoint the Company’s joint external auditor to serve with effect from 1 January 2022 until the conclusion of the next AGM: PwC South Africa (PwC) (designated auditor – John Bennett). | For | Resolution passed | |
| Ordinary | 3,1 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Company’s Memorandum of Incorporation: Rose Keanly as an independent non-executive director | For | Resolution passed | |
| Ordinary | 3,2 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Company’s Memorandum of Incorporation: Swithin Munyantwali as an independent non-executive director | For | Resolution passed | |
| Ordinary | 3,3 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Company’s Memorandum of Incorporation: Ihron Rensburg as an independent non-executive director | For | Resolution passed | |
| Ordinary | 3,4 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Company’s Memorandum of Incorporation: Fulvio Tonelli as a non-executive director director | For | Resolution passed | |
| Ordinary | 3,5 | Election of directors | To re-elect, by way of a series of votes, the following directors who retire in terms of the Company’s Memorandum of Incorporation: René van Wyk as an independent non-executive director | For | Resolution passed | |
| Ordinary | 4,1 | Election of directors | To elect the following directors who was appointed after the last AGM: John Cummins, as an independent non-executive director (appointment effective 15 November 2021) | For | Resolution passed | |
| Ordinary | 4,2 | Election of directors | To elect the following directors who was appointed after the last AGM: Sello Moloko, as an independent non-executive director (appointment effective 1 December 2021) | For | Resolution passed | |
| Ordinary | 4,3 | Election of directors | To elect the following directors who was appointed after the last AGM: Arrie Rautenbach, as an executive director (appointment effective 29 March 2022). | For | Resolution passed | |
| Ordinary | 5,1 | Appointment of auditors | To re-appoint and the director in 5.5 appointed as the members of the Group Audit and Compliance Committee: Alex Darko | Against | Alex and Tasneem Abdool-Samad have been NEDs at Reunert together since 2019. Both is currently sitting on the audit and remuneration committees together bringing independence in question. | Resolution passed |
| Ordinary | 5,2 | Appointment of auditors | To re-appoint and the director in 5.5 appointed as the members of the Group Audit and Compliance Committee: Daisy Naidoo | For | Resolution passed | |
| Ordinary | 5,3 | Appointment of auditors | To re-appoint and the director in 5.5 appointed as the members of the Group Audit and Compliance Committee: Tasneem Abdool-Samad | For | Resolution passed | |
| Ordinary | 5,4 | Appointment of auditors | To re-appoint and the director in 5.5 appointed as the members of the Group Audit and Compliance Committee: Swithin Munyantwali (subject to election as an independent non-executive director pursuant to Ordinary Resolution number 3.2) | For | Resolution passed | |
| Ordinary | 5,5 | Appointment of auditors | To re-appoint and the director in 5.5 appointed as the members of the Group Audit and Compliance Committee: René van Wyk (subject to election as an independent non-executive director pursuant to Ordinary Resolution number 3.5). | For | Resolution passed | |
| Ordinary | 6 | Shares under director control | To place the authorised but unissued ordinary share capital of the Company under the control of the directors. | For | Resolution passed | |
| Ordinary | 7 | Remuneration policy | To endorse the Company’s remuneration policy. | Against | - We disagree with the size of the settlement amount paid to Mr Mminele, especially in-light of his short tenure. - We also note the absence in advance disclosure of the FY22 STI metrics. | Resolution passed |
| Ordinary | 8 | Remuneration policy | To endorse the Company’s remuneration implementation report. | Against | STI payments for both interim CEO and CFO were materially higher than the group’s maximum STI limit. | Resolution passed |
| Special | 1 | Other | To approve the proposed remuneration of the non-executive directors for their services as directors, payable from 1 June 2022 to, and including, the last day of the month preceding the date of the next AGM. | For | Resolution passed | |
| Special | 2 | Share buy backs | To grant a general authority to the directors to approve repurchase of the Company’s ordinary shares. | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | To grant a general authority to the Company to approve financial assistance in terms of section 45 of the Companies Act No. 71 of 2008. | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 2.1.1 | Election of directors | Re-election of directors retiring by rotation: WJ Grindrod | For | Resolution passed | |
| Ordinary | 2.1.2 | Election of directors | Re-election of directors retiring by rotation: B Magara | For | Resolution passed | |
| Ordinary | 2.1.3 | Election of directors | Re-election of directors retiring by rotation: ZP Zatu Moloi | For | Resolution passed | |
| Ordinary | 2.2.1 | Election of directors | Confirmation of newly appointed directors: CA Carolus | For | Resolution passed | |
| Ordinary | 2.2.2 | Election of directors | Confirmation of newly appointed directors: D Malik | For | Resolution passed | |
| Ordinary | 2,3 | Appointment of auditors | Election of member and appointment of chair of the Audit committee – GG Gelink | For | Resolution passed | |
| Ordinary | 2.4.1 | Appointment of auditors | Election of members of the Audit committee: D Malik | For | Resolution passed | |
| Ordinary | 2.4.2 | Appointment of auditors | Election of members of the Audit committee: ZP Zatu Moloi | For | Resolution passed | |
| Ordinary | 2.5.1 | Appointment of auditors | Re-appointment of independent auditors and the designated audit partner: Re-appointment of Deloitte & Touche as independent auditors | For | Resolution passed | |
| Ordinary | 2.5.2 | Appointment of auditors | Re-appointment of independent auditors and the designated audit partner: Re-appointment of M Holme as designated audit partner | For | Resolution passed | |
| Ordinary | 2,6 | Issuance of shares | General authority to directors to allot and issue ordinary shares | For | Resolution passed | |
| Ordinary | 2,7 | Issuance of shares | General authority to issue ordinary shares for cash | For | Resolution passed | |
| Special | 3,1 | Other | Approval of non-executive directors’ fees | For | Resolution passed | |
| Special | 3,2 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Act | For | Resolution passed | |
| Special | 3,3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Act | For | Resolution passed | |
| Special | 3,4 | Share buy backs | Repurchase of Grindrod’s ordinary shares | For | Resolution passed | |
| Special | 4,1 | Remuneration policy | Confirmation of the Group remuneration policy | For | Resolution passed | |
| Special | 4,2 | Remuneration policy | Confirmation of the Group implementation report | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Appointment of PwC as the auditors of the Company | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | Election of a director: Ms JE McGill | For | Resolution passed | |
| Ordinary | 2,2 | Election of directors | Re-election of a director: Mr PA Schmidt | For | Resolution passed | |
| Ordinary | 2,3 | Election of directors | Re-election of a director: Mr A Andani | For | Resolution passed | |
| Ordinary | 2,4 | Election of directors | Re-election of a director: Mr PJ Bacchus | For | Resolution passed | |
| Ordinary | 3,1 | Appointment of auditors | Re-election of a member and Chairperson of the Audit Committee: Ms. Sibiya | For | Resolution passed | |
| Ordinary | 3,2 | Appointment of auditors | Re-election of a member of the Audit Committee: Mr A Andani | For | Resolution passed | |
| Ordinary | 3,3 | Appointment of auditors | Re-election of a member of the Audit Committee: Mr PJ Bacchus | For | Resolution passed | |
| Ordinary | 4 | Issuance of shares | Approval for the issue of authorised but unissued ordinary shares | For | Resolution passed | |
| Ordinary | 5,1 | Remuneration policy | Advisory endorsement of the Remuneration Policy | For | Resolution passed | |
| Ordinary | 5,2 | Remuneration policy | Advisory Implementation of the Remuneration Implementation Report | For | Resolution passed | |
| Special | 1 | Issuance of shares | Approval for the issuing of equity securities for cash | For | Resolution passed | |
| Special | 2,1 | Directors remuneration | Approval of the remuneration of NEDs The Chairperson of the Board (all-inclusive fee) | For | Resolution passed | |
| Special | 2,2 | Directors remuneration | Approval of the remuneration of NEDs The Lead Independent Director of the Board (all-inclusive fee) | For | Resolution passed | |
| Special | 2,3 | Auditor remuneration | Approval of the remuneration of NEDs The Chairperson of the Audit Committee | For | Resolution passed | |
| Special | 2,4 | Directors remuneration | Approval of the remuneration of NEDs The Chairpersons of the Capital Projects, Control and Review Committee, Nominating and Governance Committee, Remuneration Committee, Risk Committee, SET Committee and SHSD Committee (excluding the Chairperson and Lead Independent Director of the Board) | For | Resolution passed | |
| Special | 2,5 | Directors remuneration | Approval of the remuneration of NEDs Members of the Board (excluding the Chairperson and Lead Independent Director of the Board) | For | Resolution passed | |
| Special | 2,6 | Auditor remuneration | Approval of the remuneration of NEDs Members of the Audit Committee (excluding the Chairperson of the Audit Committee and Lead Independent Director of the Board) | For | Resolution passed | |
| Special | 2,7 | Directors remuneration | Members of the Capital Projects, Control and Review Committee, Nominating and Governance Committee, Remuneration Committee, Risk Committee, SET Committee and SHSD Committee (excluding the Chairpersons of these Committees, Chairperson and Lead Independent Director of the Board) | For | Resolution passed | |
| Special | 2,8 | Directors remuneration | Approval of the remuneration of NEDs Chairperson of an ad-hoc committee (per meeting chaired) | For | Resolution passed | |
| Special | 2,9 | Directors remuneration | Approval of the remuneration of NEDs Member of an ad-hoc committee (per meeting attended) | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Approval for the Company to grant inter-Group financial assistance in terms of sections 44 and 45 of the Companies Act | For | Resolution passed | |
| Special | 4 | Share buy backs | Acquisition of the Company’s own shares | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Re-appointment of independent external auditor | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | To re-elect Mr Terence Goodlace as a director of the Company | For | Resolution passed | |
| Ordinary | 2,2 | Election of directors | To re-elect Mrs Michelle Jenkins as a director of the Company | For | Resolution passed | |
| Ordinary | 2,3 | Election of directors | To re-elect Mr Sango Ntsaluba as a director of the Company | For | Resolution passed | |
| Ordinary | 2,4 | Election of directors | To elect Ms Josephine Tsele as a director of the Company | For | Resolution passed | |
| Ordinary | 2,5 | Election of directors | To re-elect Ms Buyelwa Sonjica as a director of the Company | For | Resolution passed | |
| Ordinary | 3,1 | Appointment of auditors | Election of Mr Sango Ntsaluba as a member of the Committee | For | Resolution passed | |
| Ordinary | 3,2 | Appointment of auditors | Election of Mrs Mary Bomela as a member of the Committee | For | Resolution passed | |
| Ordinary | 3,3 | Appointment of auditors | Election of Mrs Michelle Jenkins as a member of the Committee | For | Resolution passed | |
| Ordinary | 4,1 | Remuneration policy | Non-binding advisory vote: Approval of the remuneration policy | For | Resolution passed | |
| Ordinary | 4,2 | Remuneration policy | Non-binding advisory vote: Approval for the implementation of the remuneration policy | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | General authority for directors to allot and issue ordinary shares | For | Resolution passed | |
| Ordinary | 6 | Other | Authorisation to sign documents to give effect to resolutions | For | Resolution passed | |
| Special | 1 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | |
| Special | 2 | Directors remuneration | Remuneration payable to non-executive directors | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Approval for the granting of financial assistance in terms of sections 44 and 45 of the Companies Act | For | Resolution passed | |
| Special | 4 | Share buy backs | General authority to repurchase shares | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | To elect/re-elect directors: Geraldine Fraser-Moleketi | For | Resolution passed | |
| Ordinary | 1,2 | Election of directors | To elect/re-elect directors: Trix Kennealy | For | Resolution passed | |
| Ordinary | 1,3 | Election of directors | To elect/re-elect directors: Li Li | For | Resolution passed | |
| Ordinary | 1,4 | Election of directors | To elect/re-elect directors: Martin Oduor-Otieno | For | Resolution passed | |
| Ordinary | 1,5 | Election of directors | To elect/re-elect directors: John Vice | For | Resolution passed | |
| Ordinary | 2,1 | Appointment of auditors | To re-elect the Audit Committee: Trix Kennealy | For | Resolution passed | |
| Ordinary | 2,2 | Appointment of auditors | To re-elect the Audit Committee: Martin Oduor-Otieno | For | Resolution passed | |
| Ordinary | 2,3 | Appointment of auditors | To re-elect the Audit Committee: John Vice | For | Resolution passed | |
| Ordinary | 2,4 | Appointment of auditors | To re-elect the Audit Committee Nomgando Matyumza | Against | Sufficient Independence in question given connection with Trix Kennealy via Sasol’s board | Resolution passed |
| Ordinary | 2,5 | Appointment of auditors | To re-elect the Audit Committee Atedo Peterside | For | Resolution passed | |
| Ordinary | 3,1 | Appointment of auditors | Reappointment of Auditors KPMG Inc. | For | Resolution passed | |
| Ordinary | 3,2 | Appointment of auditors | Reappointment of Auditors PricewaterhouseCoopers Inc | For | Resolution passed | |
| Ordinary | 4 | Shares under director control | Place unissued ordinary shares under control of directors | Against | Quantum high without a defined reason, especially given that this resolution excludes acquisitions and rights issue shares. | Resolution passed |
| Ordinary | 5 | Shares under director control | Place unissued preference shares under control of directors | Against | Preference shares no longer qualify as Tier 1 capital, which make it an expensive form of funding. | Resolution passed |
| Ordinary | 6,1 | Remuneration policy | Non-binding advisory vote on support the group’s remuneration policy | Against | Financial KPI’s are insufficient and lack disclosure, there are also no disclosure on the non-financial KPI’s for the group incentive pool. We would also like a lower STI maximum limit than the current 300% | Resolution passed |
| Ordinary | 6,2 | Remuneration policy | Non-binding advisory vote on endorse the group’s remuneration implementation report | Against | Lacking disclosure on KPI’s (no advance disclosure for FY22 KPI’s for financial or non-financial metrics), weightings and targets for the FY21 STI awards. | Resolution passed |
| Ordinary | 7,1 | Directors remuneration | Directors’ Fees Chairman | For | Resolution passed | |
| Ordinary | 7,2 | Directors remuneration | Directors’ Fees Directors | For | Resolution passed | |
| Ordinary | 7,3 | Directors remuneration | Directors’ Fees International Directors | For | Resolution passed | |
| Ordinary | 7.4.1 | Auditor remuneration | Audit Committee Chairman | For | Resolution passed | |
| Ordinary | 7.4.2 | Auditor remuneration | Audit Committee Members | For | Resolution passed | |
| Ordinary | 7.5.1 | Directors remuneration | Directors’ Fees: Directors’ Affairs Committee- Chairman | For | Resolution passed | |
| Ordinary | 7.5.2 | Directors remuneration | Directors’ Fees: Directors’ Affairs Committee- Members | For | Resolution passed | |
| Ordinary | 7.6.1 | Remuneration policy | Directors’ Fees: Remuneration Committee- Chairman | For | Resolution passed | |
| Ordinary | 7.6.2 | Remuneration policy | Directors’ Fees: Remuneration Committee- Members | For | Resolution passed | |
| Ordinary | 7.7.1 | Other | Directors’ Fees: Risk and Capital Management Committee- Chairman | For | Resolution passed | |
| Ordinary | 7.7.2 | Other | Directors’ Fees: Risk and Capital Management Committee- Members | For | Resolution passed | |
| Ordinary | 7.8.1 | Other | Directors’ Fees: Social and Ethics Committee- Chairman | For | Resolution passed | |
| Ordinary | 7.8.2 | Other | Directors’ Fees: Social and Ethics Committee- Members | For | Resolution passed | |
| Ordinary | 7.9.1 | Other | Directors’ Fees: Engineering Committee | For | Resolution passed | |
| Ordinary | 7.9.2 | Other | Directors’ Fees: Engineering Committee | For | Resolution passed | |
| Ordinary | 7.10.1 | Other | Directors’ Fees: Model Approval Committee- Chairman | For | Resolution passed | |
| Ordinary | 7.10.2 | Other | Directors’ Fees: Model Approval Committee- Members | For | Resolution passed | |
| Ordinary | 7,11 | Other | Directors’ Fees: Large Exposure Credit Committee-members | For | Resolution passed | |
| Ordinary | 7,12 | Other | Directors’ Fees: Ad Hoc Committee-members | For | Resolution passed | |
| Ordinary | 8 | Share buy backs | Grant: General authority to acquire the company’s ordinary shares | For | Resolution passed | |
| Ordinary | 9 | Share buy backs | Grant: General authority to acquire the company’s preference shares | For | Resolution passed | |
| Ordinary | 10 | Loan/financial assistance | Approve: Loans or other financial assistance to related or inter-related companies | For | Resolution passed | |
| Ordinary | 11,1 | Climate policy | Non-binding advisory resolution requisitioned by Aeon Investment Management and Just Share NPC: By 31 March 2023, report on the progress in calculating financed greenhouse gas emissions from exposure to oil and gas | For | Resolution passed | |
| Ordinary | 11,2 | Climate Disclosure | Non-binding advisory resolution requisitioned by Aeon Investment Management and Just Share NPC: By 31 March 2024, disclosure of baseline financed greenhouse gas emissions from exposure to oil and gas | For | Resolution passed | |
| Ordinary | 11,3 | Climate policy | Non-binding advisory resolution requisitioned by Aeon Investment Management and Just Share NPC: By 31 March 2025 update the Company’s Climate Policy to include short-, medium-, and long-term targets for the Company’s financed greenhouse gas emissions from oil and gas, aligned with the Paris Agreement | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election of directors: To re-elect John Lister as a director of the Company | For | Resolution passed | |
| Ordinary | 1,2 | Election of directors | Re-election of directors: To re-elect Sizeka Magwentshu-Rensburg as a director of the Company | For | Resolution passed | |
| Ordinary | 1,3 | Election of directors | Re-election of directors: To re-elect Thoko Mokgosi-Mwantembe as a director of the Company | For | Resolution passed | |
| Ordinary | 1,4 | Election of directors | Re-election of directors: To re-elect Marshall Rapiya as a director of the Company | For | Resolution passed | |
| Ordinary | 2,1 | Appointment of auditors | Election of Audit committee members: To elect Olufunke Ighodaro as a member of the Audit committee | For | Resolution passed | |
| Ordinary | 2,2 | Appointment of auditors | Election of Audit committee members: To elect Itumeleng Kgaboesele as a member of the Audit committee | For | Resolution passed | |
| Ordinary | 2,3 | Appointment of auditors | Election of Audit committee members: To elect Jaco Langner as a member of the Audit committee | For | Resolution passed | |
| Ordinary | 2,4 | Appointment of auditors | Election of Audit committee members: T To elect John Lister as a member of the Audit committee | For | Resolution passed | |
| Ordinary | 2,5 | Appointment of auditors | Election of Audit committee members: To elect Nomkhita Nqweni as a member of the Audit committee | For | Resolution passed | |
| Ordinary | 3,1 | Appointment of auditors | Re-appointment and appointment of Auditors: To re-appoint Deloitte & Touche as joint independent auditors until the conclusion of the next AGM of the company | For | Resolution passed | |
| Ordinary | 3,2 | Appointment of auditors | Re-appointment and appointment of Auditors: To appoint Ernst & Young as joint independent auditors until the conclusion of the next AGM of the Company | For | Resolution passed | |
| Ordinary | 4,1 | Remuneration policy | Non-binding advisory votes: Non-binding advisory vote on the Company’s Remuneration Policy | For | Resolution passed | |
| Ordinary | 4,2 | Remuneration policy | Non-binding advisory votes: Non-binding advisory vote on the Company’s Remuneration Implementation Report | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | General authority in respect of an issue of ordinary shares for cash | For | Resolution passed | |
| Special | 1 | Directors remuneration | To approve the remuneration payable to non-executive directors | For | Resolution passed | |
| Special | 2 | Share buy backs | To grant general authority to acquire the Company’s own ordinary shares | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | To approve the provisions of financial assistance to subsidiaries and other related and inter-related entities and to directors, prescribed officers and other persons participating in share or other employee incentive schemes. | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Election of Ms P Langeni, who was appointed as a director of the company after the last AGM of shareholders | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | Re-election of directors retiring by rotation: Re-election of Mr MWT Brown, who is retiring by rotation, as a director. | For | Resolution passed | |
| Ordinary | 2,2 | Election of directors | Re-election of directors retiring by rotation: Re-election of Mr BA Dames, who is retiring by rotation, as a director. | For | Resolution passed | |
| Ordinary | 2,3 | Election of directors | Re-election of directors retiring by rotation: Re-election of Mr RAG Leith, who is retiring by rotation, as a director. | For | Resolution passed | |
| Ordinary | 2,4 | Election of directors | Re-election of directors retiring by rotation: Re-election of Mr S Subramoney, who is retiring by rotation, as a director | For | Resolution passed | |
| Ordinary | 3,1 | Appointment of auditors | Appointment of external auditors: Reappointment of Deloitte & Touche as external auditor. | For | Resolution passed | |
| Ordinary | 3,2 | Appointment of auditors | Appointment of external auditors: Reappointment of Ernst & Young as external auditor. | For | Resolution passed | |
| Ordinary | 4,1 | Appointment of auditors | Appointment of the Nedbank Group Audit Committee members: Election of Mr S Subramoney as a member of the Nedbank Group Audit Committee. | For | Resolution passed | |
| Ordinary | 4,2 | Appointment of auditors | Appointment of the Nedbank Group Audit Committee members: Election of Mr HR Brody as a member of the Nedbank Group Audit Committee. | For | Resolution passed | |
| Ordinary | 4,3 | Appointment of auditors | Appointment of the Nedbank Group Audit Committee members: Election of Ms NP Dongwana as a member of the Nedbank Group Audit Committee. | For | Resolution passed | |
| Ordinary | 4,4 | Appointment of auditors | Appointment of the Nedbank Group Audit Committee members: Election of Mr EM Kruger as a member of the Nedbank Group Audit Committee. | For | Resolution passed | |
| Ordinary | 5 | Shares under director control | Placing the authorised but unissued ordinary shares under the control of the directors | For | Resolution passed | |
| Ordinary | 6,1 | Remuneration policy | Endorsements of Remuneration Policy and Implementation Report: Advisory endorsement on a non-binding basis of the Nedbank Group Remuneration Policy. | Against | Our issue is mainly around insufficient disclosure: FY21 : KPI’s focus mainly on the Income Statement, we would like a better mix taking Balance Sheet and liquidity ratios into consideration too. No disclosure given on non-financial KPI’s – we would like to understand how ESG is linked to executive remuneration FY22: No advanced disclosure of either financial or non-financial KPI’S for determining STI’s. Structure of LTI awards: We would prefer a longer vesting period than the current 3-years and recommend increasing this to 5 years. | Resolution passed |
| Ordinary | 6,2 | Remuneration policy | Endorsements of Remuneration Policy and Implementation Report: Advisory endorsement on a non-binding basis of the Nedbank Group Remuneration Implementation Report. | Against | Our issue is mainly around insufficient disclosure: FY21 : KPI’s focus mainly on the Income Statement, we would like a better mix taking Balance Sheet and liquidity ratios into consideration too. No disclosure given on non-financial KPI’s – we would like to understand how ESG is linked to executive remuneration FY22: No advanced disclosure of either financial or non-financial KPI’S for determining STI’s. Structure of LTI awards: We would prefer a longer vesting period than the current 3-years and recommend increasing this to 5 years. | Resolution passed |
| Special | 1,1 | Directors remuneration | Remuneration of the non-executive directors: Non-executive Chairperson | For | Resolution passed | |
| Special | 1,2 | Directors remuneration | Remuneration of the non-executive directors: Lead Independent Director (additional 40%) | For | Resolution passed | |
| Special | 1,3 | Directors remuneration | Remuneration of the non-executive directors: Nedbank Group boardmember | For | Resolution passed | |
| Special | 1,4 | Other | Committee members’ fees: Nedbank Group Audit Committee | For | Resolution passed | |
| Special | 1,5 | Other | Committee members’ fees:Nedbank Group Credit Committee | For | Resolution passed | |
| Special | 1,6 | Other | Committee members’ fees: Nedbank Group Directors’ Affairs Committee | For | Resolution passed | |
| Special | 1,7 | Other | Committee members’ fees: Nedbank Group Information Technology Committee | For | Resolution passed | |
| Special | 1,8 | Other | Committee members’ fees: Nedbank Group Remuneration Committee | For | Resolution passed | |
| Special | 1,9 | Other | Committee members’ fees: Nedbank Group Risk and Capital Management Committee | For | Resolution passed | |
| Special | 1,1 | Other | Committee members’ fees: Nedbank Group Transformation, Social and Ethics Committee | For | Resolution passed | |
| Special | 1,11 | Other | Committee members’ fees: Nedbank Group Climate Resilience Committee | For | Resolution passed | |
| Special | 2,1 | Election of directors | Remuneration of non-executive directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson: Acting Group Chairperson | For | Resolution passed | |
| Special | 2,2 | Election of directors | Remuneration of non-executive directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson: Acting Lead Independent Director | For | Resolution passed | |
| Special | 2,3 | Election of directors | Remuneration of non-executive directors appointed as Acting Group Chairperson, Acting Lead Independent Director or Acting Committee Chairperson: Acting Committee Chairperson | For | Resolution passed | |
| Special | 3 | Share buy backs | General authority to repurchase ordinary shares | For | Resolution passed | |
| Special | 4 | Loan/financial assistance | General authority to provide financial assistance to related and interrelated companies | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election of SLA Sanusi as a director | For | Resolution passed | |
| Ordinary | 1,2 | Election of directors | Re-election of VM Rague as a director | For | Resolution passed | |
| Ordinary | 1,3 | Election of directors | Re-election of KDK Mokhele as a director | For | Resolution passed | |
| Ordinary | 1,4 | Election of directors | Re-election of MH Jonas as a director | For | Resolution passed | |
| Ordinary | 2,1 | Appointment of auditors | To elect SN Mabaso-Koyana as a member of the Audit Committee | Against | Both directors are severely over-boarded | Resolution passed |
| Ordinary | 2,2 | Appointment of auditors | To elect CWN Molope as a member of the Audit Committee | Against | Both directors are severely over-boarded | Resolution passed |
| Ordinary | 2,3 | Appointment of auditors | To elect NP Gosa as a member of the Audit Committee | For | Resolution passed | |
| Ordinary | 2,4 | Appointment of auditors | To elect VM Rague as a member of the Audit Committee | For | Resolution passed | |
| Ordinary | 3,1 | Other | To elect NP Gosa as a member of the Social, Ethics and Sustainability Committee. | For | Resolution passed | |
| Ordinary | 3,2 | Other | To elect SLA Sanusi as a member of the Social, Ethics and Sustainability Committee. | For | Resolution passed | |
| Ordinary | 3,3 | Other | To elect SP Miller as a member of the Social, Ethics and Sustainability Committee. | For | Resolution passed | |
| Ordinary | 3,4 | Other | To elect NL Sowazi as a member of the Social, Ethics and Sustainability Committee. | For | Resolution passed | |
| Ordinary | 3,5 | Other | To elect KDK Mokhele as a member of the Social, Ethics and Sustainability Committee. | For | Resolution passed | |
| Ordinary | 4 | Auditor remuneration | Appointment of PricewaterhouseCoopers Inc. as an auditor of the Company | Against | • PWC have been the auditors of MTN for 28 years. • While they rotated the audit partner (Huysteen to Madikane) for the 31 Dec 2018 financial year, the firm has not been rotated. • In 2023, this situation should rectify itself given IRBAs rule on mandatory audit firm rotation: “if the audit firm has served as the appointed auditor of a public interest entity for 10 or more consecutive financial years before the financial year commencing on or after 1 April 2023, then the audit firm shall not accept re-appointment and will be required to rotate.” | Resolution passed |
| Ordinary | 5 | Auditor remuneration | Appointment of Ernst and Young Inc. as an auditor of the Company | For | Resolution passed | |
| Ordinary | 6 | Shares under director control | General authority for directors to allot and issue ordinary shares | Against | At the current share price, 5% of the share capital amounts to R16bn which appears to be too significant a sum over which directors should have control with no specific motivation attached. More importantly, there is no maximum discount disclosed at which shares may be issued. | Resolution passed |
| Ordinary | 7 | Shares under director control | General authority for directors to allot and issue ordinary shares for cash | Against | At the current share price, 5% of the share capital amounts to R16bn which appears to be too significant a sum over which directors should have control with no specific motivation attached. More importantly, there is no maximum discount disclosed at which shares may be issued. | Resolution passed |
| Ordinary | 8 | Remuneration policy | Non-binding advisory vote – endorsement of the Company’s remuneration policy | Against | • STI KPIs disclosed; however no targets disclosed. • LTI KPIs were disclosed and align with long term shareholder value creation; however disclosure of targets for KPIs remains unclear. While it is noted that targets are disclosed ex-ante for TSR, COFCF and ROE this is not quite the case : targets of 90% - 100%/110% of a number based on a three year business plan (which is not disclosed) would not qualify as ex-ante disclosure in my opinion as they remain unclear. | Resolution passed |
| Ordinary | 9 | Remuneration policy | Non-binding advisory vote – endorsement of the Company’s remuneration implementation report | Against | • Disclosure on KPI targets was insufficient for the FY21 year to reliably explain incentive awards relative to executive performance. This makes it difficult to endorse an implementation report where disclosure is given ex-post. • To note, STI KPIs and targets were not disclosed in advance for the FY21 year. No reason given for non-disclosure. • FY21 LTI KPIs disclosed in advance in FY20 remuneration policy, but targets not disclosed nor was a reason given for non-disclosure. • Threshold targets disclosed after the fact in the implementation report appeared low (potentially a COVID after-effect where targets were low-balled given uncertainty?) | Resolution passed |
| Ordinary | 10 | Other | Authorisation to sign documents to give effect to resolutions | For | Resolution passed | |
| Ordinary | 1,1 | Remuneration policy | To approve remuneration payable to MTN Group Board Local Chairman | For | Resolution passed | |
| Ordinary | 1,2 | Remuneration policy | To approve remuneration payable to MTN Group Board International Chairman | For | Resolution passed | |
| Ordinary | 1,3 | Remuneration policy | To approve remuneration payable to MTN Group Board Local member | For | Resolution passed | |
| Ordinary | 1,4 | Remuneration policy | To approve remuneration payable to MTN Group Board International member | For | Resolution passed | |
| Ordinary | 1,5 | Remuneration policy | To approve remuneration payable to MTN Group Board Local Lead Independent director | For | Resolution passed | |
| Ordinary | 1,6 | Remuneration policy | To approve remuneration payable to MTN Group Board International Lead Independent director | For | Resolution passed | |
| Ordinary | 1,7 | Remuneration policy | To approve remuneration payable to Human Capital and Remuneration Committee Local Chairman | For | Resolution passed | |
| Ordinary | 1,8 | Remuneration policy | To approve remuneration payable to Human Capital and Remuneration Committee International Chairman | For | Resolution passed | |
| Ordinary | 1,9 | Remuneration policy | To approve remuneration payable to Human Capital and Remuneration Committee Local member | For | Resolution passed | |
| Ordinary | 1,1 | Remuneration policy | To approve remuneration payable to Human Capital and Remuneration Committee International member | For | Resolution passed | |
| Ordinary | 1,11 | Remuneration policy | To approve remuneration payable to Social, Ethics and Sustainability Local Chairman | For | Resolution passed | |
| Ordinary | 1,12 | Remuneration policy | To approve remuneration payable to Social, Ethics and Sustainability International Chairman | For | Resolution passed | |
| Ordinary | 1,13 | Remuneration policy | To approve remuneration payable to Social, Ethics and Sustainability Local member. | For | Resolution passed | |
| Ordinary | 1,14 | Remuneration policy | To approve remuneration payable to Social, Ethics and Sustainability International member. | For | Resolution passed | |
| Ordinary | 1,15 | Remuneration policy | To approve remuneration payable to Audit Committee Local Chairman | For | Resolution passed | |
| Ordinary | 1,16 | Remuneration policy | To approve remuneration payable to Audit Committee International Chairman | For | Resolution passed | |
| Ordinary | 1,17 | Remuneration policy | To approve remuneration payable to Audit Committee Local member | For | Resolution passed | |
| Ordinary | 1,18 | Remuneration policy | To approve remuneration payable to Audit Committee International member | For | Resolution passed | |
| Ordinary | 1,19 | Remuneration policy | To approve remuneration payable to Risk Management and Compliance Committee Local Chairman | For | Resolution passed | |
| Ordinary | 1,2 | Remuneration policy | To approve remuneration payable to Risk Management and Compliance Committee International Chairman | For | Resolution passed | |
| Ordinary | 1,21 | Remuneration policy | To approve remuneration payable to Risk Management and Compliance Committee Local member | For | Resolution passed | |
| Ordinary | 1,22 | Remuneration policy | To approve remuneration payable to Risk Management and Compliance Committee International member | For | Resolution passed | |
| Ordinary | 1,23 | Remuneration policy | To approve remuneration payable to Local member for Special assignments or projects (per day) | For | Resolution passed | |
| Ordinary | 1,24 | Remuneration policy | To approve remuneration payable to International member for Special assignments or projects (per day) | For | Resolution passed | |
| Ordinary | 1,25 | Remuneration policy | To approve remuneration payable for ad hoc work performed by non-executive directors for special projects (hourly rate) | For | Resolution passed | |
| Ordinary | 1,26 | Remuneration policy | To approve remuneration payable to MTN Group Share Trust (trustees) Local Chairman | For | Resolution passed | |
| Ordinary | 1,27 | Remuneration policy | To approve remuneration payable to MTN Group Share Trust (trustees) International Chairman | For | Resolution passed | |
| Ordinary | 1,28 | Remuneration policy | To approve remuneration payable to MTN Group Share Trust (trustees) Local member | For | Resolution passed | |
| Ordinary | 1,29 | Remuneration policy | To approve remuneration payable to MTN Group Share Trust (trustees) International member | For | Resolution passed | |
| Ordinary | 1,3 | Remuneration policy | To approve remuneration payable to Sourcing Committee Local Chairman | For | Resolution passed | |
| Ordinary | 1,31 | Remuneration policy | To approve remuneration payable to Sourcing Committee International Chairman | For | Resolution passed | |
| Ordinary | 1,32 | Remuneration policy | To approve remuneration payable to Sourcing Committee Local member | For | Resolution passed | |
| Ordinary | 1,33 | Remuneration policy | To approve remuneration payable to Sourcing Committee International member | For | Resolution passed | |
| Ordinary | 1,34 | Remuneration policy | To approve remuneration payable to Directors Affairs and Corporate Governance Committee Local Chairman | For | Resolution passed | |
| Ordinary | 1,35 | Remuneration policy | To approve remuneration payable to Directors Affairs and Corporate Governance Committee International Chairman | For | Resolution passed | |
| Ordinary | 1,36 | Remuneration policy | To approve remuneration payable to Directors Affairs and Corporate Governance Committee Local member | For | Resolution passed | |
| Ordinary | 1,37 | Remuneration policy | To approve remuneration payable to Directors Affairs and Corporate Governance Committee International member | For | Resolution passed | |
| Ordinary | 2 | Remuneration policy | To approve the repurchase of the Company’s shares | For | Resolution passed | |
| Ordinary | 3 | Remuneration policy | To approve the granting of financial assistance to subsidiaries and other related and interrelated entities | For | Resolution passed | |
| Ordinary | 4 | Remuneration policy | To approve the granting of financial assistance to directors and/or prescribed officers and employee share scheme beneficiaries | For | Resolution passed | |
| Ordinary | 5 | Remuneration policy | To approve the granting of financial assistance to MTN Zakhele Futhi (RF) Limited | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Resolution to elect and re-elect non-executive and executive directors: Re-election of Dr GJ Fraser-Moleketi as an independent non-executive director | For | Resolution passed | |
| Ordinary | 1,2 | Election of directors | Resolution to elect and re-elect non-executive and executive directors: Re-election of Mr PCCH Snyders as an independent non-executive director | For | Resolution passed | |
| Ordinary | 1,3 | Election of directors | Resolution to elect and re-elect non-executive and executive directors: Election of Mr IN Malevu as a non-executive director | For | Resolution passed | |
| Ordinary | 1,4 | Election of directors | Resolution to elect and re-elect non-executive and executive directors: Election of Ms KM Ireton as an independent non-executive director | For | Resolution passed | |
| Ordinary | 1,5 | Election of directors | Resolution to elect and re-elect non-executive and executive directors: Election of Mr B Magara as an independent non-executive director | For | Resolution passed | |
| Ordinary | 1,6 | Election of directors | Resolution to elect and re-elect non-executive and executive directors: Election of Mr B Mawasha as an independent non-executive director | For | Resolution passed | |
| Ordinary | 1,7 | Election of directors | Resolution to elect and re-elect non-executive and executive directors: Election of Dr P Mnganga as an independent non-executive director | For | Resolution passed | |
| Ordinary | 2,1 | Other | Resolution to elect group Audit committee members: Election of Mr B Mawasha as a member of the group Audit committee | For | Resolution passed | |
| Ordinary | 2,2 | Other | Resolution to elect group Audit committee members: Election of Mr LI Mophatlane as a member of the group Audit committee | For | Resolution passed | |
| Ordinary | 2,3 | Other | Resolution to elect group Audit committee members: Election of Mr V Nkonyeni as a member of the group Audit committee | For | Resolution passed | |
| Ordinary | 2,4 | Other | Resolution to elect group Audit committee members: Election of Ms CJ Nxumalo as a member of the group Audit committee | For | Resolution passed | |
| Ordinary | 3,1 | Other | Resolution to elect group Social, ethics and responsibility committee members: Election of Dr GJ Fraser-Moleketi as a member of the group Social, ethics and responsibility committee | For | Resolution passed | |
| Ordinary | 3,2 | Other | Resolution to elect group Social, ethics and responsibility committee members: Election of Ms KM Ireton as a member of the group Social, ethics and responsibility committee | For | Resolution passed | |
| Ordinary | 3,3 | Other | Resolution to elect group Social, ethics and responsibility committee members: Election of Ms L Mbatha as a member of the group Social, ethics and responsibility committee | For | Resolution passed | |
| Ordinary | 3,4 | Other | Resolution to elect group Social, ethics and responsibility committee members: Election of Mr LI Mophatlane as a member of the group Social, ethics and responsibility committee | For | Resolution passed | |
| Ordinary | 3,5 | Other | Resolution to elect group Social, ethics and responsibility committee members: Election of Mr PCCH Snyders as a member of the group Social, ethics and responsibility committee | For | Resolution passed | |
| Ordinary | 4 | Appointment of auditors | Resolution to appoint KPMG Consortium as independent external auditor for the financial year ending 31 December 2022, until the conclusion of the next AGM | For | Resolution passed | |
| Ordinary | 5 | Shares under director control | Resolution for a general authority to place authorised but unissued shares under the control of directors | For | Resolution passed | |
| Ordinary | 6 | Issuance of shares | Resolution for a general authority to issue shares for cash | For | Resolution passed | |
| Ordinary | 7 | Issuance of shares | Resolution to authorise directors and/or group company secretary to implement the resolutions set out in the notice convening the annual general meeting | For | Resolution passed | |
| Special | 1 | Directors remuneration | Special resolution to approve non-executive directors’ fees for the period 1 June 2022 to the next AGM | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | Special resolution to authorise financial assistance for the subscription of securities | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Special resolution to authorise financial assistance to related or inter-related companies | For | Resolution passed | |
| Special | 4 | Share buy backs | Special resolution for a general authority to repurchase shares | Against | 20% general authorisation to buy back shares is too high – especially given the 30% BEE shareholding which could dilute potential minority shareholders/change in control. | Resolution passed |
| Ordinary | 1 | Remuneration policy | Resolution through non-binding advisory note to approve the remuneration policy | For | Resolution passed | |
| Ordinary | 2 | Remuneration policy | Resolution through non-binding advisory note to endorse the implementation of the remuneration policy | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Re-appointment of independent external auditor | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | Re-election of retiring directors: To re-elect Mr SS Ntsaluba as a director of the Company | For | Resolution passed | |
| Ordinary | 2,2 | Election of directors | Re-election of retiring directors: To re-elect Ms KW Mzondeki as a director of the Company | For | Resolution passed | |
| Ordinary | 2,3 | Election of directors | Re-election of retiring directors: To re-elect Mr TML Setiloane as a director of the Company | For | Resolution passed | |
| Ordinary | 2,4 | Election of directors | Re-election of retiring directors: To re-elect Mr BM Kodisang as a director to the Company | For | Resolution passed | |
| Ordinary | 2,5 | Election of directors | Re-election of retiring directors: To re-elect Mr SG French as a director to the Company | For | Resolution passed | |
| Ordinary | 2,6 | Election of directors | Re-election of retiring directors: To re-elect Mr J Ndlovu as a director to the Company | For | Resolution passed | |
| Ordinary | 2,7 | Election of directors | Re-election of retiring directors: To re-elect Mr GF Smith as a director to the Company | For | Resolution passed | |
| Ordinary | 3,1 | Other | Election of Audit Committee members: Election of Ms KW Mzondeki as a member of the committee | For | Resolution passed | |
| Ordinary | 3,2 | Other | Election of Audit Committee members: Election of Mr TML Setiloane as a member of the committee | For | Resolution passed | |
| Ordinary | 3,3 | Other | Election of Audit Committee members: Election of Mr BM Kodisang as a member of the committee | For | Resolution passed | |
| Ordinary | 4,1 | Remuneration policy | Approval of the remuneration policy: Non-binding advisory vote: Approval of the remuneration policy | For | Resolution passed | |
| Ordinary | 4,2 | Remuneration policy | Approval of the remuneration policy: Non-binding advisory vote: Approval for the implementation of the remuneration policy | For | Resolution passed | |
| Ordinary | 5 | Shares under director control | General authority for directors to allot and issue ordinary shares | For | Resolution passed | |
| Ordinary | 6 | Shares under director control | Authorisation to sign documents to give effect to resolutions | For | Resolution passed | |
| Special | 1 | Share buy backs | General authority to acquire the Company's own ordinary shares | For | Resolution passed | |
| Special | 2 | Directors remuneration | Remuneration payable to non-executive directors | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Approval for the granting of financial assistance in terms of sections 44 and 45 of the Companies Act of South Africa | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Re-appointment of Auditors and Designated Individual Partner | For | Resolution passed | |
| Ordinary | 2 | Election of directors | Re-election of a director: NJ Froneman | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Re-election of a director: SC van der Merwe | For | Resolution passed | |
| Ordinary | 4 | Election of directors | Re-election of a director: SN Danson | For | Resolution passed | |
| Ordinary | 5 | Election of directors | Re-election of a director: HJR Kenyon-Slaney | For | Resolution passed | |
| Ordinary | 6 | Appointment of auditors | Election of a member and chair of the Audit Committee: KA Rayner | For | Resolution passed | |
| Ordinary | 7 | Appointment of auditors | Election of a member of the Audit Committee: TJ Cumming | For | Resolution passed | |
| Ordinary | 8 | Appointment of auditors | Election of a member of the Audit Committee: SN Danson | For | Resolution passed | |
| Ordinary | 9 | Appointment of auditors | Election of a member of the Audit Committee: RP Menell | Against | Concerns around independence | Resolution passed |
| Ordinary | 10 | Appointment of auditors | Election of a member of the Audit Committee: NG Nika | Against | Concerns around independence | Resolution passed |
| Ordinary | 11 | Appointment of auditors | Election of a member of the Audit Committee: SC van der Merwe | Against | Concerns around independence | Resolution passed |
| Ordinary | 12 | Appointment of auditors | Election of a member of the Audit Committee: SV Zilwa | For | Resolution passed | |
| Ordinary | 13 | Issuance of shares | Approval for the issue of authorised but unissued ordinary shares | For | Resolution passed | |
| Ordinary | 14 | Issuance of shares | Issuing equity securities for cash | For | Resolution passed | |
| Ordinary | 15 | Remuneration policy | Non-binding advisory vote on Remuneration Policy | Against | Non-financial and personal KPIs lack sufficient disclosure and the maximum of LTI and STI together seems excessive at 450% of TGP | Resolution passed |
| Ordinary | 16 | Remuneration policy | Non-binding advisory vote on Remuneration Implementation Report | Against | given disclosure concerns, we cannot accurately assess the reasonableness of the awards to management. Also, compared to peers, the quantum of pay seems excessive | Resolution passed |
| Special | 1 | Directors remuneration | Approval for the remuneration of non-executive Directors | For | Resolution passed | |
| Special | 2 | Other | Approval for a per diem allowance | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Approval for the Company to grant financial assistance in terms of sections 44 and 45 of the Act | For | Resolution passed | |
| Special | 4 | Share buy backs | Acquisition of the Company’s own shares and American depository shares | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election of directors Ms MDC Ramos | For | Resolution passed | |
| Ordinary | 1,2 | Election of directors | Re-election of directors Ms MC Richter | For | Resolution passed | |
| Ordinary | 1,3 | Election of directors | Re-election of directors Ms NVB Magubane | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | Election of directors Mr A Calderon Zuleta | For | Resolution passed | |
| Ordinary | 2,2 | Election of directors | Election of directors Mr SP Lawson | For | Resolution passed | |
| Ordinary | 3,1 | Appointment of auditors | Appointment of Audit and Risk Committee members Mr AM Ferguson | For | Resolution passed | |
| Ordinary | 3,2 | Appointment of auditors | Appointment of Audit and Risk Committee members Mr R Gasant | For | Resolution passed | |
| Ordinary | 3,3 | Appointment of auditors | Appointment of Audit and Risk Committee members Ms NVB Magubane | For | Resolution passed | |
| Ordinary | 3,4 | Appointment of auditors | Appointment of Audit and Risk Committee members Ms MC Richter | For | Resolution passed | |
| Ordinary | 3,5 | Appointment of auditors | Appointment of Audit and Risk Committee members Mr JE Tilk | For | Resolution passed | |
| Ordinary | 4,1 | Appointment of auditors | Re-appointment of Ernst & Young Inc. as auditors of the Company | Against | Ernst & Young been the auditors for 78 years. Not independent anymore. | Resolution passed |
| Ordinary | 4,2 | Appointment of auditors | Appointment of PricewaterhouseCoopers Inc. as auditors of the Company as auditors of the Company | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | General authority to directors to allot and issue ordinary shares | For | Resolution passed | |
| Ordinary | 6,1 | Remuneration policy | Separate non-binding advisory endorsements of the AngloGold Ashanti remuneration policy and implementation report | For | Resolution passed | |
| Ordinary | 6,2 | Other | Separate non-binding advisory endorsements of the AngloGold Ashanti implementation report | For | Resolution passed | |
| Special | 7 | Directors remuneration | Remuneration of non-executive directors | For | Resolution passed | |
| Special | 8 | Share buy backs | General authority to acquire the company’s own shares | For | Resolution passed | |
| Special | 9 | Issuance of shares | General authority for directors to issue for cash, those ordinary shares which the directors are authorised to allot and issue in terms of ordinary resolution 5 | For | Resolution passed | |
| Special | 10 | Loan/financial assistance | General authority to provide financial assistance in terms of Sections 44 and 45 of the Companies Act | For | Resolution passed | |
| Special | 11 | Other | Approval of the MOI amendment | For | Resolution passed | |
| Ordinary | 12 | Other | Directors’ authority to implement special and ordinary resolutions | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive the 2021 Report and Accounts | For | Resolution passed | |
| Ordinary | 2 | Remuneration policy | To approve the Remuneration Report | Against | Bonus overly high given net cash flows as % of Aum vs targets | Resolution passed |
| Ordinary | 3 | Remuneration policy | To approve the Remuneration Policy | Against | Bonus overly high given net cash flows as % of Aum vs targets | Resolution passed |
| Ordinary | 4 | Dividend related | To declare a Final Dividend | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To re-elect Tim Breedon as a Director | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To re-elect Tazim Essani as a Director | For | Resolution passed | |
| Ordinary | 7 | Election of directors | To re-elect Paul Feeney as a Director | For | Resolution passed | |
| Ordinary | 8 | Election of directors | To re-elect Moira Kilcoyne as a Director | For | Resolution passed | |
| Ordinary | 9 | Election of directors | To re-elect Ruth Markland as a Director | For | Resolution passed | |
| Ordinary | 10 | Election of directors | To re-elect Paul Matthews as a Director | For | Resolution passed | |
| Ordinary | 11 | Election of directors | To re-elect George Reid as a Director | For | Resolution passed | |
| Ordinary | 12 | Election of directors | To re-elect Chris Samuel as a Director | For | Resolution passed | |
| Ordinary | 13 | Election of directors | To re-elect Mark Satchel as a Director | For | Resolution passed | |
| Ordinary | 14 | Appointment of auditors | To re-appoint PwC LLP as Auditor of the Company | For | Resolution passed | |
| Ordinary | 15 | Auditor remuneration | To authorise the Board Audit Committee to determine the Auditor’s remuneration | For | Resolution passed | |
| Ordinary | 16 | Political donations | To authorise political donations by the Company and its subsidiaries | For | Resolution passed | |
| Special | 17 | Share buy backs | To authorise the Company to purchase its own shares* | For | Resolution passed | |
| Special | 18 | Share buy backs | To authorise the Company to enter into Contingent Purchase Contracts for the purchase of its own shares on the JSE* | For | Resolution passed | |
| Special | 1 | Other | To authorise the adoption of the new Articles of Association | For | Resolution passed | |
| Special | 2 | Issuance of shares | To authorise the issue of B shares | For | Resolution passed | |
| Ordinary | 3 | Issuance of shares | To authorise the consolidation of the Company’s Ordinary shares | For | Resolution passed | |
| Special | 4 | Issuance of shares | To authorise the Company to purchase its own Ordinary shares | For | Resolution passed | |
| Special | 5 | Share buy backs | To authorise the Company to enter into Contingent Purchase Contracts for the purchase of its own shares on the JSE | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Other | Transfer of the Company's registered office, place of effective management and central administration from the Isle of Man to the Grand Duchy of Luxembourg | For | Resolution passed | |
| Ordinary | 2 | Other | Establishment of the Company's registered office | For | Resolution passed | |
| Ordinary | 3 | Other | Continuation of the Company in the Grand Duchy of Luxembourg as a public limited liability company (société anonyme) and change of name of the Company | For | Resolution passed | |
| Ordinary | 4 | Accept Financial Statements and Statutory Reports | Confirmation of description and consistency of net assets, net asset amount and issued share capital | For | Resolution passed | |
| Ordinary | 5 | Accept Financial Statements and Statutory Reports | Amendment and full restatement of the articles of association of the Company | For | Resolution passed | |
| Ordinary | 6 | Election of directors | Acknowledgement of the termination of the mandate of the existing directors of the Company | For | Resolution passed | |
| Ordinary | 7 | Election of directors | Appointment of new directors of the Company | For | Resolution passed | |
| Ordinary | 8 | Appointment of auditors | Appointment of the independent auditor (cabinet de révision agréé) for the financial year 2022 | For | Resolution passed | |
| Ordinary | 9 | Auditor remuneration | Determination of the remuneration of the Luxembourg Auditor | For | Resolution passed | |
| Ordinary | 10 | Issuance of shares | Authorisation of a new authorised capital of the Company | For | Resolution passed | |
| Ordinary | 11 | Issuance of shares | General authority to issue shares for cash | Against | they have more than sufficient cash reserves on the balance sheet and should potentially be considering share buybacks. | Resolution passed |
| Ordinary | 12 | Share buy backs | Authorisation to buy back shares of the Company | For | Resolution passed | |
| Ordinary | 13 | Other | Conditional approval of the transfer of the Company’s registered office, place of effective management and central administration from the Grand Duchy of Luxembourg to the Netherlands | For | Resolution passed | |
| Ordinary | 14 | Other | Amendment of the articles of association of the Company in order to reflect the above resolutions | For | Resolution passed | |
| Ordinary | 15 | Other | Change of name of the Company | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Re-election of Mr CMD Flemming as a director | For | Resolution passed | |
| Ordinary | 2 | Election of directors | Re-election of Mr S Sithole as a director | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Re-election of Mr MH Muell as a director | For | Resolution passed | |
| Ordinary | 4 | Appointment of auditors | Appointment of auditors | For | Resolution passed | |
| Ordinary | 5 | Appointment of auditors | Re-election of audit and risk committee members: i) Re-election of Ms B Mathews as chairman of the audit and risk committee | For | Resolution passed | |
| Ordinary | 5 | Appointment of auditors | Re-election of audit and risk committee members: ii)Re-election of Ms AK Sithebe as member of the audit and risk committee | For | Resolution passed | |
| Ordinary | 5 | Appointment of auditors | Re-election of audit and risk committee members: iii) Re-election of Mr B Mawasha as member of the audit and risk committee | For | Resolution passed | |
| Ordinary | 6 | Remuneration policy | a. Endorsement of the company’s remuneration policy | For | Resolution passed | |
| Ordinary | 6 | Other | b. Endorsement of the company’s implementation report | For | Resolution passed | |
| Special | 1 | Directors remuneration | Approval of non-executive directors’ remuneration | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | Provision of financial assistance in terms of Section 45 of the Companies Act | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Provision of financial assistance in terms of Section 44 of the Companies Act | For | Resolution passed | |
| Special | 4 | Share buy backs | General authority to repurchase the company’s securities | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive the Company’s accounts and the reports of the Directors and auditors for the year ended 31 December 2021 | For | Resolution passed | |
| Special | 2 | Other | To approve that the Company’s capital contribution reserves (forming part of its share premium account) be reduced and be repaid to shareholders as per the terms set out in the notice of meeting. | For | Resolution passed | |
| Ordinary | 3 | Election of directors | To re-elect Kalidas Madhavpeddi as a Director | For | Resolution passed | |
| Ordinary | 4 | Election of directors | To re-elect Peter Coates as a Director. | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To re-elect Martin Gilbert as a Director | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To re-elect Gill Marcus as a Director. | For | Resolution passed | |
| Ordinary | 7 | Election of directors | To re-elect Patrice Merrin as a Director. | For | Resolution passed | |
| Ordinary | 8 | Election of directors | To re-elect Cynthia Carroll as a Director. | For | Resolution passed | |
| Ordinary | 9 | Election of directors | To elect Gary Nagle as a Director. | For | Resolution passed | |
| Ordinary | 10 | Election of directors | To elect David Wormsley as a Director. | For | Resolution passed | |
| Ordinary | 11 | Appointment of auditors | To reappoint Deloitte LLP as the Company’s auditors to hold office until the conclusion of the next general meeting at which accounts are laid or a date to be determined by the Directors. | For | Resolution passed | |
| Ordinary | 12 | Auditor remuneration | To authorise the audit committee to fix the remuneration of the auditors. | For | Resolution passed | |
| Ordinary | 13 | Climate Disclosure | To approve the Company’s 2021 Climate Progress Report. | For | Resolution passed | |
| Ordinary | 14 | Directors remuneration | To approve the Directors’ Remuneration Report as set out in the 2021 Annual Report | Against | Poor disclosure on targets for both STI’s, LTI’s and KPI’s. | Resolution passed |
| Ordinary | 15 | Shares under director control | To renew the authority conferred on the directors pursuant to Article 10.2 of the Company’s Articles of Association. | Against | Potential dilution given quantum of shares that they asking for authority to potentially issue (one third of issued shares). | Resolution passed |
| Special | 16 | Shares under director control | Subject to the passing of resolution 15, to renew the authority conferred on the Directors pursuant to Article 10.3 of the Company’s articles of association to allot equity securities for cash for an Allotment Period. | Against | We do not agree with disallowing pre-emptive rights. | Resolution passed |
| Special | 17 | Shares under director control | Subject to the passing of resolution 15, to renew the authority conferred on the Directors pursuant to Article 10.3 of the Company’s articles of association to allot equity securities for cash for an Allotment Period. | Against | We do not support doing away with pre-emptive rights. | Resolution passed |
| Special | 18 | Share buy backs | To authorise the Company to make market purchases of ordinary Shares. | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Other | Discontinuation from Isle of Man | For | Resolution passed | |
| Ordinary | 2 | Other | Authorisation of Discontinuation from Isle of Man | For | Resolution passed | |
| Ordinary | 3 | Accept Financial Statements and Statutory Reports | Adoption of annual report: To receive and adopt the Company’s annual report for the year ended 31 December 2021 | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Issuance of shares | To approve: (i) the distribution of Ninety One Limited Shares to: (i) Investec Limited Ordinary Shareholders on the Investec Limited Register at the Distribution Record Time; and (ii) via the Investec SA DAS Share, Investec plc Ordinary Shareholders on the Investec plc SA Register at the Distribution Record Time; and (ii) the authorisation of the directors of Investec Limited to take all such action as they may consider necessary or appropriate to carry out the Proposals into effect, as set out in the Notice of Investec Limited General Meeting. | For | Resolution passed | |
| Special | 2 | Other | To approve, subject to the passing of Resolution 1: (i) the amendments to the Investec DAT Deeds; and (ii) the authorisation of the directors of Investec Limited to take all such action as they may consider necessary or appropriate to carry out the Proposals into effect, as set out in the Notice of Investec Limited General Meeting. | For | Resolution passed | |
| Special | 3 | Share option scheme | To approve, subject to the passing of Resolutions 1 and 2: (i) that with effect from the Scheme Effective Time, the share premium account of Investec plc be reduced by £251,000,000 and: (a) part thereof be repaid in specie by Investec plc transferring such number of Ninety One plc Shares to the Scheme Shareholders on the UK Register as appearing at the Scheme Record Time as is equal to 0.13751 Ninety One plc Shares for each Scheme Share held by them; and (b) the balance (if any) thereof be retained by Investec plc and transferred to the reserves of Investec plc to be available for future distributions by Investec plc from time to time or applied by Investec plc from time to time toward any purpose to which such reserves may be applied; (ii) the authorisation of the directors of Investec plc to take the necessary actions to carry the Scheme into effect; and (iii) the amendments to the Investec plc Articles of Association in connection with the UK Distribution, as set out in the Notice of Investec Limited General Meeting. | For | Resolution passed | |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Receipt of the 2021 Annual Report and Accounts. | For | Resolution passed | |
| Ordinary | 2 | Directors remuneration | Approval of the 2021 Directors’ remuneration policy. | Against | No non-financial KPI’s as part of remuneration policy. FY22 Targets are not disclosed in advance. Possibility of FY21 targets being lowered, which facilitated maximum performance against some KPI’s and higher STI awards. | Resolution passed |
| Ordinary | 3 | Directors remuneration | Approval of the 2021 Directors’ remuneration report | Against | No non-financial KPI’s as part of remuneration policy. FY22 Targets are not disclosed in advance. Possibility of FY21 targets being lowered, which facilitated maximum performance against some KPI’s and higher STI awards. | Resolution passed |
| Ordinary | 4 | Appointment of auditors | Reappointment of the Auditors | For | Resolution passed | |
| Ordinary | 5 | Auditor remuneration | Authority for the Audit Committee to agree the Auditors’ remuneration | For | Resolution passed | |
| Ordinary | 6 | Election of directors | Re-election of Luc Jobin as a Director (N) | For | Resolution passed | |
| Ordinary | 7 | Election of directors | Re-election of Jack Bowles as a Director | For | Resolution passed | |
| Ordinary | 8 | Election of directors | Re-election of Tadeu Marroco as a Director | For | Resolution passed | |
| Ordinary | 9 | Election of directors | Re-election of Sue Farr as a Director (N, R) | For | Resolution passed | |
| Ordinary | 10 | Election of directors | Re-election of Karen Guerra as a Director (A, N) | For | Resolution passed | |
| Ordinary | 11 | Election of directors | Re-election of Holly Keller Koeppel as a Director (A, N) | For | Resolution passed | |
| Ordinary | 12 | Election of directors | Re-election of Savio Kwan as a Director (N, R) | For | Resolution passed | |
| Ordinary | 13 | Election of directors | Re-election of Dimitri Panayotopoulos as a Director (N, R) | For | Resolution passed | |
| Ordinary | 14 | Election of directors | Re-election of Darrell Thomas as a Director (A, N) | For | Resolution passed | |
| Ordinary | 15 | Election of directors | Election of Kandy Anand as a Director (N, R), who has been appointed since the last Annual General Meeting | For | Resolution passed | |
| Ordinary | 16 | Political donations | Authority to make donations to political organisations and to incur political expenditure | Against | It looks as if the company has made political donations to US political organisations which we believe are not in the bes interest of corporate governance. | Resolution passed |
| Ordinary | 17 | Shares under director control | Renewal of the Directors’ authority to allot shares | For | Resolution passed | |
| Special | 18 | Shares under director control | Renewal of the Directors’ authority to disapply pre-emption rights | For | Resolution passed | |
| Special | 19 | Share buy backs | Authority for the Company to purchase its own shares | For | Resolution passed | |
| Special | 20 | Other | Notice period for General Meetings | Against | Notice period for meetings should not be shortened from the minum 21 days as per their articles of association. Reducing the notice period to 14 days may prejudice decision making quality. | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Issuance of shares | Authorised capital | For | Resolution passed | |
| Ordinary | 2 | Accept Financial Statements and Statutory Reports | Approval of the statutory annual accounts | For | Resolution passed | |
| Ordinary | 3 | Other | Discharge to the directors | Against | The discharge has been sought without any guidance or accountability. Belgium (where it is listed) is among the markets where the approval of the discharge from liabilities is binding and can hinder legal claims against directors. We further note that the discharge is binding for all shareholders in the company who voted in favour. We believe this is problematic due to the potential damage that could result. We have insufficient information to approve the resolution, due to the general nature of the discharge as there was no mention as to what extent the relevant act or omission could lead to liability. | Resolution passed |
| Ordinary | 4 | Other | Discharge to the statutory auditor | For | Resolution passed | |
| Ordinary | 5.a | Election of directors | Appointment of directors: Mr. Martin J. Barrington | For | Resolution passed | |
| Ordinary | 5.b | Election of directors | Appointment of directors: Mr. William F. Gifford, Jr | For | Resolution passed | |
| Ordinary | 5.c | Election of directors | Appointment of directors: Mr. Alejandro Santo Domingo Dávila | For | Resolution passed | |
| Ordinary | 5.d | Election of directors | Appointment of directors: Mr. Nitin Nohria | For | Resolution passed | |
| Ordinary | 6 | Appointment of auditors | Appointment of statutory auditor and remuneration | Against | There is no justification to reappoint PWC for a period of 3 years. Auditors are generally appointed annually. | Resolution passed |
| Ordinary | 7 | Remuneration policy | Remuneration policy | For | Resolution passed | |
| Ordinary | 8 | Remuneration policy | Remuneration report | For | Resolution passed | |
| Ordinary | 9 | Other | Filing powers for the above resolutions | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive the Report and Accounts. | For | Resolution passed | |
| Ordinary | 2 | Dividend related | To declare a final dividend. | For | Resolution passed | |
| Ordinary | 3 | Dividend related | To declare a special dividend. | For | Resolution passed | |
| Ordinary | 4 | Election of directors | To elect Ian Tyler as a director of the Company. | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To elect Duncan Wanblad as a director of the Company. | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To re-elect Ian Ashby as a director of the Company. | For | Resolution passed | |
| Ordinary | 7 | Election of directors | To re-elect Marcelo Bastos as a director of the Company. | For | Resolution passed | |
| Ordinary | 8 | Election of directors | To re-elect Elisabeth Brinton as a director of the Company. | For | Resolution passed | |
| Ordinary | 9 | Election of directors | To re-elect Stuart Chambers as a director of the Company. | For | Resolution passed | |
| Ordinary | 10 | Election of directors | To re-elect Hilary Maxson as a director of the Company. | For | Resolution passed | |
| Ordinary | 11 | Election of directors | To re-elect Hixonia Nyasulu as a director of the Company. | For | Resolution passed | |
| Ordinary | 12 | Election of directors | To re-elect Nonkululeko Nyembezi as a director of the Company. | For | Resolution passed | |
| Ordinary | 13 | Election of directors | To re-elect Tony O’Neill as a director of the Company. | For | Resolution passed | |
| Ordinary | 14 | Election of directors | To re-elect Stephen Pearce as a director of the Company. | For | Resolution passed | |
| Ordinary | 15 | Appointment of auditors | To re-appoint PricewaterhouseCoopers LLP as auditor of the Company for the ensuing year. | For | Resolution passed | |
| Ordinary | 16 | Auditor remuneration | To authorise the directors to determine the remuneration of the auditor. | For | Resolution passed | |
| Ordinary | 17 | Remuneration policy | To approve the implementation report contained in the directors’ remuneration report. | For | Resolution passed | |
| Ordinary | 18 | Issuance of shares | To approve the Anglo American plc Share Ownership Plan 2022. | For | Resolution passed | |
| Ordinary | 19 | Climate Disclosure | To approve the Climate Change Report 2021. | For | Resolution passed | |
| Ordinary | 20 | Issuance of shares | To authorise the directors to allot shares. | For | Resolution passed | |
| Special | 21 | Issuance of shares | To disapply pre-emption rights. | For | Resolution passed | |
| Special | 22 | Share buy backs | To authorise the purchase of own shares. | For | Resolution passed | |
| Special | 23 | Other | To authorise the directors to call general meetings (other than an AGM) on not less than 14 clear days’ notice. | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Issuance of shares | Approval of the scheme | For | Resolution passed | |
| Special | 2 | Issuance of shares | Revocation of special resolution number 1 if the scheme is not implemented. | For | Resolution passed | |
| Special | 3 | Issuance of shares | Approval for issuing of DIB shares as scheme consideration | For | Resolution passed | |
| Ordinary | 1 | Other | Authorisation of directors | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Other | Hystead acquisition | For | Resolution passed | Ordinary |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Annual Report and Accounts | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Directors remuneration | Director's Remuneration Policy | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Remuneration policy | Annual Report on Remuneration | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Election of directors | Re-election of Sir Julian Berney Bt | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Election of directors | Re-election of Mr Jonathan Thompson | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Election of directors | Re-election of Mr Mark Patterson | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Election of directors | Re-election of Mrs Elizabeth Edwards | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Appointment of auditors | Re-appointment of PrincewaterhouseCoopers LLP as auditors | Against | They have already been the firm’s auditors for 6 years from 30 September 2016 to 30 September 2021. It is generally guided per corporate governance guidelines like the King Code that an audit firm is rotated every 5 years to ensure sustained independence. | Resolution passed | Ordinary |
| Ordinary | 9 | Other | Authority to determine the auditor's remuneration | For | Resolution passed | Ordinary | |
| Ordinary | 10 | Dividend related | Company's Dividend Policy | For | Resolution passed | Ordinary | |
| Ordinary | 11 | Issuance of shares | Authority to allot shares | For | Resolution passed | Ordinary | |
| Special | 12 | Share option scheme | Disapplication of pre-emption rights | For | Resolution passed | Special | |
| Special | 13 | Share buy backs | Authority to purchase own shares | For | Resolution passed | Special | |
| Special | 14 | Other | Amendment of Articles | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Re-election of ZJ Matlala as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Election of directors | Re-election of Y Waja as a director | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Election of directors | Re-election of Prof E Links as a director | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Election of directors | Re-election of BH Azizollahoff as a director | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Election of directors | Re-election of R Asmal as a director | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Election of directors | Re-election of IS Petersen as a director | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Election of directors | Re-election of SA Halliday as a director | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Other | Re-election of Y Waja as a member and chairman of the audit and risk committee. | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Other | Re-election of BH Azizollahoff as a member of the audit and risk committee. | For | Resolution passed | Ordinary | |
| Ordinary | 10 | Other | Re-election of Prof E Links as a member of the audit and risk committee. | For | Resolution passed | Ordinary | |
| Ordinary | 11 | Appointment of auditors | Re-election of Mazars as independent external auditor and Susan Truter as the designated audit partner of the company. | For | Resolution passed | Ordinary | |
| Ordinary | 12 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | Ordinary | |
| Ordinary | 13 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option. | For | Resolution passed | Ordinary | |
| Ordinary | 14 | Remuneration policy | Endorsement of the remuneration policy | For | Resolution passed | Ordinary | |
| Ordinary | 15 | Remuneration policy | Endorsement of the remuneration implementation report. | For | Resolution passed | Ordinary | |
| Ordinary | 16 | Other | To authorise the signature of documentation | For | Resolution passed | Ordinary | |
| Special | 1 | Loan/financial assistance | Financial assistance to related or inter-related companies | For | Resolution passed | Special | |
| Special | 2 | Loan/financial assistance | Financial assistance for the subscription and/or purchase of securities in the company or in related or inter-related companies. | For | Resolution passed | Special | |
| Special | 3 | Share buy backs | Share repurchases | For | Resolution passed | Special | |
| Special | 4 | Directors remuneration | Approval of non-executive directors’ remuneration | For | Resolution passed | Special | |
| Special | 5 | Issuance of shares | Approval to issue shares in terms of section 41(1) of the Companies Act. | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Re-election of Bridgitte Mathews as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Election of directors | Re-election of Amanda Dambuza as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Election of directors | Re-election of Andrew König as executive director | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Election of directors | Re-election of Ntombi Langa-Royds as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 5,1 | Appointment of auditors | Election of Bridgitte Mathews as a member of the audit committee | For | Resolution passed | Ordinary | |
| Ordinary | 5,2 | Appointment of auditors | Election of Diane Radley as chairperson and as a member of the audit committee | For | Resolution passed | Ordinary | |
| Ordinary | 5,3 | Appointment of auditors | Election of Lesego Sennelo as a member of the audit committee | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Appointment of auditors | Re-appointment of PwC as independent external auditor | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Shares under director control | Placing the unissued ordinary shares under the control of the directors | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Other | Specific authority to issue shares pursuant to a reinvestment option | For | Resolution passed | Ordinary | |
| Ordinary | 10 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the company | For | Resolution passed | Ordinary | |
| Ordinary | 11 | Remuneration policy | Non-binding advisory vote on the implementation of the remuneration policy of the company | For | Resolution passed | Ordinary | |
| Ordinary | 12 | Other | Authorisation of directors and/or the company secretary | For | Resolution passed | Ordinary | |
| Special | 1 | Directors remuneration | Non-executive director fees | For | Resolution passed | Special | |
| Special | 2 | Loan/financial assistance | Approval for the granting of financial assistance to directors, prescribed officers and other identified employees as employee share scheme beneficiaries. | For | Resolution passed | Special | |
| Special | 3,1 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 44 of the Companies Act. | For | Resolution passed | Special | |
| Special | 3,2 | Loan/financial assistance | Approval for the granting of financial assistance in terms of section 45 of the Companies Act. | For | Resolution passed | Special | |
| Special | 4 | Share buy backs | General authority for a repurchase of shares issued by the company | For | Resolution passed | Special | |
| Special | 5 | Share buy backs | Specific authority to repurchase the Ma’Afrika shares | For | Resolution passed | Special | |
| Special | 6 | Share buy backs | Specific authority to repurchase the Madison shares | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Re-election of Ms T Abdool-Samad as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Election of directors | Re-election of Mr AB Darko as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Election of directors | Re-election of Mr AE Dickson as an executive director | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Election of directors | Re-election of Mr LP Fourie as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Election of directors | Re-election of Adv NDB Orleyn as a non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Appointment of auditors | Re-election of Mr LP Fourie to the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Appointment of auditors | Re-election of Ms T Abdool-Samad to the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Appointment of auditors | Re-election of Mr AB Darko to the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Appointment of auditors | Re-election of Ms S Martin to the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 10 | Appointment of auditors | Re-election of Dr MT Matshoba-Ramuedzisi to the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 11 | Appointment of auditors | Re-appointment of external auditors: Deloitte & Touche | For | Resolution passed | Ordinary | |
| Ordinary | 12 | Appointment of auditors | Appointment of individual designated auditor: Ms N Ranchod | For | Resolution passed | Ordinary | |
| Ordinary | 13 | Other | Ratification relating to personal financial interest arising from multiple offices in the Reunert Group | For | Resolution passed | Ordinary | |
| Ordinary | 14 | Remuneration policy | Endorsement of the Reunert Remuneration Policy | For | Resolution passed | Ordinary | |
| Ordinary | 15 | Remuneration policy | Endorsement of the Reunert Remuneration Implementation Report | For | Resolution passed | Ordinary | |
| Special | 16 | Share buy backs | General authority to repurchase shares, which repurchase shall not exceed 5% of the issued shares as at the date of the Notice to which this Form of Proxy is attached | For | Resolution passed | Special | |
| Special | 17 | Directors remuneration | Approval of non-executive directors’ remuneration | For | Resolution passed | Special | |
| Special | 18 | Directors remuneration | Approval of non-executive directors’ remuneration for ad hoc assignments | For | Resolution passed | Special | |
| Special | 19 | Loan/financial assistance | Approval of financial assistance relating to share repurchases of Reunert’s shares and share plans (S44) | For | Resolution passed | Special | |
| Special | 20 | Loan/financial assistance | Approval of financial assistance to the Group relating to securities for the advancement of commercial interests (S44) | For | Resolution passed | Special | |
| Special | 21 | Loan/financial assistance | Approval of financial assistance for the furtherance of the Group’s commercial interests, to related or inter-related entities or related foreign companies (S45) | For | Resolution passed | Special | |
| Ordinary | 22 | Other | Signature of documents and authority of executive director or company secretary to implement resolutions passed | For | Resolution passed | Ordinary |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Acceptance of annual financial statements | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Election of directors | Re-election of Mr MD Lynch-Bell as a director | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Election of directors | Re-election of Mr H Molotsi as a director | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Election of directors | Re-election of Ms N Mokhesi as a director | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Other | Election of Dr NN Gwagwa as a director | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Other | Election of Ms HH Hickey as a member and chair of the audit and risk committee. | Against | Mrs Hickey is a former at Ety(Auditors). Not independent. | Resolution passed | Ordinary |
| Ordinary | 7 | Other | Re-election of Mr MD Lynch-Bell as a member of the audit and risk committee. | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Other | Re-election of Ms NP Mnxasana as a member of the audit and risk committee. | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Other | Election of Mr HN Molotsi as a member of the audit and risk committee. | For | Resolution passed | Ordinary | |
| Ordinary | 10 | Appointment of auditors | Appointment of external auditor | For | Resolution passed | Ordinary | |
| Ordinary | 11 | Remuneration policy | Non-binding advisory vote on remuneration policy. | For | Resolution passed | Ordinary | |
| Ordinary | 12 | Remuneration policy | Non-binding advisory vote on remuneration implementation report. | For | Resolution passed | Ordinary | |
| Special | 1,1 | Directors remuneration | Approval of non-executive directors’ fees: Chair of the board | For | Resolution passed | Special | |
| Special | 1,2 | Directors remuneration | Approval of non-executive directors’ fees: Resident non-executive directors | Against | Fees are not linked to meeting attendance. | Resolution passed | Special |
| Special | 1,3 | Directors remuneration | Approval of non-executive directors’ fees: Lead Independent Director | For | Resolution passed | Special | |
| Special | 1,4 | Directors remuneration | Approval of non-executive directors’ fees: Non-resident non-executive directors. | Against | Fees are not linked to meeting attendance. | Resolution passed | Special |
| Special | 1,5 | Other | Approval of non-executive directors’ fees: Resident chair of the audit and risk committee. | For | Resolution passed | Special | |
| Special | 1,6 | Other | Approval of non-executive directors’ fees: Resident members of the audit and risk committee. | For | Resolution passed | Special | |
| Special | 1,7 | Other | Approval of non-executive directors’ fees: Non-resident members of the audit and risk committee. | For | Resolution passed | Special | |
| Special | 1,8 | Other | Approval of non-executive directors’ fees: Non-resident chair of the remuneration committee. | For | Resolution passed | Special | |
| Special | 1,9 | Other | Approval of non-executive directors’ fees: Resident chair of the remuneration committee. | For | Resolution passed | Special | |
| Special | 1,1 | Other | Approval of non-executive directors’ fees: Resident chair of the social, ethics and transformation committee. | For | Resolution passed | Special | |
| Special | 1,11 | Other | Approval of non-executive directors’ fees: Resident chair of the strategy and investment committee. | For | Resolution passed | Special | |
| Special | 1,12 | Other | Approval of non-executive directors’ fees: Resident chair of the nomination committee. | For | Resolution passed | Special | |
| Special | 1,13 | Other | Approval of non-executive directors’ fees: Resident members of each of the board committees other than the audit and risk committee. | For | Resolution passed | Special | |
| Special | 1,14 | Other | Approval of non-executive directors’ fees: Non-resident members of each of the board committees other than the audit and risk committee. | For | Resolution passed | Special | |
| Special | 2 | Loan/financial assistance | Approval of loans or other financial assistance to related or inter-related companies and corporations. | For | Resolution passed | Special | |
| Special | 3 | Share buy backs | General authority to acquire the company’s own shares. | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election of the directors retiring by rotation in terms of the Sappi’s memorandum of incorporation: Mr SR Binnie. | For | Resolution passed | Ordinary | |
| Ordinary | 1,2 | Election of directors | Re-election of the directors retiring by rotation in terms of the Sappi’s memorandum of incorporation: Mr JM Lopez. | For | Resolution passed | Ordinary | |
| Ordinary | 1,3 | Election of directors | Re-election of the directors retiring by rotation in terms of the Sappi’s memorandum of incorporation: Mr BR Beamish. | For | Resolution passed | Ordinary | |
| Ordinary | 2,1 | Other | Election of Audit and Risk Committee members: Mr NP Mageza (chairperson). | Against | Not Independent due to length of tenure (12 years on board), he is likely to also have capacity constraints given his duties on other boards – might not be able to have the time to exercise the skill and care that the role requires as chairperson of Audit and Risk committee. | Resolution passed | Ordinary |
| Ordinary | 2,2 | Other | Election of Audit and Risk Committee members: Ms ZN Malinga. | For | Resolution passed | Ordinary | |
| Ordinary | 2,3 | Other | Election of Audit and Risk Committee members: Dr B Mehlomakulu. | Against | Reputational risk given her dismissal as CEO of the SABS and irregular links to the Gupta family. While not conclusive – choose to err on the side of caution. | Resolution passed | Ordinary |
| Ordinary | 2,4 | Other | Election of Audit and Risk Committee members: Mr RJAM Renders. | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Appointment of auditors | Re-appointment of KPMG Inc as auditors of Sappi for the year ending 2022 and until the conclusion of the next Annual General Meeting of Sappi. | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Remuneration policy | Non-binding endorsement remuneration policy. | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Remuneration policy | Non-binding endorsement remuneration policy implementation report. | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Other | Authority for directors and Group Company Secretary to sign all such documents and do all such things necessary to or reasonably desirable for or incidental to the implementation of the resolutions passed at this AGM. | For | Resolution passed | Ordinary | |
| Special | 1 | Directors remuneration | Non-executive director's fees. | For | Resolution passed | Special | |
| Special | 2 | Loan/financial assistance | Loans or other financial assistance to related or inter-related companies. | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Other | To authorise the Company's migration to a secondary listing on the JSE with effect from 11 February 2022 in accordance with the terms of Resolution 1. | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Share option scheme | To authorise the Industrials REIT Limited SAYE Share Option Plan in accordance with the terms of Resolution 2. | For | Resolution passed | Ordinary | |
| Special | 3 | Other | THAT the articles of incorporation produced to the meeting and initialled by the chair of the meeting for the purpose of identification be adopted by the Company in substitution of, and to the exclusion of, the existing articles of incorporation with effect from completion of the purposed JSE Migration in accordance with the terms of Resolution 3. | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election and election of directors: K Moroka | For | Resolution passed | Ordinary | |
| Ordinary | 1,2 | Election of directors | Re-election and election of directors: M Kuscus | For | Resolution passed | Ordinary | |
| Ordinary | 1,3 | Election of directors | Re-election and election of directors: T Leoka | For | Resolution passed | Ordinary | |
| Ordinary | 1,4 | Election of directors | Re-election and election of directors: R Philips | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Appointment of auditors | Re-appointment of independent external auditors | For | Resolution passed | Ordinary | |
| Ordinary | 3,1 | Appointment of auditors | Appointment of the following audit committee member: MR Bower (Chair). | For | Resolution passed | Ordinary | |
| Ordinary | 3,2 | Appointment of auditors | Appointment of the following audit committee member: B Bulo. | For | Resolution passed | Ordinary | |
| Ordinary | 3,3 | Appointment of auditors | Appointment of the following audit committee member: D Kneale. | For | Resolution passed | Ordinary | |
| Ordinary | 3,4 | Appointment of auditors | Appointment of the following audit committee member: T Leoka. | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Other | Signature of documents | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Remuneration policy | Approval of the remuneration policy | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Other | Approval of the implementation report. | For | Resolution passed | Ordinary | |
| Special | 7 | Share buy backs | General authority to repurchase shares | For | Resolution passed | Special | |
| Special | 8 | Directors remuneration | Approval of non-executive director's remuneration for the period 1 October 2021 to 30 September 2022. | For | Resolution passed | Special | |
| Special | 9 | Loan/financial assistance | Financial assisstance to related and inter-related companies in terms of sections 44 and 45 of the Companies Act. | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Consideration and adoption of Annual Financial Statements | For | Resolution passed | Ordinary | |
| Ordinary | 2,1 | Election of directors | Mr FG van Heerden | For | Resolution passed | Ordinary | |
| Ordinary | 2,2 | Election of directors | Ms AD Cupido | For | Resolution passed | Ordinary | |
| Ordinary | 3,1 | Election of directors | Re-election of Mr WF Potgieter | For | Resolution passed | Ordinary | |
| Ordinary | 3,2 | Election of directors | Re-election of Mrs TM Shabangu | For | Resolution passed | Ordinary | |
| Ordinary | 4,1 | Other | Re-appointment of the following as a member of the Audit and Risk Management Committee: Mr DJ Fouché | For | Resolution passed | Ordinary | |
| Ordinary | 4,2 | Other | Re-appointment of the following as a member of the Audit and Risk Management Committee: Mr S Mayet | For | Resolution passed | Ordinary | |
| Ordinary | 4,3 | Other | Re-appointment of the following as a member of the Audit and Risk Management Committee: Mrs TM Shabangu (subject to the passing of ordinary resolution 3.2) | For | Resolution passed | Ordinary | |
| Ordinary | 5,1 | Other | Re-appointment of the following as a member of the Social and Ethics Committee: Mrs TM Shabangu (subject to the passing of ordinary resolution 3.2) | For | Resolution passed | Ordinary | |
| Ordinary | 5,2 | Other | Re-appointment of the following as a member of the Social and Ethics Committee: Dr T Eloff | For | Resolution passed | Ordinary | |
| Ordinary | 5,3 | Other | Re-appointment of the following as a member of the Social and Ethics Committee: Mr GD Arnold | For | Resolution passed | Ordinary | |
| Ordinary | 5,4 | Other | Re-appointment of the following as a member of the Social and Ethics Committee: Mr LW Hansen | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Appointment of auditors | Appointment of the independent auditor | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Auditor remuneration | Authority for determination of auditor’s remuneration | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Remuneration policy | Approval of the Remuneration Policy | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Remuneration policy | Approval of the implementation of the Remuneration Policy | For | Resolution passed | Ordinary | |
| Ordinary | 10 | Other | Signature of documentation | For | Resolution passed | Ordinary | |
| Special | 11 | Other | Fees payable to non-executive directors | For | Resolution passed | Special | |
| Special | 12 | Other | Authority to provide financial assistance to related and inter-related companies | For | Resolution passed | Special | |
| Special | 13 | Share buy backs | General authority to repurchase shares in the Company | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Share option scheme | Endorsement of the Conditional Share Plan 2022 | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Share option scheme | Endorsement of TSR Hurdled Incentive Plan 2022 | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Other | Implementation of resolutions | For | Resolution passed | Ordinary |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Shares under director control | Placing the unissued ordinary shares under the control of the directors | Against | The resolution allows Redefine to issue more shares in favour of poor deal proposal which is not beneficial to Redefine shareholders. | Resolution passed | Ordinary |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Other | To approve BHP’s unification proposal- the Plc Scheme. | For | Resolution passed | Ordinary |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Re-appointment of the auditors | For | Resolution passed | Ordinary | |
| Ordinary | 2,1 | Election of directors | Re-election of Ms SN Maziya as director | Against | Director is not independent, has been a member since 2006. | Resolution passed | Ordinary |
| Ordinary | 2,2 | Election of directors | Re-election of Ms KM Forbay as director | For | Resolution passed | Ordinary | |
| Ordinary | 2,3 | Election of directors | Re-election of Mr AJ Bester as director | For | Resolution passed | Ordinary | |
| Ordinary | 3,1 | Other | Appointment of Mr AJ Bester as Audit committee member | For | Resolution passed | Ordinary | |
| Ordinary | 3,2 | Other | Appointment of Mr RW Gardiner as Audit committee member | For | Resolution passed | Ordinary | |
| Ordinary | 3,3 | Other | Appointment of Ms SN Maziya as Audit committee member | Against | Director is not independent, has been a member since 2006. | Resolution passed | Ordinary |
| Ordinary | 3,4 | Other | Appointment of Ms KM Forbay as Audit committee member | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Remuneration policy | Non-binding advisory vote: endorsement of the Company’s Remuneration policy | Against | Excessive STO bonus for poor performance. Executives earned double their salary in STI bonuses while they delivered poor results. | Resolution passed | Ordinary |
| Ordinary | 5 | Remuneration policy | Non-binding advisory vote: endorsement of the Company’s Remuneration and Implementation Report | Against | Excessive STO bonus for poor performance. Executives earned double their salary in STI bonuses while they delivered poor results. | Resolution passed | Ordinary |
| Ordinary | 6 | Shares under director control | Placing unissued shares under the control of the directors | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Other | Directors’ and/or Company secretary authority to implement special and ordinary resolutions | For | Resolution passed | Ordinary | |
| Special | 1 | Directors remuneration | Approval of directors’ fees for 2021/2022 financial year | For | Resolution passed | Special | |
| Special | 2 | Loan/financial assistance | Financial assistance to directors, prescribed officers, employee share scheme beneficiaries and related or inter-related companies and corporations | For | Resolution passed | Special | |
| Special | 3 | Share buy backs | General authority to repurchase Company shares | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Presentation and adoption of Annual Financial Statements | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Other | Presentation and noting of the Social & Ethics Committee report | For | Resolution passed | Ordinary | |
| Ordinary | 3,1 | Election of directors | Re-election of: Kuseni Dlamini | For | Resolution passed | Ordinary | |
| Ordinary | 3,2 | Election of directors | Re-election of: Ben Kruger | For | Resolution passed | Ordinary | |
| Ordinary | 3,3 | Election of directors | Re-election of: Themba Mkhwanazi | For | Resolution passed | Ordinary | |
| Ordinary | 3,4 | Election of directors | Re-election of: Babalwa Ngonyama | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Appointment of auditors | Reappointment of independent external auditors | For | Resolution passed | Ordinary | |
| Ordinary | 5,1 | Other | Election of Audit & Risk Committee member: Linda de Beer | For | Resolution passed | Ordinary | |
| Ordinary | 5,2 | Other | Election of Audit & Risk Committee member: Ben Kruger | For | Resolution passed | Ordinary | |
| Ordinary | 5,3 | Other | Election of Audit & Risk Committee member: Babalwa Ngonyama | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Shares under director control | Place unissued shares under the control of directors | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Issuance of shares | General but restricted authority to issue shares for cash | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Other | Authorisation for an executive director to sign necessary documents | For | Resolution passed | Ordinary | |
| Non-binding advisory votes | i | Remuneration policy | Remuneration policy | For | Resolution passed | Non-binding advisory votes | |
| Non-binding advisory votes | ii | Remuneration policy | Remuneration implementation report | For | Resolution passed | Non-binding advisory votes | |
| Special | 1.1 (a) | Directors remuneration | Remuneration of non-executive: Board Chairman | For | Resolution passed | Special | |
| Special | 1.1 (b) | Directors remuneration | Remuneration of non-executive: Board Member | For | Resolution passed | Special | |
| Special | 1.2 (a) | Directors remuneration | Remuneration of non-executive: Audit & Risk Committee - Chairman | For | Resolution passed | Special | |
| Special | 1.2 (b) | Directors remuneration | Remuneration of non-executive: Audit & Risk Committee - Member | For | Resolution passed | Special | |
| Special | 1.3 (a) | Directors remuneration | Remuneration of non-executive: Remuneration & Nomination Committee - Chairman | For | Resolution passed | Special | |
| Special | 1.3 (b) | Directors remuneration | Remuneration of non-executive: Remuneration & Nomination Committee - Member | For | Resolution passed | Special | |
| Special | 1.4 (a) | Directors remuneration | Remuneration of non-executive: Social & Ethics Committee - Chairman | For | Resolution passed | Special | |
| Special | 1.4 (b) | Directors remuneration | Remuneration of non-executive: Social & Ethics Committee - Member | For | Resolution passed | Special | |
| Special | 2 | Loan/financial assistance | Financial assistance to related or inter-related company | For | Resolution passed | Special | |
| Special | 3 | Share buy backs | General authority to repurchase shares | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Re-election of Mr F Abbott | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Election of directors | Re-election of Mr WM Gule | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Election of directors | Re-election of Mr AK Maditsi | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Election of directors | Re-election of Mr DC Noko | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Appointment of auditors | Reappointment of external auditor and Mr PD Grobbelaar as the designated auditor | Against | Board tenure is well in excess of 10 years – which starts creating familiarity and potentially compromising independence. | Resolution passed | Ordinary |
| Ordinary | 6,1 | Other | Elect the following independent non-executive directors as members of the audit and risk committee: Mr TA Boardman | Against | Board tenure is well in excess of 10 years – which starts creating familiarity and potentially compromising independence. | Resolution passed | Ordinary |
| Ordinary | 6,2 | Other | Elect the following independent non-executive directors as members of the audit and risk committee:Mr F Abbott | Against | Board tenure is well in excess of 10 years – which starts creating familiarity and potentially compromising independence. | Resolution passed | Ordinary |
| Ordinary | 6,3 | Other | Elect the following independent non-executive directors as members of the audit and risk committee: Mr AD Botha | Against | Board tenure is well in excess of 10 years – which starts creating familiarity and potentially compromising independence. | Resolution passed | Ordinary |
| Ordinary | 6,4 | Other | Elect the following independent non-executive directors as members of the audit and risk committee: Mr AK Maditsi | Against | Board tenure is well in excess of 10 years – which starts creating familiarity and potentially compromising independence. | Resolution passed | Ordinary |
| Ordinary | 6,5 | Other | Elect the following independent non-executive directors as members of the audit and risk committee: Ms PJ Mnisi | For | Resolution passed | Ordinary | |
| Ordinary | 6,6 | Other | Elect the following independent non-executive directors as members of the audit and risk committee: Dr RV Simelane | Against | Board tenure is well in excess of 10 years – which starts creating familiarity and potentially compromising independence. | Resolution passed | Ordinary |
| Ordinary | 7 | Remuneration policy | Non-binding advisory vote on the company’s remuneration policy | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Remuneration policy | Non-binding advisory vote on the company’s remuneration implementation report | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Shares under director control | Placing control of authorised but unissued company shares in the hands of the board | For | Resolution passed | Ordinary | |
| Ordinary | 10 | Issuance of shares | General authority to allot and issue shares for cash | For | Resolution passed | Ordinary | |
| Special | 1,1 | Directors remuneration | Authorise the company to pay the following remuneration to non-executive directors: Annual retainer fees as outlined in the notice of annual general meeting | For | Resolution passed | Special | |
| Special | 1,2 | Directors remuneration | Authorise the company to pay the following remuneration to non-executive directors: Fees for attending board meetings as outlined the notice of annual general meeting | For | Resolution passed | Special | |
| Special | 2 | Other | Committee meeting attendance fees with effect from 1 July 2021 as outlined the notice of annual general meeting | For | Resolution passed | Special | |
| Special | 3 | Loan/financial assistance | Financial assistance – for subscription for securities | For | Resolution passed | Special | |
| Special | 4 | Loan/financial assistance | Financial assistance – for related or inter-related companies | For | Resolution passed | Special | |
| Special | 5 | Issuance of shares | Issue of shares to persons listed in section 41(1) of the Companies Act in connection with the company’s share or employee incentive schemes | For | Resolution passed | Special | |
| Special | 6 | Share buy backs | General authority to repurchase shares | Against | While we don’t disagree with the percentage of shares being able to be re-purchased (5%), in this respect with a large controlling shareholder, any share repurchases by the company could compromise minority shareholders rights. | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election of director: JP Burger | For | Resolution passed | Ordinary | |
| Ordinary | 1,2 | Election of directors | Re-election of director: T Winterboer | For | Resolution passed | Ordinary | |
| Ordinary | 1,3 | Other | Vacancy filled by director during the year: SP Sibisi | For | Resolution passed | Ordinary | |
| Ordinary | 2,1 | Appointment of auditors | Appointment of Deloitte & Touche as external auditor | For | Resolution passed | Ordinary | |
| Ordinary | 2,2 | Appointment of auditors | Appointment of PricewaterhouseCoopers Inc. as external auditor | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Issuance of shares | General authority to issue authorised but unissued ordinary shares for cash | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Other | Signing authority to director and/or group company secretary | For | Resolution passed | Ordinary | |
| Advisory endorsement | i | Remuneration policy | Advisory endorsement on a non-binding basis for the remuneration policy | Against | No disclosure of STI targets in advance - makes it difficult at assess if the performance metrics are relevant and impossible to link performance to awards. LTI’s - Financial vesting targets seems low. We would also prefer a longer vesting period than the current 3 year period. | Resolution passed | Advisory endorsement |
| Advisory endorsement | ii | Remuneration policy | Advisory endorsement on a non-binding basis for the remuneration implementation report | Against | Given that FY21 STI performance targets and outcomes were not adequately disclosed, it makes it very difficult to calculate the value of STI awards. Lack of disclosure makes accountability difficult. | Resolution rejected | Advisory endorsement |
| Special | 1 | Share buy backs | General authority to repurchase ordinary shares | For | Resolution passed | Special | |
| Special | 2,1 | Loan/financial assistance | Financial assistance to directors and prescribed officers as employee share scheme beneficiaries | For | Resolution passed | Special | |
| Special | 2,2 | Loan/financial assistance | Financial assistance to related and interrelated entities | For | Resolution passed | Special | |
| Special | 3 | Directors remuneration | Remuneration of non-executive directors with effect from 1 December 2021 | Against | We are in principle against a fixed annual fee. We understand that board members can not always attend meetings and would therefore prefer a combination of a per attendance fee and a fixed annual fee. | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Confirmation of appointment and election of Bram Goossens as a director | For | Resolution passed | Ordinary | |
| Ordinary | 1,2 | Election of directors | Confirmation of appointment and election of Thavanesan Chetty as a director | For | Resolution passed | Ordinary | |
| Ordinary | 1,3 | Election of directors | Confirmation of appointment and election of Benjamin Monaheng as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2,1 | Election of directors | Re-election of Susan Melanie Ludolph as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2,2 | Election of directors | Re-election of Sipho Vuso Majija as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2,3 | Election of directors | Re-election of Vuyiswa Reitumetse Ramokgopa as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2,4 | Election of directors | Re-election of Donnovan Stephen Pydigadu as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2,5 | Election of directors | Re-election of Ian David Vorster as a director | For | Resolution passed | Ordinary | |
| Ordinary | 3,1 | Other | Re-election of Susan Melanie Ludolph as a member of the audit committee | For | Resolution passed | Ordinary | |
| Ordinary | 3,2 | Other | Election of Bram Goossens as a member of the audit committee | For | Resolution passed | Ordinary | |
| Ordinary | 3,3 | Other | Election of Benjamin Monaheng Kodisang as a member of the audit committee | For | Resolution passed | Ordinary | |
| Ordinary | 3,4 | Other | Re-election of Jan Naudé Potgieter as a member of the audit committee | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Appointment of auditors | Reappointment of auditor | Against | Auditor has been auditing the group for more than 10 years. While the group is required to appoint new auditors in 2023 financial year, they should have already rotated auditors | Resolution passed | Ordinary |
| Ordinary | 5 | Issuance of shares | General authority to issue shares for cash | Against | Trading at discounts to NAV, no reason to be issuing shares for cash | Resolution passed | Ordinary |
| Ordinary | 6 | Other | Authority for directors or the company secretary to implement resolutions | For | Resolution passed | Ordinary | |
| Special | 1 | Loan/financial assistance | Approval of financial assistance to related or inter-related companies | For | Resolution passed | Special | |
| Special | 2 | Share buy backs | Approval of the repurchase of shares | For | Resolution passed | Special | |
| Special | 3 | Loan/financial assistance | Approval of the provision of financial assistance for the purchase of shares for Black Economic Empowerment purposes | For | Resolution passed | Special | |
| Special | 4 | Directors remuneration | Authorising non-executive directors’ fees | Against | Fees appear high relative to competitors (see Growthpoint non-exec directors base fee of R69,000 relative to R331,000 base fee per non-exec director for Fortress) | Resolution passed | Special |
| Special | 5 | Other | Authorising directors to determine nonexecutive directors’ additional special payments | Against | Could lead to conflict of interest on behalf of nonexecutive director. | Resolution passed | Special |
| Non-binding advisory vote | i | Remuneration policy | Approval of the remuneration policy | Against | STI targets too low. Further detail required on CSP on targets for performance measures outlined | Resolution passed | Non-binding advisory vote |
| Non-binding advisory vote | ii | Remuneration policy | Approval of the remuneration implementation report | For | Resolution passed | Non-binding advisory vote |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Election of M Bosman (Ms) as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Election of directors | Election of AJ Mokgwatsane as a director | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Election of directors | Re-election of GM Tapon Njamo as a director | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Appointment of auditors | Re-appointment of Independent Auditor | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Other | Appointment of M Bosman (Mr) as an Audit Committee member. | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Other | Appointment of M Bosman (Ms) (subject to ordinary resolution number one being passed) as an Audit Committee member. | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Other | Appointment of DSS Lushaba as an Audit Committee member. | Against | Director is not independent. | Resolution passed | Ordinary |
| Ordinary | 8 | Other | Appointment of GM Tapon Njamo (subject to ordinary resolution number three being passed) as an Audit Committee member | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Remuneration policy | Endorsement, on a non-binding advisory basis, of the Company’s Remuneration Policy. | For | Resolution passed | Ordinary | |
| Ordinary | 10 | Remuneration policy | Endorsement, on a non-binding advisory basis, of the implementation of the Company’s Remuneration Policy. | For | Resolution passed | Ordinary | |
| Special | 1 | Directors remuneration | Remuneration of Non-executive Directors | For | Resolution passed | Special | |
| Special | 2 | Loan/financial assistance | Financial assistance to associated or Group companies | For | Resolution passed | Special | |
| Special | 3 | Share buy backs | General repurchase of shares | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements | For | Resolution passed | Ordinary | |
| Ordinary | 2,1 | Election of directors | Re-election of Kevin Ellerine as a director | Against | The director is not independent. Has been on the board for 12 years. | Resolution passed | Ordinary |
| Ordinary | 2,2 | Election of directors | Re-election of Nonyameko Mandindi as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2,3 | Election of directors | Re-election of Wilhelm Nauta as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2,4 | Election of directors | Re-election of Brett Till as a director | For | Resolution passed | Ordinary | |
| Ordinary | 3,1 | Other | Appointment/re-appointment of the member of the Audit and Risk committee: Thabo Mokgatlha (chairman) | For | Resolution passed | Ordinary | |
| Ordinary | 3,2 | Other | Appointment/re-appointment of the member of the Audit and Risk committee: Zuleka Jasper | For | Resolution passed | Ordinary | |
| Ordinary | 3,3 | Other | Appointment/re-appointment of the member of the Audit and Risk committee: Stewart Shaw-Taylor | Against | The director is not independent. Has been on the board for 21 years. | Resolution passed | Ordinary |
| Ordinary | 3,4 | Other | Appointment/re-appointment of the member of the Audit and Risk committee: Annabel Dallamore | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Appointment of auditors | Re-appointment of external auditor | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Remuneration policy | Endorsement of remuneration policy | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Remuneration policy | Endorsement of remuneration implementation report | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Other | Signature of documentation | For | Resolution passed | Ordinary | |
| Special | 1 | Share buy backs | Share repurchases | Against | The proposed limit of 20% is too high. Do not have to buy back so much. | Resolution passed | Special |
| Special | 2 | Loan/financial assistance | Financial assistance to related and interrelated parties | For | Resolution passed | Special | |
| Special | 3,1 | Directors remuneration | Approval of non-executive directors’ fees: Board chairman | For | Resolution passed | Special | |
| Special | 3,2 | Directors remuneration | Approval of non-executive directors’ fees: Non-executive directors | For | Resolution passed | Special | |
| Special | 3,3 | Directors remuneration | Approval of non-executive directors’ fees: Audit and Risk committee chairman | For | Resolution passed | Special | |
| Special | 3,4 | Directors remuneration | Approval of non-executive directors’ fees: Audit and Risk committee member | For | Resolution passed | Special | |
| Special | 3,5 | Directors remuneration | Approval of non-executive directors’ fees: Audit and Risk committee attendee | For | Resolution passed | Special | |
| Special | 3,6 | Directors remuneration | Approval of non-executive directors’ fees: Remuneration and Nomination committee chairman | For | Resolution passed | Special | |
| Special | 3,7 | Directors remuneration | Approval of non-executive directors’ fees: Remuneration and Nomination committee member | For | Resolution passed | Special | |
| Special | 3,8 | Directors remuneration | Approval of non-executive directors’ fees: Social and Ethics committee chairman | For | Resolution passed | Special | |
| Special | 3,9 | Directors remuneration | Approval of non-executive directors’ fees: Social and Ethics committee member | For | Resolution passed | Special | |
| Special | 3,10 | Directors remuneration | Approval of non-executive directors’ fees: Social and Ethics committee attendee | For | Resolution passed | Special | |
| Special | 3,11 | Directors remuneration | Approval of non-executive directors’ fees: Investment committee chairman | For | Resolution passed | Special | |
| Special | 3,12 | Directors remuneration | Approval of non-executive directors’ fees: Investment committee member | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Approval of Annual Financial Statements | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Appointment of auditors | Reappointment of auditor | Against | PWC has been the auditor for 53 years. | Resolution passed | Ordinary |
| Ordinary | 3 | Election of directors | Election of director – Mr J J Durand | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Election of directors | Election of director – Mr N P Mageza | Against | Director is not independent. | Resolution passed | Ordinary |
| Ordinary | 5 | Election of directors | Election of director – Mr J Malherbe | Against | Director is not independent. | Resolution passed | Ordinary |
| Ordinary | 6 | Election of directors | Election of director – Mr F Robertson | Against | Director is not independent. | Resolution passed | Ordinary |
| Ordinary | 7 | Election of directors | Election of director – Mr A E Rupert | Against | Director is not independent. | Resolution passed | Ordinary |
| Ordinary | 8 | Election of directors | Election of director – Mr K M S Rantloane | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Other | Election of member of the Audit and Risk Committee – Ms S E N De Bruyn | For | Resolution passed | Ordinary | |
| Ordinary | 10 | Other | Election of member of the Audit and Risk Committee – Mr N P Mageza | Against | Director is not independent. | Resolution passed | Ordinary |
| Ordinary | 11 | Other | Election of member of the Audit and Risk Committee – Mr P J Moleketi | Against | Director is not independent. | Resolution passed | Ordinary |
| Ordinary | 12 | Other | Election of member of the Audit and Risk Committee – Mr F Robertson | Against | Director is not independent. | Resolution passed | Ordinary |
| Ordinary | 13 | Shares under director control | General authority to place 5% of the unissued ordinary shares under the control of the directors | Against | Director is not independent. | Resolution passed | Ordinary |
| Ordinary | 14 | Appointment of auditors | Non-binding advisory vote on the appointment of EY as auditor for the financial year ending 30 June 2024 | For | Resolution passed | Ordinary | |
| Ordinary | 15 | Remuneration policy | Non-binding advisory vote on Remuneration Policy | Against | Share appreciation rights awarded from 2013-2015 was extended by 3 years due to Covid. Annual SAR awards are too high relative to TGP. | Resolution passed | Ordinary |
| Ordinary | 16 | Remuneration policy | Non-binding advisory vote on Remuneration Implementation Report | Against | Share appreciation rights awarded from 2013-2015 was extended by 3 years due to Covid. Annual SAR awards are too high relative to TGP. | Resolution passed | Ordinary |
| Special | 1 | Directors remuneration | Approval of directors’ remuneration | For | Resolution passed | Special | |
| Special | 2 | Share buy backs | General authority to repurchase shares | For | Resolution passed | Special | |
| Special | 3 | Loan/financial assistance | General authority to provide financial assistance for the subscription and/or purchase of securities in the Company or in related or inter-related companies | For | Resolution passed | Special | |
| Special | 4 | Loan/financial assistance | General authority to provide financial assistance to related and inter-related companies and corporations | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Reappointment of external auditor | For | Resolution passed | Ordinary | |
| Ordinary | 2,1 | Election of directors | Election of KR Moloko as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2,2 | Election of directors | Election of BL Berson as a director | For | Resolution passed | Ordinary | |
| Ordinary | 2,3 | Election of directors | Election of NG Payne as a director | Against | Mr Payne is not independent. Been on the Bidvest Board from 2006 – 2019. Bidcorp was unbundled in 2016, so effectively been on the Board for 15 years. | Resolution passed | Ordinary |
| Ordinary | 2,4 | Election of directors | Election of CJ Rosenberg as a director | For | Resolution passed | Ordinary | |
| Ordinary | 3,1 | Other | Election of audit and risk committee member: T Abdool-Samad | For | Resolution passed | Ordinary | |
| Ordinary | 3,2 | Other | Election of audit and risk committee member: PC Baloyi | For | Resolution passed | Ordinary | |
| Ordinary | 3,3 | Other | Election of audit and risk committee member: KR Moloko | For | Resolution passed | Ordinary | |
| Ordinary | 3,4 | Other | Election of audit and risk committee member: NG Payne | Against | Mr Payne is not independent. Been on the Bidvest Board from 2006 – 2019. Bidcorp was unbundled in 2016, so effectively been on the Board for 15 years. | Resolution passed | Ordinary |
| Ordinary | 3,5 | Other | Election of audit and risk committee member: H Wiseman | For | Resolution passed | Ordinary | |
| Ordinary | 4,1 | Remuneration policy | Endorsement of Bidcorp remuneration policy | Against | The CEO and CFO Base salaries was increased by +20% and +12% in 2021. We think this is excessive. We do not agree with full cash payments for STI on award. We believe this should vest over a period of time (12 – 24 months) | Resolution passed | Ordinary |
| Ordinary | 4,2 | Remuneration policy | Endorsement of Bidcorp implementation of remuneration policy | Against | The CEO and CFO Base salaries was increased by +20% and +12% in 2021. We think this is excessive. We do not agree with full cash payments for STI on award. We believe this should vest over a period of time (12 – 24 months) | Resolution passed | Ordinary |
| Ordinary | 5 | Issuance of shares | General authority to directors to allot and issue authorised but unissued ordinary shares | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Dividend related | Payment of dividend by way of pro rata reduction of stated capital | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Other | Creation and issue of convertible debentures | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Other | Directors’ authority to implement special and ordinary resolutions | For | Resolution passed | Ordinary | |
| Special | 1 | Share buy backs | General authority to acquire (repurchase) shares | For | Resolution passed | Special | |
| Special | 2,1 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Chairman | For | Resolution passed | Special | |
| Special | 2,2 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Lead independent non-executive director (SA) | For | Resolution passed | Special | |
| Special | 2,3 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Lead independent director (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,4 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Non-executive directors (SA) | For | Resolution passed | Special | |
| Special | 2,5 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Non-executive directors (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,6 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Audit and risk committee chairman (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,7 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Audit and risk committee chairman (SA) | For | Resolution passed | Special | |
| Special | 2,8 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Audit and risk committee member (SA) | For | Resolution passed | Special | |
| Special | 2,9 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Audit and risk committee member (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,10 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Remuneration committee chairman (SA) | For | Resolution passed | Special | |
| Special | 2,11 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Remuneration committee chairman (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,12 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Remuneration committee member (SA) | For | Resolution passed | Special | |
| Special | 2,13 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Remuneration committee member (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,14 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Nominations committee chairman (SA) | For | Resolution passed | Special | |
| Special | 2,15 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Nominations committee chairman (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,16 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Nominations committee member (SA) | For | Resolution passed | Special | |
| Special | 2,17 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Nominations committee member (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,18 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Acquisitions committee chairman (SA) | For | Resolution passed | Special | |
| Special | 2,19 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Acquisitions committee chairman (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,20 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Acquisitions committee member (SA) | For | Resolution passed | Special | |
| Special | 2,21 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Acquisitions committee member (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,22 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Social and ethics committee chairman (SA) | For | Resolution passed | Special | |
| Special | 2,23 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Social and ethics committee chairman (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,24 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Social and ethics committee member (SA) | For | Resolution passed | Special | |
| Special | 2,25 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Social and ethics committee member (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,26 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Ad hoc meeting (SA) | For | Resolution passed | Special | |
| Special | 2,27 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Ad hoc meeting (International) (AUD) | For | Resolution passed | Special | |
| Special | 2,28 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Travel per meeting cycle (SA) | For | Resolution passed | Special | |
| Special | 2,29 | Directors remuneration | Approval of non-executive directors’ annual fees – 2021/2022: Travel per meeting cycle (International) (AUD) | For | Resolution passed | Special | |
| Special | 3 | Loan/financial assistance | General authority to provide financial assistance to related or inter-related companies and corporations | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | To elect Mr Nigel John Dunkley as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 1,2 | Election of directors | To elect Mr Thanaseelan Gobalsamy as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 2,1 | Election of directors | To re-elect Mr Matthews Sello Moloko as an independent non-executive director | Resolution withdrawn | Ordinary | ||
| Ordinary | 2,2 | Election of directors | To re-elect Ms Linda de Beer as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 2,3 | Election of directors | To re-elect Ms Sharron Laverne McPherson as an independent non-executive director | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Appointment of auditors | To re-appoint Ernst & Young Inc as the independent auditors of the Company, with Ms Cornea de Villiers as the designated auditor for the ensuing year | For | Resolution passed | Ordinary | |
| Ordinary | 4,1 | Other | To re-appoint Ms Linda de Beer to serve as a member of the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 4,2 | Other | To re-appoint Mr Nigel John Dunkley to serve as a member of the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 4,3 | Other | To re-appoint Mr Thanaseelan Gobalsamy to serve as a member of the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Other | Authorisation for a director or Group Company Secretary of the Company to implement resolutions | For | Resolution passed | Ordinary | |
| Non-binding advisory | 6 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the Company | For | Resolution passed | Non-binding advisory | |
| Non-binding advisory | 7 | Remuneration policy | Non-binding advisory vote on the implementation report as set out in the remuneration report of the Company | For | Resolution passed | Non-binding advisory | |
| Special | 8 | Share buy backs | General authority to repurchase shares | For | Resolution passed | Special | |
| Special | 9 | Loan/financial assistance | General authority to provide financial assistance to subsidiaries and other related and inter-related entities in terms of sections 44 and 45 of the Companies Act | For | Resolution passed | Special | |
| Special | 10,1 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Chairman of the Board | For | Resolution passed | Special | |
| Special | 10,2 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Non-executive Director | For | Resolution passed | Special | |
| Special | 10,3 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Actuarial Committee Chairman | For | Resolution passed | Special | |
| Special | 10,4 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Actuarial Committee Member | For | Resolution passed | Special | |
| Special | 10,5 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Audit Committee Chairman | For | Resolution passed | Special | |
| Special | 10,6 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Audit Committee Member | For | Resolution passed | Special | |
| Special | 10,7 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Fair Practices Committee Chairman | For | Resolution passed | Special | |
| Special | 10,8 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Fair Practices Committee Member | For | Resolution passed | Special | |
| Special | 10,9 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Investments Committee Chairman | For | Resolution passed | Special | |
| Special | 10,10 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Investments Committee Member | For | Resolution passed | Special | |
| Special | 10,11 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Nominations Committee Chairman | For | Resolution passed | Special | |
| Special | 10,12 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Nominations Committee Member | For | Resolution passed | Special | |
| Special | 10,13 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Remuneration Committee Chairman | For | Resolution passed | Special | |
| Special | 10,14 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Remuneration Committee Member | For | Resolution passed | Special | |
| Special | 10,15 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Risk, Capital and Compliance Committee Chairman | For | Resolution passed | Special | |
| Special | 10,16 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Risk, Capital and Compliance Committee Member | For | Resolution passed | Special | |
| Special | 10,17 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Social, Ethics and Transformation Committee Chairman | For | Resolution passed | Special | |
| Special | 10,18 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Social, Ethics and Transformation Committee Member | For | Resolution passed | Special | |
| Special | 10,19 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Ad hoc fee per hour | For | Resolution passed | Special | |
| Special | 10,20 | Directors remuneration | Approval of Non-executive directors’ fees for the 2022 financial year: Permanent invitee – the fee will be the membership fee of the committee that the invitee sits on | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Advisory endorsement | i | Remuneration policy | Remuneration policy | For | Resolution passed | Advisory endorsement | |
| Advisory endorsement | ii | Remuneration policy | Remuneration implementation report | For | Resolution passed | Advisory endorsement | |
| Advisory endorsement | iii | Appointment of auditors | Appointment of KPMG to succeed PricewaterhouseCoopers Inc. as external auditor in the 2024 financial year | For | Resolution passed | Advisory endorsement | |
| Ordinary | 1,1 | Election of directors | Re-election of Peter Cooper | For | Resolution passed | Ordinary | |
| Ordinary | 1,2 | Election of directors | Re-election of Lauritz Lanser Dippenaar | For | Resolution passed | Ordinary | |
| Ordinary | 1,3 | Election of directors | Re-election of Jan Jonathan Durand | For | Resolution passed | Ordinary | |
| Ordinary | 1,4 | Election of directors | Re-election of Per-Erik Lagerström | For | Resolution passed | Ordinary | |
| Ordinary | 1,5 | Election of directors | Re-election of Mafison Murphy Morobe | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Issuance of shares | General authority to issue ordinary shares for cash | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Appointment of auditors | Approval of reappointment of the auditor | For | Resolution passed | Ordinary | |
| Ordinary | 4,1 | Other | Election of the company’s audit and risk committee member: Johan Petrus Burger | For | Resolution passed | Ordinary | |
| Ordinary | 4,2 | Other | Election of the company’s audit and risk committee member: Per-Erik Lagerström | For | Resolution passed | Ordinary | |
| Ordinary | 4,3 | Other | Election of the company’s audit and risk committee member: James Andrew Teeger | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Other | Signing authority | For | Resolution passed | Ordinary | |
| Special | 1 | Directors remuneration | Approval of non-executive directors’ remuneration with effect from 1 December 2021 | For | Resolution passed | Special | |
| Special | 2 | Share buy backs | General authority to repurchase company shares | For | Resolution passed | Special | |
| Special | 3 | Share option scheme | Issue of shares, convertible securities and/or options to persons listed in section 41(1) of the Companies Act for the purposes of their participation in a reinvestment option | Against | More detail is needed. | Resolution passed | Special |
| Special | 4 | Loan/financial assistance | Financial assistance to directors, prescribed officers and employee share scheme beneficiaries | For | Resolution passed | Special | |
| Special | 5 | Loan/financial assistance | Financial assistance to related or inter-related entities | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election of Mr Hubert Brody | For | Resolution passed | Ordinary | |
| Ordinary | 1,2 | Election of directors | Re-election of Ms Nombulelo Pinky Moholi | For | Resolution passed | Ordinary | |
| Ordinary | 1,3 | Election of directors | Re-election of Ms Thembisa Skweyiya | For | Resolution passed | Ordinary | |
| Ordinary | 1,4 | Election of directors | Re-election of Mr David Kneale | For | Resolution passed | Ordinary | |
| Ordinary | 2,1 | Other | Election of Audit Committee member: Ms Zarina Bassa | Against | Director’s tenure of over 10 years could compromise independence, in addition she sits on to many other board committees which could compromise her ability to give the required time needed for this position. | Resolution passed | Ordinary |
| Ordinary | 2,2 | Other | Election of Audit Committee member: Ms Thembisa Skweyiya | For | Resolution passed | Ordinary | |
| Ordinary | 2,3 | Other | Election of Audit Committee member: Mr Christopher Colfer | For | Resolution passed | Ordinary | |
| Ordinary | 2,4 | Other | Election of Audit Committee member: Mr Clive Thomson | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Appointment of auditors | Appointment of KPMG Inc. as the external auditor | For | Resolution passed | Ordinary | |
| Ordinary | 4,1 | Remuneration policy | Non-binding advisory resolution: Endorsement of Remuneration Policy | For | Resolution passed | Ordinary | |
| Ordinary | 4,2 | Remuneration policy | Non-binding advisory resolution: Endorsement of Remuneration Implementation Report | For | Resolution passed | Ordinary | |
| Special | 5 | Directors remuneration | Remuneration of non-executive directors | For | Resolution passed | Special | |
| Special | 6 | Share buy backs | General authority to acquire (repurchase) shares | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Remuneration policy | To endorse, on a non-binding advisory basis, the Company’s remuneration policy | Against | We acknowledge the significant improvements that have been made over the last year, however, believe there is still too much focus on Income Statement metrics and to little consideration of Balance Sheet metrics. We also don't like that most STI and LTI financial and non-financial targets disclosed as estimates, instead of clear absolute targets. | Resolution passed | Ordinary |
| Ordinary | 2 | Remuneration policy | To endorse, on a non-binding advisory basis, the implementation report of the Company’s remuneration policy. | Against | Insufficient disclosure makes it difficult to link performance to the award of STIs. We would also like better disclosure of individual performance targets. | Resolution passed | Ordinary |
| Ordinary | 3 | Climate policy | To endorse, on a non-binding advisory basis, the Company’s 2021 Climate Change Report. | For | Resolution passed | Ordinary | |
| Ordinary | 4,1 | Election of directors | Re-election of Mr MJ Cuambe to be required to retire. | For | Resolution passed | Ordinary | |
| Ordinary | 4,2 | Election of directors | Re-election of Mrs MBN Dube to be required to retire. | For | Resolution passed | Ordinary | |
| Ordinary | 4,3 | Election of directors | Re-election of Dr M Foel to be required to retire. | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Election of directors | To elect Mr S Subramoney who was appointed by the Board in terms of clause 22.4.1 of the Company’s MOI with effect from 1 March 2021. | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Appointment of auditors | To appoint PricewaterhouseCoopers Inc, nominated by the Company’s Audit Committee, as independent auditor of the Company and the Group. | For | Resolution passed | Ordinary | |
| Ordinary | 7,1 | Other | Election of Ms KC Harper as a member of the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 7,2 | Other | Election of Ms GMB Kennealy as a member of the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 7,3 | Other | Election of Ms NNA Matyumza as a member of the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 7,4 | Other | Election of Mr S Subramoney as a member of the Audit Committee | For | Resolution passed | Ordinary | |
| Ordinary | 7,5 | Other | Election of Mr S Westwell as a member of the Audit Committee | For | Resolution passed | Ordinary | |
| Special | 1 | Directors remuneration | To approve the remuneration payable to non-executive directors of the Company for their services as directors. | Against | Given that this resolution is an all-of-nothing vote, we voted 'Against' as we don't generally approve of a fixed fee irrespective of meeting attendance. Sasol's NED fees seem reasonable on an overall basis. | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | Non-voting | Accept Financial Statements and Statutory Reports | Presentation of annual financial statements | Non-Voting | Ordinary | ||
| Ordinary | 1 | Appointment of auditors | Appointment of independent external audit firm and individual auditor | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Election of directors | Confirmation of the appointment of Mrs TC Esau-Isaacs as a director with effect from 30 June 2021 | For | Resolution passed | Ordinary | |
| Ordinary | 3,1 | Election of directors | Re-election of directors who retire by rotation and appointment of executive director: Mr KJ Grove | For | Resolution passed | Ordinary | |
| Ordinary | 3,2 | Election of directors | Re-election of directors who retire by rotation and appointment of executive director: Mr PK Quarmby | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Election of directors | Election of Mr SP Lunga as a new executive director | For | Resolution passed | Ordinary | |
| Ordinary | 5,1 | Other | Election of audit and risk committee member: Mr KT Hopkins | For | Resolution passed | Ordinary | |
| Ordinary | 5,2 | Other | Election of audit and risk committee member: Ms Z Fuphe | For | Resolution passed | Ordinary | |
| Ordinary | 5,3 | Other | Election of audit and risk committee member: Mr SH Muller | For | Resolution passed | Ordinary | |
| Ordinary | 5,4 | Other | Election of audit and risk committee member: Mrs TC Esau-Isaacs | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Shares under director control | Placing of preference shares under the control of the directors for commercial purposes | For | Resolution passed | Ordinary | |
| Ordinary | 7 | Other | General authority to distribute share capital and reserves | For | Resolution passed | Ordinary | |
| Ordinary | 8,1 | Remuneration policy | Endorsement of KAP's remuneration policy | For | Resolution passed | Ordinary | |
| Ordinary | 8,2 | Remuneration policy | Endorsement of KAP's implementation report of the remuneration policy | For | Resolution passed | Ordinary | |
| Ordinary | 9 | Other | Ratification of transactions relating to personal financial interest arising from the executive directors’ multiple intergroup directorships | For | Resolution passed | Ordinary | |
| Special | 1 | Share buy backs | General authority to repurchase shares issued by the company and its subsidiaries | For | Resolution passed | Special | |
| Special | 2,1 | Directors remuneration | Approval of fees payable to non-executive director: Independent non-executive chairperson | For | Resolution passed | Special | |
| Special | 2,2 | Directors remuneration | Approval of fees payable to non-executive director: Lead independent non-executive director | For | Resolution passed | Special | |
| Special | 2,3 | Directors remuneration | Approval of fees payable to non-executive director: Board member | For | Resolution passed | Special | |
| Special | 2,4 | Directors remuneration | Approval of fees payable to non-executive director: Additional unscheduled formal meetings (fee per formal meeting) | For | Resolution passed | Special | |
| Special | 2,5 | Directors remuneration | Approval of fees payable to non-executive director: Audit and risk committee chairperson | For | Resolution passed | Special | |
| Special | 2,6 | Directors remuneration | Approval of fees payable to non-executive director: Audit and risk committee member | For | Resolution passed | Special | |
| Special | 2,7 | Directors remuneration | Approval of fees payable to non-executive director: Human capital and remuneration committee chairperson | For | Resolution passed | Special | |
| Special | 2,8 | Directors remuneration | Approval of fees payable to non-executive director: Human capital and remuneration committee member | For | Resolution passed | Special | |
| Special | 2,9 | Directors remuneration | Approval of fees payable to non-executive director: Social and ethics committee chairperson | For | Resolution passed | Special | |
| Special | 2,10 | Directors remuneration | Approval of fees payable to non-executive director: Social and ethics committee member | For | Resolution passed | Special | |
| Special | 2,11 | Directors remuneration | Approval of fees payable to non-executive director: Nomination committee chairperson (fee per formal meeting) | For | Resolution passed | Special | |
| Special | 2,12 | Directors remuneration | Approval of fees payable to non-executive director: Nomination committee member (fee per formal meeting) | For | Resolution passed | Special | |
| Special | 2,13 | Directors remuneration | Approval of fees payable to non-executive director: Investment committee chairperson (fee per formal meeting) | For | Resolution passed | Special | |
| Special | 2,14 | Directors remuneration | Approval of fees payable to non-executive director: Investment committee member (fee per formal meeting) | For | Resolution passed | Special | |
| Special | 2,15 | Directors remuneration | Approval of fees payable to non-executive director: Approved informal meetings | For | Resolution passed | Special | |
| Special | 3 | Loan/financial assistance | General authority to provide financial assistance | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Confirmation of appointment of auditors Confirmation of the appointment of Ernst & Young as independent auditors, with Ernest van Rooyen as the engagement partner on the audit. | For | Resolution passed | Ordinary | |
| Ordinary | 2 | Election of directors | Confirmation of appointment as director Confirmation of the appointment of Mr TP Leeuw as director with effect from 14 February 2021. | For | Resolution passed | Ordinary | |
| Ordinary | 3 | Election of directors | Confirmation of appointment as director Confirmation of the appointment of Mr AE Swiegers as director with effect from 10 January 2021. | For | Resolution passed | Ordinary | |
| Ordinary | 4 | Election of directors | The re-election of Ms HR El Haimer who retires by tenure in terms of Attacq’s MOI. | For | Resolution passed | Ordinary | |
| Ordinary | 5 | Election of directors | The re-election Mr S Shaw-Taylor who retires by tenure in terms of Attacq’s MOI. | For | Resolution passed | Ordinary | |
| Ordinary | 6 | Election of directors | The re-election of Mr JHP van der Merwe who retires by tenure in terms of Attacq’s MOI. | For | Resolution passed | Ordinary | |
| Ordinary | 7,1 | Other | Confirmation of the appointment of independent non-executive director, Mr S Shaw-Taylor, as member and chairperson of the audit and risk committee. | For | Resolution passed | Ordinary | |
| Ordinary | 7,2 | Other | Confirmation of the appointment of independent non-executive director, Ms HR Haimer as member of the audit and risk committee. | For | Resolution passed | Ordinary | |
| Ordinary | 7,3 | Other | Confirmation of the appointment of independent non-executive director, Mr AE Swiegers as member of the audit and risk committee. | For | Resolution passed | Ordinary | |
| Ordinary | 8 | Shares under director control | General authority to place unissued shares under the control of the directors. | Against | Shares trading at significant discount to NAV and therefore issuing equity is dilutive at current levels. | Resolution passed | Ordinary |
| Ordinary | 9 | Issuance of shares | General authority to issue equity securities for cash. | Against | Shares trading at significant discount to NAV and therefore issuing equity is dilutive at current levels | Resolution passed | Ordinary |
| Ordinary | 10 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Resolution passed | Ordinary | |
| Ordinary | 11 | Other | Authorisation to sign documents giving effect to approved resolutions | For | Resolution passed | Ordinary | |
| Non-binding advisory | 12,1 | Remuneration policy | Non-binding advisory vote to support the remuneration policy. | Against | Remuneration policy fails to disclose the target for core dips growth which is a KPI for both STI and LTI remuneration. Targets under the STI appear to be weak – I would expect higher thresholds for Gearing and ICR at all levels. “Meet the objective of innovation growth programme”- this is a performance condition under the LTI but lack of disclosure means that I have no idea how one meets or exceeds a target which is not disclosed. | Resolution passed | Non-binding advisory |
| Non-binding advisory | 12,2 | Remuneration policy | Non-binding advisory vote to support the remuneration implementation report. | For | Resolution passed | Non-binding advisory | |
| Special | 1 | Directors remuneration | Approval non-executive director’s fees. | For | Resolution passed | Special | |
| Special | 2,1 | Loan/financial assistance | Financial assistance in terms of section 44 of the Companies Act. | For | Resolution passed | Special | |
| Special | 2,2 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act. | For | Resolution passed | Special | |
| Special | 3 | Issuance of shares | Allotment and issue of shares to employees of Attacq under the Attacq long-term incentive plan. | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | Resolution |
|---|---|---|---|---|---|---|---|
| Ordinary | 1.1.1 | Election of directors | Election of Mr M Hamman (Independent Non-executive Director) | For | Resolution passed | Ordinary | |
| Ordinary | 1.2.1 | Other | Election of Audit Committee member: Mr M Hamman | For | Resolution passed | Ordinary | |
| Ordinary | 1.2.2 | Other | Election of Audit Committee member: Mr FM Berkeley | For | Resolution passed | Ordinary | |
| Ordinary | 1.2.3 | Other | Election of Audit Committee member: Mrs KP Lebina | For | Resolution passed | Ordinary | |
| Ordinary | 1.2.4 | Other | Election of Audit Committee member: Mr AH Sangqu | For | Resolution passed | Ordinary | |
| Ordinary | 1,3 | Appointment of auditors | Re-appointment of EY as external auditor | For | Resolution passed | Ordinary | |
| Ordinary | 1.4.1 | Remuneration policy | Advisory, non-binding approval of remuneration policy | Against | Disclosure targets are too low | Resolution passed | Ordinary |
| Ordinary | 1.4.2 | Remuneration policy | Advisory, non-binding approval of remuneration policy’s implementation | For | Resolution passed | Ordinary | |
| Ordinary | 1,5 | Shares under director control | To place the unissued authorised ordinary shares of the company under the control of the Directors | Against | Too cheap, discount to NAV | Resolution passed | Ordinary |
| Ordinary | 1,6 | Other | Specific and exclusive authority to issue ordinary shares to afford shareholders distribution reinvestment alternatives | For | Resolution passed | Ordinary | |
| Ordinary | 1,7 | Issuance of shares | General but restricted authority to issue shares for cash | Against | Discount to NAV | Resolution passed | Ordinary |
| Ordinary | 1,8 | Other | To receive and accept the report of the Social, Ethics and Transformation Committee | For | Resolution passed | Ordinary | |
| Special | 2,1 | Directors remuneration | Approval of Non-executive Directors’ fees for financial year ending 30 June 2022 | For | Resolution passed | Special | |
| Special | 2,2 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act | For | Resolution passed | Special | |
| Special | 2,3 | Share buy backs | Authority to repurchase ordinary shares | For | Resolution passed | Special |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome | |
|---|---|---|---|---|---|---|---|
| 12/11/2021 | Ordinary | 1,1 | Election of directors | Re-election of Mr G A M Ravazzotti | For | Resolution passed | |
| 12/11/2021 | Ordinary | 1,2 | Election of directors | Re-election of Mrs S M du Toit | Against | Has had a tenure of 12 years. Not independent anymore. | Resolution passed |
| 12/11/2021 | Ordinary | 1,3 | Election of directors | Re-election of Mr S G Pretorius | Against | Has had a tenure of 12 years. Not independent anymore. | Resolution passed |
| 12/11/2021 | Ordinary | 1,4 | Election of directors | Re-election of Ms L Ravazzotti Langenhoven | For | Resolution passed | |
| 12/11/2021 | Ordinary | 2 | Election of directors | Election of Ms L C Prezens | For | Resolution passed | |
| 12/11/2021 | Ordinary | 3 | Appointment of auditors | Re-appointment of external auditors | For | Resolution passed | |
| 12/11/2021 | Ordinary | 4,1 | Other | Election of Mrs S M du Toit | Against | Has had a tenure of 12 years. Not independent anymore. | Resolution passed |
| 12/11/2021 | Ordinary | 4,2 | Other | Election of Ms N P Khoza | For | Resolution passed | |
| 12/11/2021 | Ordinary | 4,3 | Other | Election of Mr S G Pretorius | Against | Has had a tenure of 12 years. Not independent anymore. | Resolution passed |
| 12/11/2021 | Ordinary | 4,4 | Other | Election of Mr I N Malevu | For | Resolution passed | |
| 12/11/2021 | Ordinary | 5,1 | Remuneration policy | Endorsement of the Company’s Remuneration Policy | For | Resolution passed | |
| 12/11/2021 | Ordinary | 5,2 | Remuneration policy | Endorsement of the Company’s Implementation Report | For | Resolution passed | |
| 12/11/2021 | Ordinary | 6 | Shares under director control | Unissued shares to be placed under the control of the directors | For | Resolution passed | |
| 12/11/2021 | Ordinary | 7 | Issuance of shares | General authority to issue shares, and to sell treasury shares, for cash | For | Resolution passed | |
| 12/11/2021 | Ordinary | 8 | Other | Authority to sign documentation | For | Resolution passed | |
| 12/11/2021 | Special | 1 | Share buy backs | Acquisition of own securities | For | Resolution passed | |
| 12/11/2021 | Special | 2 | Loan/financial assistance | Financial assistance to related and inter-related entities | For | Resolution passed | |
| 12/11/2021 | Special | 3 | Directors remuneration | Approval of non-executive directors’ remuneration | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive and adopt the Audited Annual Financial Statements, including the Directors’ Report and the Audit Committee Report, for the period ended 27 June 2021 | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | Re-election of Mr MS Mark as a director | For | Resolution passed | |
| Ordinary | 2,2 | Election of directors | Re-election of Mr AJ Taylor as a director | For | Resolution passed | |
| Ordinary | 2,3 | Election of directors | Re-election of Ms CJ Hess as a director | For | Resolution passed | |
| Ordinary | 2,4 | Election of directors | Re-election of Ms SJ Proudfoot as a director | For | Resolution passed | |
| Ordinary | 2,5 | Election of directors | Election of Mr EFPM Cristaudo as part of the board of directors | For | Resolution passed | |
| Ordinary | 2,6 | Election of directors | Election of Ms D Earp Cristaudo as part of the board of directors | For | Resolution passed | |
| Ordinary | 2,7 | Election of directors | Election of Mr TF Mosololi Cristaudo as part of the board of directors | For | Resolution passed | |
| Ordinary | 3 | Shares under director control | 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 | For | Resolution passed | |
| Ordinary | 4 | Other | To give a limited and conditional general authority and mandate for the company or its subsidiaries to acquire the company’s shares | For | Resolution passed | |
| Ordinary | 5 | Appointment of auditors | To appoint Ernst & Young Inc. as auditor in respect of the Annual Financial Statements to be prepared for the period to 3 July 2022 and to authorise the Audit Committee to agree the terms and fees | For | Resolution passed | |
| Ordinary | 6,1 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Non-executive chairman | For | Resolution passed | |
| Ordinary | 6,2 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Non-executive directors | For | Resolution passed | |
| Ordinary | 6,3 | Directors remuneration | Approval of the proposed fees of the non-executive directors:Audit Committee chairman | For | Resolution passed | |
| Ordinary | 6,4 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Audit Committee member | For | Resolution passed | |
| Ordinary | 6,5 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Remuneration Committee chairman | For | Resolution passed | |
| Ordinary | 6,6 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Remuneration Committee member | For | Resolution passed | |
| Ordinary | 6,7 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Risk Committee member (non-executive only) | For | Resolution passed | |
| Ordinary | 6,8 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Nomination Committee chairman | For | Resolution passed | |
| Ordinary | 6,9 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Nomination Committee member | For | Resolution passed | |
| Ordinary | 6,10 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Social and Ethics Committee chairman | For | Resolution passed | |
| Ordinary | 6,11 | Directors remuneration | Approval of the proposed fees of the non-executive directors: Social and Ethics Committee member (non-executive only) | For | Resolution passed | |
| Ordinary | 7,1 | Other | Appointment of the following independent non-executive directors to the company’s Audit Committee: Mr RJA Sparks | For | Resolution passed | |
| Ordinary | 7,2 | Other | Appointment of the following independent non-executive directors to the company’s Audit Committee: Ms CJ Hess | For | Resolution passed | |
| Ordinary | 7,3 | Other | Appointment of the following independent non-executive directors to the company’s Audit Committee: Ms D Earp | For | Resolution passed | |
| Ordinary | 8,1 | Remuneration policy | Approval of the Group's remuneration policy and implementation report: Remuneration policy | For | Resolution passed | |
| Ordinary | 8,2 | Remuneration policy | Approval of the Group's remuneration policy and implementation report: Implementation report | For | Resolution rejected | |
| Ordinary | 9 | Other | To consider the report of the Social and Ethics Committee for the period ended 27 June 2021 as published on the company’s website | For | Resolution passed | |
| Ordinary | 10,1 | Other | To confirm the appointment of the following qualifying directors to the company’s Social and Ethics Committee: Mr MA Thompson | For | Resolution passed | |
| Ordinary | 10,2 | Other | To confirm the appointment of the following qualifying directors to the company’s Social and Ethics Committee: Ms M Makanjee | For | Resolution passed | |
| Ordinary | 10,3 | Other | To confirm the appointment of the following qualifying directors to the company’s Social and Ethics Committee: Mr EFPM Cristaudo | For | Resolution passed | |
| Ordinary | 11 | Loan/financial assistance | To approve the provision of financial assistance by the company, as authorised by the board, to Group entities in accordance with the Companies Act, 71 of 2008 (the Act) | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election of Dr NY Jekwa as director | For | Resolution passed | |
| Ordinary | 1,2 | Election of directors | Re-election of Mr MH Jonas as director | For | Resolution passed | |
| Ordinary | 1,3 | Election of directors | Re-election of Mr JJ Nel as director | For | Resolution passed | |
| Ordinary | 2 | Appointment of auditors | Re-appointment of Ernst & Young Inc (with the designated external audit partner being Mr Ebrahim Dhorat) as the independent external auditors of the group | Against | EY has been Northam’s auditing partner for the past 36 years – this might lead to questions around ongoing independence. We would prefer if NHM issue a new audit tender. | Resolution passed |
| Ordinary | 3,1 | Other | Election of Ms HH Hickey as member of the audit and risk committee | For | Resolution passed | |
| Ordinary | 3,2 | Other | Election of Dr NY Jekwa as member of the audit and risk committee, subject to her re-election as director pursuant to ordinary resolution number 1.1 | For | Resolution passed | |
| Ordinary | 3,3 | Other | Election of Mr JJ Nel as member of the audit and risk committee, subject to his re-election as director pursuant to ordinary resolution number 1.3 | For | Resolution passed | |
| Ordinary | 4,1 | Remuneration policy | Non-binding endorsement of the group’s remuneration policy | For | Resolution passed | |
| Ordinary | 4,2 | Remuneration policy | Non-binding endorsement of the group’s remuneration implementation report | For | Resolution passed | |
| Special | 1 | Directors remuneration | Approval of non-executive directors’ fees for the year ending 30 June 2022 | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | Approval of financial assistance in terms of sections 44 and 45 of the Companies Act | For | Resolution passed | |
| Special | 3 | Share buy backs | Approval for general authority to repurchase issued shares | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Other | Approval of the Scheme Resolution in accordance with sections 114(1)(c) and 115(2)(a) of the Companies Act | For | Resolution passed | |
| Special | 2 | Other | Revocation of the Scheme Resolution in accordance with section 164(9)(c) of the Companies Act | For | Resolution passed | |
| Special | 3 | Other | Approval of the Repurchase in accordance with paragraph 5.69 of the Listings Requirements | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Appointment of external auditors | For | Resolution passed | |
| Ordinary | 2,1 | Election of directors | Re-election of Peter Davey | For | Resolution passed | |
| Ordinary | 2,2 | Election of directors | Re-election of Ralph Havenstein | For | Resolution passed | |
| Ordinary | 2,3 | Election of directors | Re-election of Boitumelo Koshane | For | Resolution passed | |
| Ordinary | 2,4 | Election of directors | Re-election of Alastair Macfarlane | For | Resolution passed | |
| Ordinary | 2,5 | Election of directors | Re-election of Mpho Nkeli | For | Resolution passed | |
| Ordinary | 3,1 | Other | Appointment of members of audit and risk committee: Dawn Earp | For | Resolution passed | |
| Ordinary | 3,2 | Other | Appointment of members of audit and risk committee: Peter Davey | For | Resolution passed | |
| Ordinary | 3,3 | Other | Appointment of members of audit and risk committee: Ralph Havenstein | For | Resolution passed | |
| Ordinary | 3,4 | Other | Appointment of members of audit and risk committee: Preston Speckmann | For | Resolution passed | |
| Ordinary | 4 | Issuance of shares | General issue of shares for cash | For | Resolution passed | |
| Ordinary | 5 | Other | Directors’ authority to implement special and ordinary resolutions | For | Resolution passed | |
| Ordinary | 6,1 | Remuneration policy | Endorsement of the Company’s remuneration policy | Against | CEO and CFO increase to guaranteed remuneration sems excessive. We also note the absence of financial KPI’s and targets from the CEO ‘s STI performance metrics We strongly disagree with the awarding of additional bonus shares on top of a very generous incentive awards We would like to see the inclusion of ESG metrics in LTI non-financial KPI’s as a matter of urgency. | Resolution passed |
| Ordinary | 6,2 | Other | Endorsement of the Company’s remuneration implementation report | Against | Insufficient disclosure | Resolution passed |
| Special | 1,1 | Other | Remuneration of the chairperson of the board | For | Resolution passed | |
| Special | 1,2 | Directors remuneration | Remuneration of the lead independent director | For | Resolution passed | |
| Special | 1,3 | Directors remuneration | Remuneration of non-executive directors | Against | Quantum of fees look excessive | Resolution passed |
| Special | 1,4 | Other | Remuneration of audit and risk committee chairperson | For | Resolution passed | |
| Special | 1,5 | Other | Remuneration of audit and risk committee member | For | Resolution passed | |
| Special | 1,6 | Other | Remuneration of social, transformation and remuneration committee chairperson | Against | Quantum of fees look excessive | Resolution passed |
| Special | 1,7 | Other | Remuneration of social, transformation and remuneration committee member | For | Resolution passed | |
| Special | 1,8 | Other | Remuneration of nomination, governance and ethics committee chairperson | For | Resolution passed | |
| Special | 1,9 | Other | Remuneration of nomination, governance and ethics committee member | For | Resolution passed | |
| Special | 1,10 | Other | Remuneration of health, safety and environment committee chairperson | For | Resolution passed | |
| Special | 1,11 | Other | Remuneration of health, safety and environment committee member | For | Resolution passed | |
| Special | 1,12 | Other | Remuneration of strategy and investment committee chairperson | Against | Quantum of fees look excessive | Resolution passed |
| Special | 1,13 | Other | Remuneration of strategy and investment committee member | For | Resolution passed | |
| Special | 1,14 | Other | Remuneration for ad hoc meetings fees per additional board or committee meeting | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | Authority to provide financial assistance | For | Resolution passed | |
| Special | 3 | Share buy backs | Repurchase of Company’s shares by Company or subsidiary | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1,1 | Election of directors | Re-election of James Teeger | For | Resolution passed | |
| Ordinary | 1,2 | Election of directors | Re-election of Mamongae Mahlare | For | Resolution passed | |
| Ordinary | 2 | Shares under director control | 70 585 161 of the authorised unissued ordinary shares under the control of the directors | For | Resolution passed | |
| Ordinary | 3 | Issuance of shares | General authority to issue ordinary shares for cash | Against | Given that monetisation of current property assets is the key objective for RMH, I see no reason to issue further shares for cash. Further to this, RMH trades at a discount to NAV. | Resolution passed |
| Ordinary | 4 | Appointment of auditors | Approval of reappointment of the auditor | For | Resolution passed | |
| Ordinary | 5,1 | Other | Election of the company’s audit and risk committee member: Sonja Emilia Ncumisa (Sonja) De Bruyn (49) | For | Resolution passed | |
| Ordinary | 5,2 | Other | Election of the company’s audit and risk committee member: Per-Erik (Per) Lagerström (57) | For | Resolution passed | |
| Ordinary | 5,3 | Other | Election of the company’s audit and risk committee member: James Andrew (James) Teeger (54) | For | Resolution passed | |
| Ordinary | 6 | Other | Signing authority | For | Resolution passed | |
| Ordinary | 7,1 | Remuneration policy | Advisory endorsement of the remuneration policy | Against | The weighting of 15% for monetisation objective is too low given that this has been communicated as the primary objective of RMH. | Resolution passed |
| Ordinary | 7,2 | Other | Advisory endorsement of the remuneration implementation report | For | Resolution passed | |
| Special | 1 | Directors remuneration | Approval of non-executive directors’ remuneration with effect from 1 December 2021 | For | Resolution passed | |
| Special | 2 | Share buy backs | General authority to repurchase company shares | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Financial assistance to directors, prescribed officers and employee share scheme beneficiaries | For | Resolution passed | |
| Special | 4 | Loan/financial assistance | Financial assistance to related or inter-related entities | For | Resolution passed | |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
| Ordinary | 1,1 | Election of directors | Re-election of James Teeger | For | Resolution passed | |
| Ordinary | 1,2 | Election of directors | Re-election of Mamongae Mahlare | For | Resolution passed | |
| Ordinary | 2 | Shares under director control | 70 585 161 of the authorised unissued ordinary shares under the control of the directors | For | Resolution passed | |
| Ordinary | 3 | Issuance of shares | General authority to issue ordinary shares for cash | Against | Given that monetisation of current property assets is the key objective for RMH, I see no reason to issue further shares for cash. Further to this, RMH trades at a discount to NAV. | Resolution passed |
| Ordinary | 4 | Appointment of auditors | Approval of reappointment of the auditor | For | Resolution passed | |
| Ordinary | 5,1 | Other | Election of the company’s audit and risk committee member: Sonja Emilia Ncumisa (Sonja) De Bruyn (49) | For | Resolution passed | |
| Ordinary | 5,2 | Other | Election of the company’s audit and risk committee member: Per-Erik (Per) Lagerström (57) | For | Resolution passed | |
| Ordinary | 5,3 | Other | Election of the company’s audit and risk committee member: James Andrew (James) Teeger (54) | For | Resolution passed | |
| Ordinary | 6 | Other | Signing authority | For | Resolution passed | |
| Ordinary | 7,1 | Remuneration policy | Advisory endorsement of the remuneration policy | Against | The weighting of 15% for monetisation objective is too low given that this has been communicated as the primary objective of RMH. | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive the Directors’ and auditor’s reports and the audited financial statements of the Company for the year ended 31 March 2021 | For | Resolution passed | |
| Ordinary | 2 | Directors remuneration | To approve the Directors’ remuneration policy set out on pages 101 to 105 of the Company’s Annual Report 2021. | For | Resolution passed | |
| Ordinary | 3 | Directors remuneration | To approve the Directors’ remuneration implementation report set out on pages 106 to 108 of the Company’s Annual Report 2021. | For | Resolution passed | |
| Ordinary | 4 | Election of directors | To confirm the appointment of Louisa Bell as a director of the Company | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To confirm the appointment of Richard Smith as a director of the Company | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To re-elect Patsy Watson as director of the Company. | For | Resolution passed | |
| Ordinary | 7 | Election of directors | To re-elect Richard Grant as a director of the Company | For | Resolution passed | |
| Ordinary | 8 | Election of directors | To re-elect Paul Arenson as a director of the Company. | For | Resolution passed | |
| Ordinary | 9 | Election of directors | To re-elect Julian Carey as a director of the Company | For | Resolution passed | |
| Ordinary | 10 | Election of directors | To re-elect Philip Holland as a director of the Company. | For | Resolution passed | |
| Ordinary | 11 | Election of directors | To re-elect Paul Miller as a director of the Company. | For | Resolution passed | |
| Ordinary | 12 | Election of directors | To re-elect James Beaumont as a director of the Company. | For | Resolution passed | |
| Ordinary | 13 | Appointment of auditors | To re-appoint BDO LLP as auditor of the Company | For | Resolution passed | |
| Ordinary | 14 | Auditor remuneration | To authorise the Directors to fix the remuneration of the auditor | For | Resolution passed | |
| Special | 15 | Issuance of shares | That the Company be and is hereby authorised to issue, or sell from treasury, equity securities for cash in accordance with the terms of Resolution 15. | Against | The combined authority of these two resolutions would grant Stenprop the ability to issue 20% of the share capital which we feel is dilutive to shareholder value versus their cost of debt, coupled with low gearing levels. | Resolution passed |
| Special | 16 | Issuance of shares | That the Company be and is hereby authorised to issue, or sell from treasury, equity securities for cash in accordance with the terms of Resolution 16 | Against | The combined authority of these two resolutions would grant Stenprop the ability to issue 20% of the share capital which we feel is dilutive to shareholder value versus their cost of debt, coupled with low gearing levels. | Resolution passed |
| Special | 17 | Share buy backs | That the Company be and is hereby authorised by way of a general authority to make market acquisitions of the Company’s ordinary shares in accordance with the terms of Resolution 17. | Against | Share buy back of 15% is to high – we feel the cash could be better used towards finding value accretive MLI acquisitions given the current yields on acquisitions are still higher then the FFO yield at current prices. | Resolution passed |
| Special | 18 | Other | That the name of the Company be changed to “Industrials REIT Limited” with effect from 21 September 2021 in accordance with the terms of Resolution 18. | For | Resolution passed | |
| Special | 19 | Other | That the memorandum and articles of incorporation produced to the meeting and initialled by the Chair of the meeting for the purpose of identification be adopted by the Company in substitution of, and to the exclusion of, the existing memorandum and articles of incorporation with effect from 21 September 2021 in accordance with the terms of Resolution 19 | For | Resolution passed | |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive the Directors’ and auditor’s reports and the audited financial statements of the Company for the year ended 31 March 2021 | For | Resolution passed | |
| Ordinary | 2 | Directors remuneration | To approve the Directors’ remuneration policy set out on pages 101 to 105 of the Company’s Annual Report 2021. | For | Resolution passed | |
| Ordinary | 3 | Directors remuneration | To approve the Directors’ remuneration implementation report set out on pages 106 to 108 of the Company’s Annual Report 2021. | For | Resolution passed | |
| Ordinary | 4 | Election of directors | To confirm the appointment of Louisa Bell as a director of the Company | For | Resolution passed | |
| Ordinary | 5 | Election of directors | To confirm the appointment of Richard Smith as a director of the Company | For | Resolution passed | |
| Ordinary | 6 | Election of directors | To re-elect Patsy Watson as director of the Company. | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Re-election of Mr G A Blackshaw as a director | For | Resolution passed | |
| Ordinary | 2 | Election of directors | Re-election of Ms K M de Kock as a director | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Appointment of Mr M P R Morojele as a director | For | Resolution passed | |
| Ordinary | 4 | Election of directors | Appointment of Mr A Varachhia as a director | For | Resolution passed | |
| Ordinary | 5,1 | Accept Financial Statements and Statutory Reports | Ratification (for the 2021 financial year) | For | Resolution passed | |
| Ordinary | 5,2 | Appointment of auditors | Re-appointment (for the 2022 financial year) of auditor | For | Resolution passed | |
| Ordinary | 6 | Other | Election of Ms K M de Kock as a member and the chair of the audit and risk committee | For | Resolution passed | |
| Ordinary | 7 | Other | Election of Ms P Mbikwana as a member of the audit and risk committee | For | Resolution passed | |
| Ordinary | 8 | Other | Election of Mr M P R Morojele as a member of the audit and risk committee | For | Resolution passed | |
| Ordinary | 9 | Issuance of shares | General authority to directors to issue shares for cash | For | Resolution passed | |
| Non-binding Advisory Votes | 10,1 | Remuneration policy | Endorsement of remuneration policy | Non-Voting | ||
| Non-binding Advisory Votes | 10,2 | Other | Endorsement of the implementation report | Non-Voting | ||
| Special | 1 | Directors remuneration | Remuneration of non-executive directors for their service as directors (2023 financial year) | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | General authority to provide financial assistance to subsidiary companies | For | Resolution passed | |
| Special | 3 | Share buy backs | General authority to repurchase ordinary shares | For | Resolution passed | |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
| Ordinary | 1 | Election of directors | Re-election of Mr G A Blackshaw as a director | For | Resolution passed | |
| Ordinary | 2 | Election of directors | Re-election of Ms K M de Kock as a director | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Appointment of Mr M P R Morojele as a director | For | Resolution passed | |
| Ordinary | 4 | Election of directors | Appointment of Mr A Varachhia as a director | For | Resolution passed | |
| Ordinary | 5,1 | Accept Financial Statements and Statutory Reports | Ratification (for the 2021 financial year) | For | Resolution passed | |
| Ordinary | 5,2 | Appointment of auditors | Re-appointment (for the 2022 financial year) of auditor | For | Resolution passed | |
| Ordinary | 6 | Other | Election of Ms K M de Kock as a member and the chair of the audit and risk committee | For | Resolution passed | |
| Ordinary | 7 | Other | Election of Ms P Mbikwana as a member of the audit and risk committee | For | Resolution passed | |
| Ordinary | 8 | Other | Election of Mr M P R Morojele as a member of the audit and risk committee | For | Resolution passed | |
| Ordinary | 9 | Issuance of shares | General authority to directors to issue shares for cash | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Election of non-Board endorsed external nominee, Tony Pitt, as a director of the Responsible Entity | Against | This director is not independent, and lacks suitable knowledge and expertise. | Resolution rejected |
| Ordinary | 2 | Election of directors | Election of non-Board endorsed external nominee, James Storey, as a director of the Responsible Entity | Against | This director is not independent, and lacks suitable knowledge and expertise. | Resolution rejected |
| Ordinary | 3 | Remuneration policy | Remuneration report | For | Resolution passed | |
| Ordinary | 4 | Other | Grant of long-term performance rights to Mr Graeme Katz, Chief Executive Officer | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | Issue of stapled securities for cash under JSE Listing requirements | For | Resolution passed | |
| Ordinary | 6 | Other | Ratification of placement under the ASX Listing Rules | For | Resolution passed | |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
| Ordinary | 1 | Election of directors | Election of non-Board endorsed external nominee, Tony Pitt, as a director of the Responsible Entity | Against | This director is not independent, and lacks suitable knowledge and expertise. | Resolution rejected |
| Ordinary | 2 | Election of directors | Election of non-Board endorsed external nominee, James Storey, as a director of the Responsible Entity | Against | This director is not independent, and lacks suitable knowledge and expertise. | Resolution rejected |
| Ordinary | 3 | Remuneration policy | Remuneration report | For | Resolution passed | |
| Ordinary | 4 | Other | Grant of long-term performance rights to Mr Graeme Katz, Chief Executive Officer | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | Issue of stapled securities for cash under JSE Listing requirements | For | Resolution passed | |
| Ordinary | 6 | Other | Ratification of placement under the ASX Listing Rules | For | Resolution passed | |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
| Ordinary | 1 | Election of directors | Election of non-Board endorsed external nominee, Tony Pitt, as a director of the Responsible Entity | Against | This director is not independent, and lacks suitable knowledge and expertise. | Resolution rejected |
| Ordinary | 2 | Election of directors | Election of non-Board endorsed external nominee, James Storey, as a director of the Responsible Entity | Against | This director is not independent, and lacks suitable knowledge and expertise. | Resolution rejected |
| Ordinary | 3 | Remuneration policy | Remuneration report | For | Resolution passed | |
| Ordinary | 4 | Other | Grant of long-term performance rights to Mr Graeme Katz, Chief Executive Officer | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | Issue of stapled securities for cash under JSE Listing requirements | For | Resolution passed | |
| Ordinary | 6 | Other | Ratification of placement under the ASX Listing Rules | For | Resolution passed | |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
| Ordinary | 1 | Election of directors | Election of non-Board endorsed external nominee, Tony Pitt, as a director of the Responsible Entity | Against | This director is not independent, and lacks suitable knowledge and expertise. | Resolution rejected |
| Ordinary | 2 | Election of directors | Election of non-Board endorsed external nominee, James Storey, as a director of the Responsible Entity | Against | This director is not independent, and lacks suitable knowledge and expertise. | Resolution rejected |
| Ordinary | 3 | Remuneration policy | Remuneration report | For | Resolution passed | |
| Ordinary | 4 | Other | Grant of long-term performance rights to Mr Graeme Katz, Chief Executive Officer | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | Issue of stapled securities for cash under JSE Listing requirements | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1.1 | Directors remuneration | Retainer: Non-executive director | For | Resolution passed | |
| Special | 1.2 | Directors remuneration | Retainer: Chairman of the board (all-inclusive fee) | For | Resolution passed | |
| Special | 1.3 | Directors remuneration | Retainer: Chairman of the audit and risk committee | For | Resolution passed | |
| Special | 1.4 | Directors remuneration | Retainer: Chairman of the social, ethics and human resources committee | For | Resolution passed | |
| Special | 1.5 | Directors remuneration | Retainer: Chairman of the property and investment committee | For | Resolution passed | |
| Special | 1.6 | Directors remuneration | Retainer: Lead independent director | For | Resolution passed | |
| Special | 1.7 | Directors remuneration | Attendance fee: board (except chairman) | For | Resolution passed | |
| Special | 1.8 | Directors remuneration | Attendance fee: audit and risk committee | For | Resolution passed | |
| Special | 1.9 | Directors remuneration | Attendance fee: social, ethics and human resources committee | For | Resolution passed | |
| Special | 1.10 | Directors remuneration | Attendance fee: property and investment committee | For | Resolution passed | |
| Special | 1.11 | Directors remuneration | Life insurance premiums – Dr GS Moseneke | Against | Discretion with no meaningful justification appears to be have been applied liberally and clear policies should be in place to deal with terminated employees. | Resolution passed |
| Special | 2 | Share buy backs | Repurchase of shares | For | Resolution passed | |
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements | For | Resolution passed | |
| Ordinary | 2 | Appointment of auditors | Reappointment of auditors | For | Resolution passed | |
| Ordinary | 3.1 | Election of directors | Re-election of SF Booysen | Against | Serving beyond the 10 year threshold, small board and therefore ongoing independence is compromised. | Resolution passed |
| Ordinary | 3.2 | Election of directors | Re-election of GS Moseneke | For | Resolution passed | |
| Ordinary | 3.3 | Election of directors | Re-election of NG Payne | For | Resolution passed | |
| Ordinary | 3.4 | Election of directors | Re-election of IU Mothibeli | For | Resolution passed | |
| Ordinary | 4.1 | Other | Election of member to audit and risk committee: SF Booysen | Against | Serving beyond the 10 year threshold, small board and therefore ongoing independence is compromised. | Resolution passed |
| Ordinary | 4.2 | Other | Election of member to audit and risk committee: RD Mokate | For | Resolution passed | |
| Ordinary | 4.3 | Other | Election of member to audit and risk committee: B Ngonyama | For | Resolution passed | |
| Ordinary | 5 | Issuance of shares | Unissued shares | For | Resolution passed | |
| Ordinary | 6 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | |
| Ordinary | 7.1 | Remuneration policy | Remuneration: policy (advisory vote) | Against | Remuneration Policy still a work in progress, room for significant improvement. Mainly centred around the growth in distributable income per share (makes this easy to manipulate). No target has been set for a NAV based return metric which encapsulates total return generated (although we note share price appreciation has been included, I don’t believe this is sufficient). Target ranges for the LTI DIPS growth appear really narrow and don’t provide enough scope for true outperformance. | Resolution passed |
| Ordinary | 7.2 | Remuneration policy | Remuneration: policy implementation (advisory vote) | Against | Individual performance measures and targets for STI awards are fairly vague and indeterminable as to how they were awarded from a shareholder perspective (i.e. unsure the benchmark is we are measuring management against which takes them from target to stretch to outperform). | Resolution passed |
| Ordinary | 8 | Other | Implementation of resolutions | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Other | Business reports for the accounting year ended 31 March 2021 | For | Resolution passed | |
| Ordinary | 2 | Accept Financial Statements and Statutory Reports | To approve the statutory financial statements of the Company for the accounting year ended 31 March 2021. | For | Resolution passed | |
| Ordinary | 3 | Accept Financial Statements and Statutory Reports | To approve the consolidated financial statements of the Company for the accounting year ended 31 March 2021. | For | Resolution passed | |
| Ordinary | 4 | Dividend related | The General Partner proposes that the remaining available retained earnings of the Company at 31 March 2021 after payment of the dividend be carried forward to the following business year. | For | Resolution passed | |
| Ordinary | 5 | Other | To grant discharge of liability to the General Partner and all the members of the Board of Overseers of the Company. | For | Resolution passed | |
| Ordinary | 6.1 | Election of directors | To re-elect Mr J Li | For | Resolution passed | |
| Ordinary | 6.2 | Election of directors | To re-elect Mr Y Prussen | For | Resolution passed | |
| Ordinary | 6.3 | Election of directors | To re-elect Mr S Robertson | For | Resolution passed | |
| Ordinary | 6.4 | Election of directors | To re-elect Mr S Rowlands | For | Resolution passed | |
| Ordinary | 7 | Directors remuneration | To approve a remuneration of € 50 000 per annum for each of the members of the Board of Overseers | For | Resolution passed | |
| Ordinary | 8 | Share option scheme | Shareholders authorised the Company to acquire ordinary shares within the limits approved at that meeting for a period up to the date of the annual general meeting to be held in 2021 | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1.1 | Election of directors | Election of Ms O Ighodaro as a Director | For | Resolution passed | |
| Ordinary | 1.2 | Election of directors | Election of Ms EG Matenge-Sebesho as a Director | For | Resolution passed | |
| Ordinary | 1.3 | Election of directors | Election of Mr H Singh as a Director. | For | Resolution passed | |
| Ordinary | 1.4 | Election of directors | Re-election of Ms KW Mzondeki as a Director | For | Resolution passed | |
| Ordinary | 1.5 | Election of directors | Re-election of Ms F Petersen-Cook as a Director | For | Resolution passed | |
| Ordinary | 1.6 | Election of directors | Re-election of Dr SP Sibisi as a Director. | For | Resolution passed | |
| Ordinary | 1.7 | Election of directors | Re-election of Mr RG Tomlinson as a Director | For | Resolution passed | |
| Ordinary | 2.1 | Election of directors | Re-election of Mr N Kapila as a Director. | For | Resolution passed | |
| Ordinary | 3.1 | Other | Election of Mr KA Rayner as a Member of the Audit Committee. | For | Resolution passed | |
| Ordinary | 3.2 | Other | Election of Mr PCS Luthuli as a Member of the Audit Committee. | For | Resolution passed | |
| Ordinary | 3.3 | Other | Election of Ms KW Mzondeki as a Member of the Audit Committee, subject to her re-election as a Director pursuant to Ordinary Resolution Number 1.4. | Against | Independence is expiring. | Resolution passed |
| Ordinary | 3.4 | Other | Election of Mr H Singh as a Member of the Audit Committee, subject to his re-election as a Director pursuant to Ordinary Resolution Number 1.3. | For | Resolution passed | |
| Ordinary | 3.5 | Other | Election of Mr LL Von Zeuner as a Member of the Audit Committee. | Against | Independence is expiring. | Resolution passed |
| Ordinary | 4.1 | Appointment of auditors | Reappointment of PricewaterhouseCoopers as joint auditors of the Company. | For | Resolution passed | |
| Ordinary | 4.2 | Appointment of auditors | Reappointment of SizweNtsalubaGobodo Grant Thornton as joint auditors of the Company. | For | Resolution passed | |
| Ordinary | 5.1 | Remuneration policy | Non-binding advisory endorsement of the remuneration policy. | For | Resolution passed | |
| Ordinary | 5.2 | Other | Non-binding advisory endorsement of the implementation report. | For | Resolution passed | |
| Ordinary | 6 | Share option scheme | General authority for Directors to allot and issue and/or grant options over ordinary shares. | Against | 10% is excessive. | Resolution passed |
| Special | 1 | Issuance of shares | General authority to issue ordinary shares for cash. | Against | Issuance of ordinary shares would be dilutive to existing shares. | Resolution passed |
| Special | 2 | Share buy backs | General authority to repurchase ordinary shares. | For | Resolution passed | |
| Special | 3 | Directors remuneration | Remuneration of Non-executive Directors. | For | Resolution passed | |
| Special | 4 | Loan/financial assistance | General authority to provide financial assistance. | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Acceptance of annual financial statements | For | Resolution passed | |
| Ordinary | 2 | Dividend related | Confirmation and approval of payment of dividends | For | Resolution passed | |
| Ordinary | 3 | Appointment of auditors | Reappointment of PricewaterhouseCoopers Inc. as auditor | Against | Not independent | Resolution passed |
| Ordinary | 4 | Other | To confirm the appointment of AGZ Kemna as a non-executive director | For | Resolution passed | |
| Ordinary | 5.1 | Election of directors | Re-election of HJ du Toit | Against | Failure to protect minorities | Resolution passed |
| Ordinary | 5.2 | Election of directors | Re-election of CL Enenstein | For | Resolution passed | |
| Ordinary | 5.3 | Election of directors | Re-election of FLN Letele | Against | Not independent | Resolution passed |
| Ordinary | 5.4 | Election of directors | Re-election of R Oliveira de Lima | For | Resolution passed | |
| Ordinary | 5.5 | Election of directors | Re-election of BJ van der Ross | Against | Not independent | Resolution passed |
| Ordinary | 6.1 | Other | Appointment of audit committee member: M Girotra | For | Resolution passed | |
| Ordinary | 6.2 | Other | Appointment of audit committee member: AGZ Kemna | For | Resolution passed | |
| Ordinary | 6.3 | Other | Appointment of audit committee member: SJZ Pacak | Against | Not independent | Resolution passed |
| Ordinary | 7 | Remuneration policy | To endorse the company’s remuneration policy | Against | Excessive. Non-disclosure. | Resolution rejected |
| Ordinary | 8 | Remuneration policy | To endorse the implementation report of the remuneration report | Against | Should exclude Tencent | Resolution rejected |
| Ordinary | 9 | Shares under director control | Approval of general authority placing unissued shares under the control of the directors | Against | 14% is too high. | Resolution rejected |
| Ordinary | 10 | Issuance of shares | Approval of general issue of shares for cash | Against | Too big a discount to NAV | Resolution passed |
| Ordinary | 11 | Other | Authorisation to implement all resolutions adopted at the annual general meeting | For | Resolution passed | |
| Special | 1.1 | Directors remuneration | Approval of the remuneration of the non-executive directors - Board: Chair | For | Resolution passed | |
| Special | 1.2 | Directors remuneration | Approval of the remuneration of the non-executive directors - Board: Member | For | Resolution passed | |
| Special | 1.3 | Directors remuneration | Approval of the remuneration of the non-executive directors - Audit committee: Chair | Against | Not independent | Resolution passed |
| Special | 1.4 | Directors remuneration | Approval of the remuneration of the non-executive directors - Audit committee: Member | For | Resolution passed | |
| Special | 1.5 | Directors remuneration | Approval of the remuneration of the non-executive directors - Risk committee: Chair | Against | Not independent | Resolution passed |
| Special | 1.6 | Directors remuneration | Approval of the remuneration of the non-executive directors - Risk committee: Member | For | Resolution passed | |
| Special | 1.7 | Directors remuneration | Approval of the remuneration of the non-executive directors - Human resources and remuneration committee: Chair | For | Resolution passed | |
| Special | 1.8 | Directors remuneration | Approval of the remuneration of the non-executive directors - Human resources and remuneration committee: Member | For | Resolution passed | |
| Special | 1.9 | Directors remuneration | Approval of the remuneration of the non-executive directors - Nomination committee: Chair | For | Resolution passed | |
| Special | 1.10 | Directors remuneration | Approval of the remuneration of the non-executive directors - Nomination committee: Member | For | Resolution passed | |
| Special | 1.11 | Directors remuneration | Approval of the remuneration of the non-executive directors - Social, ethics and sustainability committee: Chair | For | Resolution passed | |
| Special | 1.12 | Directors remuneration | Approval of the remuneration of the non-executive directors - Social, ethics and sustainability committee: Member | For | Resolution passed | |
| Special | 1.13 | Directors remuneration | Approval of the remuneration of the non-executive directors - Trustees of group share schemes/other personnel funds | For | Resolution passed | |
| Special | 2 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 44 of the Act | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Approve generally the provision of financial assistance in terms of section 45 of the Act | For | Resolution passed | |
| Special | 4 | Share buy backs | General authority for the company or its subsidiaries to acquire N ordinary shares in the company | For | Resolution passed | |
| Special | 5 | Share buy backs | Granting the Specific Repurchase Authorisation | For | Resolution passed | |
| Special | 6 | Share buy backs | General authority for the company or its subsidiaries to acquire A ordinary shares in the company | Against | Could change voting control | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To discuss the annual report | Non-voting | ||
| Ordinary | 2 | Remuneration policy | To approve the directors’ remuneration report | Against | Too many non-independent directors. | Resolution passed |
| Ordinary | 3 | Accept Financial Statements and Statutory Reports | To adopt the annual accounts for the financial year ending 31 March 2021 | For | Resolution passed | |
| Ordinary | 4 | Other | To make a distribution in relation to the financial year ending 31 March 2021 | For | Resolution passed | |
| Ordinary | 5 | Other | To facilitate the making of a (capital) distribution for future financial years | For | Resolution passed | |
| Ordinary | 6 | Other | To discharge executive directors from liability | Against | Have lost confidence in the board | Resolution passed |
| Ordinary | 7 | Other | To discharge non-executive directors from liability | Against | Have lost confidence in the board | Resolution passed |
| Ordinary | 8 | Remuneration policy | To adopt the remuneration policy of the executive and non-executive directors | Against | Have lost confidence in the board | Resolution passed |
| Ordinary | 9 | Election of directors | To appoint A Kemna as a non-executive director | For | Resolution passed | |
| Ordinary | 10.1 | Election of directors | Re-appointment of HJ Du Toit | Against | Failure to protect minority interests | Resolution passed |
| Ordinary | 10.2 | Election of directors | Re-appointment of CL Enenstein | For | Resolution passed | |
| Ordinary | 10.3 | Election of directors | Re-appointment of FLN Letele | Against | Non-independent | Resolution passed |
| Ordinary | 10.4 | Election of directors | Re-appointment of R Oliveira de Lima | For | Resolution passed | |
| Ordinary | 11 | Appointment of auditors | To reappoint PricewaterhouseCoopers Accountants N.V. as the auditor for the financial year ending 31 March 2023 | Against | Non-independent | Resolution passed |
| Ordinary | 12 | Issuance of Shares | To designate the Board of Directors as the Company body to issue shares | Against | 10% is too high | Resolution passed |
| Ordinary | 13 | Share buy backs | To authorise the board to resolve that the Company acquires shares in its own capital | For | Resolution passed | |
| Ordinary | 14 | Other | To reduce the share capital by cancelling own shares | For | Resolution passed | |
| Ordinary | 15 | Other | Closing | Non-voting |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual report | For | Resolution passed | |
| Ordinary | 2.1 | Election of directors | Election of Dany Rüdiger (Executive Director and Chief Operations Officer) | For | Resolution passed | |
| Ordinary | 2.2 | Election of directors | Election of Ana Maria Mihaescu (Independent Non-Executive Director) | For | Resolution passed | |
| Ordinary | 2.3 | Election of directors | Election of Johnathan Lurie (Independent Non-Executive Director) | For | Resolution passed | |
| Ordinary | 2.4 | Election of directors | Re-election of Andreas Klingen (Independent Non-Executive Director and Lead Independent Director) | For | Resolution passed | |
| Ordinary | 2.5 | Election of directors | Re-election of Alex Morar (Chief Executive Officer) | For | Resolution passed | |
| Ordinary | 3.1 | Other | Re-appointment of Andreas Klingen (as member and Chairperson of the Audit Committee) | For | Resolution passed | |
| Ordinary | 3.2 | Other | Re-appointment of Andre van der Veer | Against | Andre van der Veer is not sufficiently independent to serve on the Audit Committee. He was on the board of Rockcastle before the merger with Nepi, concerned that his independence is questionable given his long term and association and relationships with the current Nepi executives. | Resolution passed |
| Ordinary | 3.3 | Other | Re-appointment of Antoine Dijkstra | Against | Mr Dijkstra faces severe capacity constraints – being a full-time executive and a member of governing bodies for nine organisations in non-executive/consulting capacity in addition to sitting on one board committee. | Resolution passed |
| Ordinary | 3.4 | Other | Appointment of Ana Maria Mihaescu | For | Resolution passed | |
| Ordinary | 4 | Appointment of auditors | Re-appointment of PricewaterhouseCoopers LLC as the Auditor | For | Resolution passed | |
| Ordinary | 5 | Auditor remuneration | Authorising Directors to determine Auditor’s remuneration | For | Resolution passed | |
| Ordinary | 6 | Directors remuneration | Authorising Directors to determine Non-Executive Directors’ remuneration | For | Resolution passed | |
| Ordinary | 7 | Other | Authority to give effect to resolutions | For | Resolution passed | |
| Special | 8 | Issuance of Shares | General authority to issue of shares for cash | For | Resolution passed | |
| Special | 9 | Share option | Specific authority to issue shares pursuant to a reinvestment option | For | Resolution passed | |
| Special | 10 | Share buy backs | General authority to repurchase shares | For | Resolution passed | |
| Special | 11 | Remuneration policy | Endorsement of Remuneration Policy | Against | Poor disclosure on LTI: Peer companies used in the benchmarking process are not disclosed, weighting on KPIs not disclosed. STI performance metrics: No balance performance metrics included. | Resolution passed |
| Special | 12 | Remuneration policy | Endorsement of Remuneration Implementation Report | Against | Disclosure generally insufficient to assess if remuneration practices are consistent with remuneration policy. | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Re-election of Henrietta Caroline Baldock as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 2 | Election of directors | Re-election of Zarina Bibi Mahomed Bassa as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Re-election of David Friedland as a Director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 4 | Election of directors | Re-election Philip Alan Hourquebie as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 5 | Election of directors | Re-election of Nishlan Andre Samujh as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 6 | Election of directors | Re-election of Khumo Lesego Shuenyane as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 7 | Election of directors | Re-election of Philisiwe Gugulethu Sibiya as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 8 | Election of directors | Re-election of Fana Titi as a director of a Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 9 | Election of directors | Re-election of James Kieran Colum Whelan as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 10 | Election of directors | Re-election of Stephen Koseff as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 11 | Election of directors | Re-election of Nicola Newton-King as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 12 | Election of directors | Re-election of Jasandra Nyker as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 13 | Election of directors | Re-election of Brain David Stevenson as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 14 | Election of directors | Re-election of Richard John Wainwright as a director of Investec plc and Investec Limited | For | Resolution passed | |
| Ordinary | 15 | Remuneration policy | Approval of the dual listed companies' directors' remuneration report, including the implementation report, for the year ended 31 March 2021 | For | Resolution passed | |
| Ordinary | 16 | Remuneration policy | Approval of the DLC directors' remuneration policy | For | Resolution passed | |
| Ordinary | 17 | Climate Disclosure | Reporting on Scope 3 emissions for the year ending 31 March 2022 | For | Resolution passed | |
| Ordinary | 18 | Other | Authority to take action in respect of the resolutions | For | Resolution passed | |
| Ordinary | 19 | Accept Financial Statements and Statutory Reports | To present the audited annual financial statements of Investec Limited for the year ended 31 March 2021, together with the reports of the directors, the auditors, the Chair of the DLC Audit Committee and the Chair of the DLC Social and Ethics Committee (DLC SEC) to the shareholders. | Non-Voting | ||
| Ordinary | 20 | Dividend related | To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the six-month period ended 30 September 2020. | For | Resolution passed | |
| Ordinary | 21 | Dividend related | To sanction the interim dividend paid by Investec Limited on the dividend access redeemable preference share for the six-month period ended 30 September 2020. | For | Resolution passed | |
| Ordinary | 22 | Dividend related | Subject to the passing of resolution 35, to declare a final dividend on the ordinary shares and the dividend access in Investec Limited for the year ended 31 March 2021 of an amount of equal to that recommended by the directors of Investec Limited. | For | Resolution passed | |
| Ordinary | 23 | Appointment of auditors | To re-appoint Ernst & Young Inc. of 102 Rivonia Road, Sandton, 2196, South Africa upon the recommendation of the current audit committee, as joint auditors of Investec Limited to hold office until the conclusion of the AGM of Investec Limited to be held in 2022. | For | Resolution passed | |
| Ordinary | 24 | Appointment of auditors | To re-appoint KPMG Inc. of 85 Empire Road, Parktown, 2193, South Africa upon the recommendation of the current audit committee, as joint auditors of Investec Limited to hold office until the conclusion of the AGM of Investec Limited to be held in 2022. | For | Resolution passed | |
| Ordinary | 25 | Issuance of shares | Authorising the directors to issue the unissued variable rate, redeemable, cumulative preference shares; the unissued non-redeemable, noncumulative, non-participating preference shares | For | Resolution passed | |
| Ordinary | 26 | Issuance of shares | Authorising the directors to issue the unissued special convertible redeemable preference shares. | For | Resolution passed | |
| Special | 27 | Share option scheme | Approval of Investec Limited Share Incentive Plan. | For | Resolution passed | |
| Special | 28 | Shares under director control | Directors’ authority to acquire ordinary shares. | For | Resolution passed | |
| Special | 29 | Shares under director control | Directors’ authority to acquire any redeemable, non-participating preference shares and non-redeemable, non-cumulative, non-participating preference shares. | For | Resolution passed | |
| Special | 30 | Loan/financial assistance | Financial assistance | For | Resolution passed | |
| Special | 31 | Directors remuneration | Non-executive directors’ remuneration. | For | Resolution passed | |
| Special | 32 | Other | Amendment to the Investec Limited Memorandum of Incorporation. | For | Resolution passed | |
| Ordinary | 33 | Accept Financial Statements and Statutory Reports | To receive the audited annual financial statements of Investec plc for the year ended 31 March 2021, together with the reports of the directors of Investec plc and of the auditors of Investec plc. | For | Resolution passed | |
| Ordinary | 34 | Dividend related | To sanction the interim dividend paid by Investec plc on the ordinary shares in Investec plc for the six-month period ended 30 September 2020. | For | Resolution passed | |
| Ordinary | 35 | Dividend related | Subject to the passing of resolution No 22, to declare a final dividend on the ordinary shares in Investec plc for the year ended 31 March 2021 of an amount equal to that recommended by the directors of Investec plc. | For | Resolution passed | |
| Ordinary | 36 | Appointment of auditors | To re-appoint Ernst & Young LLP of 1 More London Place, London SE1 2AF, as auditors of Investec plc to hold office until the conclusion of the AGM of Investec plc to be held in 2022. | For | Resolution passed | |
| Ordinary | 37 | Auditor remuneration | To authorise the Investec plc Audit Committee to set the remuneration of the company’s auditor. | For | Resolution passed | |
| Ordinary | 38 | Political donations | Political donations | For | Resolution passed | |
| Ordinary | 39 | Issuance of shares | Directors’ authority to allot shares and other securities. | For | Resolution passed | |
| Ordinary | 40 | Other | Approval of Investec plc Share Incentive Plan 2021. | For | Resolution passed | |
| Ordinary | 41 | Shares under director control | Directors’ authority to purchase ordinary shares. | For | Resolution passed | |
| Ordinary | 42 | Share buy backs | Authority to purchase preference shares. | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Other | General authority | For | Resolution passed | |
| Special | 1 | Other | Amendment of Memorandum of Incorporation | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of the 2021 annual financial statements | For | Resolution passed | |
| Ordinary | 2 | Election of directors | Re-election of Mr Francois M Louw as a Director | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Re-election of Mrs Phuti RE Tsukudu as a Director | Against | Not independent. Mrs Phuti RE Tsukudu has been on the board for 12 years. | Resolution passed |
| Ordinary | 4 | Other | Re-appointment of Mr Loyiso Dotwana as a member of the Audit & Risk Committee | Against | Not independent. Mr Loyiso Dotwana has been on the board for 15 years. | Resolution passed |
| Ordinary | 5 | Other | Re-appointment of MR Helmut N Pool as a member of the Audit & Risk Committee | For | Resolution passed | |
| Ordinary | 6 | Other | Re-appointment of Mr Jacobus F Van der Merwe as a member of the | For | Resolution passed | |
| Ordinary | 7 | Other | Re-appointment of Mr Francois M Louw as a member of the Audit & Risk Committee | For | Resolution passed | |
| Ordinary | 8 | Other | Re-appointment Mr Martinus W Von Wielligh as a member of the Audit & Risk Committee | For | Resolution passed | |
| Ordinary | 9 | Appointment of auditors | Re-appointment of Pricewaterhouse Coopers Inc as auditor | For | Resolution passed | |
| Ordinary | 10 | Remuneration policy | Non-binding endorsement of Afrimat's remuneration policy | For | Resolution passed | |
| Ordinary | 11 | Remuneration policy | Non-binding endorsement of Afrimat's implementation report on the remuneration policy | For | Resolution passed | |
| Ordinary | 12 | Other | To authorise the directors or the Company secretary to sign documentation | For | Resolution passed | |
| Ordinary | 13 | Shares under director control | To place unissued shares under the director's control | For | Resolution passed | |
| Ordinary | 14 | Issuance of shares | General authority to issue ordinary shares for cash | Against | Approval of the 30% requested is too high. | Resolution passed |
| Ordinary | 15 | Other | Approval of the amendment of the Afrimat Limited Forfeitable Share Plan | For | Resolution passed | |
| Special | 1 | Other | Remuneration of Chairman of the Board | For | Resolution passed | |
| Special | 2 | Other | Remuneration of Deputy Chairman of the Board | For | Resolution passed | |
| Special | 3 | Directors remuneration | Remuneration of non-executive directors | For | Resolution passed | |
| Special | 4 | Other | Remuneration of Chairman of the Audit & Risk Committee | For | Resolution passed | |
| Special | 5 | Other | Remuneration of Audit & Risk Committee members | For | Resolution passed | |
| Special | 6 | Other | Remuneration of Chairman of the Remuneration Committee | For | Resolution passed | |
| Special | 7 | Other | Remuneration of Chairman of the Nominations Committee | For | Resolution passed | |
| Special | 8 | Other | Remuneration of Remuneration & Nominations Committee members | For | Resolution passed | |
| Special | 9 | Other | Remuneration of Chairman of the Social, Ethics & Sustainability Committee members | For | Resolution passed | |
| Special | 10 | Other | Remuneration of Social, Ethics & Sustainability Committee members | For | Resolution passed | |
| Special | 11 | Other | Remuneration of Chairman of the Investment Review Committee | For | Resolution passed | |
| Special | 12 | Other | Remuneration of Investment Review Committee members | For | Resolution passed | |
| Special | 13 | Other | Ad hoc remuneration of members of the Board under rare circumstances | For | Resolution passed | |
| Special | 14 | Loan/financial assistance | Inter-company financial assistance | For | Resolution passed | |
| Special | 15 | Share buy backs | Financial assistance for the subscription and/or purchase of shares in the Company or a related or inter-related company | For | Resolution passed | |
| Special | 16 | Share buy backs | Share repurchases by Afrimat and its subsidiaries | Against | Approval of the 20% requested is too high. | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | The audited accounts of the Company for the year ended 31 March 2021 together with the report of the auditors on those audited accounts to be received | For | Resolution passed | |
| Ordinary | 2 | Election of directors | Caroline Britton be re-elected as a Director of the Company | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Mark Cherry be re-elected as a Director of the Company | For | Resolution passed | |
| Ordinary | 4 | Election of directors | Kelly Cleveland be re-elected as a Director of the Company | For | Resolution passed | |
| Ordinary | 5 | Election of directors | Andrew Coombs be re-elected as a Director of the Company | For | Resolution passed | |
| Ordinary | 6 | Election of directors | Joanne Kenrick be elected as a Director of the Company | For | Resolution passed | |
| Ordinary | 7 | Election of directors | Daniel Kitchen be re-elected as a Director of the Company | For | Resolution passed | |
| Ordinary | 8 | Election of directors | Alistar Marks be re-elected as a Director | For | Resolution passed | |
| Ordinary | 9 | Election of directors | James Peggie be re-elected as a Director of the Company | For | Resolution passed | |
| Ordinary | 10 | Appointment of auditors | Ernst & Young LLP be reappointed as the auditors of the Company | For | Resolution passed | |
| Ordinary | 11 | Auditor remuneration | Audit Committee be authorised to fix the auditors' remuneration | For | Resolution passed | |
| Ordinary | 12 | Dividend related | Approval of the payment of an authorised dividend of Euro0.0198 per ordinary share in respect of the six months ended 31 March 2021 | For | Resolution passed | |
| Ordinary | 13 | Remuneration policy | The Company's Remuneration Policy be approved | For | Resolution passed | |
| Ordinary | 14 | Remuneration policy | Implementation report on the Company's Remuneration Policy be approved | For | Resolution passed | |
| Ordinary | 15 | Dividend related | Authorisation be given for a scrip dividend scheme for the financial year ending 31 March 2022 | For | Resolution passed | |
| Ordinary | 16 | Issuance of shares | The Directors be authorised generally and unconditionally to allot equity securities | Against | The quantum requested is excessive at two thirds of share capital. | Resolution passed |
| Special | 17 | Shares under director control | Directors be authorised to issue or sell from Treasury shares equal to up to 5% of the issued share capital as if pre-emption rights did not apply | For | Resolution passed | |
| Special | 18 | Shares under director control | The Directors be authorised to issue or sell from treasury shares equal to an additional 5% of issued share capital as if pre-emption rights did not apply solely for acquisitions or other capital investments | Against | Disapplying pre-emption rights has the same effect as issuing shares for cash in South Africa. However, we tend to cap that to 5% in our policy to prevent us excessively waiving our rights and being diluted against our will. | Resolution passed |
| Special | 19 | Other | The rules of the Sirius Real Estate Long Term Incentive Plan 2021 be approved and the Directors be authorised to adopt the 2021 LTIP | For | Resolution passed | |
| Special | 20 | Share buy backs | The Company be authorised to purchase its own ordinary shares | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements | For | Resolution passed | |
| Ordinary | 2 | Appointment of auditors | Re-appointment of independent external auditors | Against | Auditors are not independent. Rotation of auditors is needed. | Resolution passed |
| Ordinary | 3 | Election of directors | Confirmation of appointment of Samuel Jacobus Odendaal as director of the company effective 1 June 2021 | For | Resolution passed | |
| Ordinary | 4.1 | Election of directors | Re-election of F Kenney | Against | Directors are not independent | Resolution passed |
| Ordinary | 4.2 | Election of directors | Re-election of LA Maxwell | Against | Directors are not independent | Resolution passed |
| Ordinary | 4.3 | Election of directors | Re-election of BH Kent | Against | Directors are not independent | Resolution passed |
| Ordinary | 4.4 | Election of directors | Re-election SR Bogatsu | For | Resolution passed | |
| Ordinary | 5.1 | Other | Election of audit committee member: LA Maxwell | Against | Directors are not independent | Resolution passed |
| Ordinary | 5.2 | Other | Election of audit committee member: BH Kent | Against | Directors are not independent | Resolution passed |
| Ordinary | 5.3 | Other | Election of audit committee member: SR Bogatsu | For | Resolution passed | |
| Ordinary | 6 | Remuneration policy | Endorsement of Raubex remuneration policy | Against | Earnings growth hurdle of CPI+5% was too low for FY20, after HEPS was -15% in 2019. Too generous. | Resolution passed |
| Ordinary | 7 | Remuneration policy | Endorsement of Raubex remuneration implementation report | Against | Earnings growth hurdle of CPI+5% was too low for FY20, after HEPS was -15% in 2019. Too generous. | Resolution passed |
| Ordinary | 8 | Other | Directors' authority to implement special and ordinary resolutions | For | Resolution passed | |
| Special | 1 | Directors remuneration | Remuneration of non-executive directors | For | Resolution passed | |
| Special | 2 | Share buy backs | General authority to repurchase shares | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Financial assistance to related or inter-related company | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Directors remuneration | Non-executive director remuneration | For | Resolution passed | |
| Special | 2 | Share buy backs | General approval to repurchase shares | For | Resolution passed | |
| Special | 3 | Loan/financial assistance | Financial assistance in terms of section 45 of the Companies Act to related and inter-related parties | For | Resolution passed | |
| Special | 4 | Loan/financial assistance | Financial assistance in terms of section 44 of the Companies Act | For | Resolution passed | |
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of annual financial statements | For | Resolution passed | |
| Ordinary | 2 | Appointment of auditors | Re-appointment of auditors | For | Resolution passed | |
| Ordinary | 3 | Election of directors | Re-election of R Benjamin-Swales as a director | For | Resolution passed | |
| Ordinary | 4 | Election of directors | Appointment of AD Murray as a director | For | Resolution passed | |
| Ordinary | 5.1 | Other | Election of R Benjamin-Swales | For | Resolution passed | |
| Ordinary | 5.2 | Other | Election of MA Brey | For | Resolution passed | |
| Ordinary | 5.3 | Other | Election of K Ntuli | For | Resolution passed | |
| Ordinary | 5.4 | Other | Election of AD Murray | For | Resolution passed | |
| Ordinary | 6 | Other | Report of the Social, Ethics and Transformation Committee | For | Resolution passed | |
| Ordinary | 7 | Shares under director control | Unissued shares under control of directors | For | Resolution passed | |
| Ordinary | 8 | Issuance of shares | General authority to issue shares for cash | For | Resolution passed | |
| Ordinary | 9 | Share option scheme | Specific authority to issue shares pursuant to a reinvestment option | For | Resolution passed | |
| Ordinary | 10 | Other | Implementation of resolutions | For | Resolution passed | |
| Ordinary | 11 | Remuneration policy | Endorsement of Remuneration policy | For | Resolution passed | |
| Ordinary | 12 | Other | Endorsement of Remuneration Implementation report | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Other | Approval of the Related Party Transaction | For | Resolution passed | |
| Ordinary | 2 | Other | Approval of the Listed Share Flip-Up | For | Resolution passed | |
| Ordinary | 3 | Other | Authority granted to Directors | For | Resolution passed |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Share option scheme | Approval of the Share Acquisition Scheme | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Share option scheme | Approval of the Share Acquisition Scheme | For | Pass | |
| Special | 2 | Share option scheme | Revocation of the Share Acquisitions scheme Resolution if the share acquisitions scheme is terminated | For | Pass | |
| Special | 3 | Share buy backs | Approval of the acquisition of Northam Shares pursuant to the revised accumulated dividends settlement, the repurchase, the Zambezi Preference Share redemption and the acquisition of Zambezi Retention shares | For | Pass | |
| Special | 4 | Share buy backs | Approval of the ESOP Repurchase | For | Pass | |
| Special | 5 | Share option scheme | Approval of the Northam Scheme | For | Pass | |
| Special | 6 | Share option scheme | Revocation of the Northam Scheme Resolution if the Northam Scheme is terminated | For | Pass | |
| Special | 7 | Loan/financial assistance | Approval of financial assistance in terms of sections 44 and 45 of the Companies Act | For | Pass | |
| Special | 8 | Issuance of shares | Approval of the issue of Northam Shares pursuant to the BEE SPV Subscriptions | For | Pass | |
| Special | 9 | Share buy backs | Approval of the BEE Trust Repurchases | For | Pass | |
| Special | 10 | Share buy backs | Approval of the Relevant Zambezi Shareholder Repurchases | For | Pass | |
| Ordinary | 1 | Other | Approval of the Northam SIP Amendments | For | Pass | |
| Ordinary | 2 | Other | Approval of the HDP SPV subscription | For | Pass | |
| Ordinary | 3 | Other | Approval of the Northam Zambezi Ordinary Share Subscription | For | Pass | |
| Ordinary | 4 | Issuance of shares | Approval of the HDP SPV share issue and the BEE SPV Share issues | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Issuance of shares | Approval of the sale of the company of Quilter International to Utmost and to authorise the Directors to implement the transaction | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1.1 | Appointment of auditors | Re-appointment of Company's external auditor: Ernst & Young Inc | For | Pass | |
| Ordinary | 2.1 | Appointment of auditors | Appointment of the company's joint external auditor: KPMG Inc | For | Pass | |
| Ordinary | 3.1 | Election of directors | Alex Darko as an independent non-executive director | For | Pass | |
| Ordinary | 3.2 | Election of directors | Daisy Naidoo as an independent non-executive director | Against | Daisy Naidoo is over-extended. | Pass |
| Ordinary | 3.3 | Election of directors | Francis Okomo-Okello as an independent non-executive director | For | Pass | |
| Ordinary | 3.4 | Election of directors | Sipho M Pityana as an independent non-executive director | For | Pass | |
| Ordinary | 3.5 | Election of directors | Tasneem Abdool-Samad as an independent non-executive director | For | Pass | |
| Ordinary | 4.1 | Election of directors | Fulvio Tonelli, as a non-executive director | For | Pass | |
| Ordinary | 4.2 | Election of directors | Rene van Wyk, as a non-executive director | For | Pass | |
| Ordinary | 4.3 | Election of directors | Nonhlanhla Mjoli-Mncube, as an independent non-executive director | For | Pass | |
| Ordinary | 5.1 | Other | Re-appointment of Alex Darko in the Audit and Compliance Committee | For | Pass | |
| Ordinary | 5.2 | Other | Re-appointment of Daisy Naidoo to the Audit and Compliance Committee | Against | Daisy Naidoo is over-extended. | Pass |
| Ordinary | 5.3 | Other | Re-appointment of Tasneem Abdool-Samad in the Audit and Compliance Committee | For | Pass | |
| Ordinary | 5.4 | Other | Re-appointment of Swithin Munyantwal in the Audit and Compliance Committee | For | Pass | |
| Ordinary | 6 | Shares under director control | Placement of authorised but unissued ordinary share capital of the company under the control of the directors | For | Pass | |
| Ordinary | 7 | Remuneration policy | Endorsement of the company's remuneration policy | For | Pass | |
| Ordinary | 8 | Remuneration policy | Endorsement of the company's remuneration implementation report | For | Pass | |
| Special | 1 | Directors remuneration | Approval of the proposed remuneration of the non-executive directors for their services as directors | For | Pass | |
| Special | 2 | Share buy backs | Granting general authority to the directors to approve the repurchase of the company's ordinary shares | For | Pass | |
| Special | 3 | Loan/financial assistance | Granting general authority to the Company to approve financial assistance in terms of section 45 of the Companies Act No. 71 of 2008 | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1.1 | Election of directors | Election of S Mabaso-Koyana as a director | For | Pass | |
| Ordinary | 1.2 | Election of directors | Election of N Molope as a director | For | Pass | |
| Ordinary | 1.3 | Election of directors | Election of N Gosa as a director | For | Pass | |
| Ordinary | 1.4 | Election of directors | Re-election of S Kheradpir as a director | For | Pass | |
| Ordinary | 1.5 | Election of directors | Re-election of PB Hanratty as a director | For | Pass | |
| Ordinary | 1.6 | Election of directors | Re-election of SB Miller as a director | For | Pass | |
| Ordinary | 1.7 | Election of directors | Re-election of NL Sowazi as a director | For | Pass | |
| Ordinary | 1.8 | Election of directors | Election of T Molefe as a director | For | Pass | |
| Ordinary | 2.1 | Other | To elect S Mabaso-Koyana as a member of the audit committee | For | Pass | |
| Ordinary | 2.2 | Other | To elect N Molope as a member of the audit committee | For | Pass | |
| Ordinary | 2.3 | Other | To elect N Gosa as a member of the audit committee | For | Pass | |
| Ordinary | 2.4 | Other | To elect BS Tshabalala as a member of the audit committee | Against | Lack of attendance | Pass |
| Ordinary | 2.5 | Other | To elect V Rague as a member of the Audit Committee | For | Pass | |
| Ordinary | 3.1 | Other | To elect N Molope as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary | 3.2 | Other | To elect L Sanusi as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary | 3.3 | Other | To elect SB Miller as a member of as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary | 3.4 | Other | To elect NL Sowazi as a member of the Social and Ethics | For | Pass | |
| Ordinary | 3.5 | Other | To elect K Mokhele as a member of the Social and Ethics Committee | For | Pass | |
| Ordinary | 4 | Appointment of auditors | Re-appointment of Pricewaterhouse Coopers as an auditor | For | Pass | |
| Ordinary | 5 | Appointment of auditors | Appointment of Ernst and Young Inc as an auditor of the company | For | Pass | |
| Ordinary | 6 | Issuance of shares | General authority for directors to allot and issue ordinary shares | For | Pass | |
| Ordinary | 7 | Issuance of shares | General authority for directors to allot and issue ordinary shares for cash | For | Pass | |
| Ordinary | 8 | Remuneration policy | Non-binding advisory vote - endorsement of the Company's remuneration policy | Against | Targets are not disclosed | Pass |
| Ordinary | 9 | Remuneration policy | Non-binding advisory vote - endorsement of the Company's remuneration implementation report | Against | Targets are not disclosed | Pass |
| Ordinary | 10 | Other | Authorisation to sign documents to give effect to resolutions | For | Pass | |
| Special | 1.1 | Directors remuneration | Approval of the remuneration payable to the MTN Group Board Local Chairman | For | Pass | |
| Special | 1.2 | Directors remuneration | Approval of the remuneration payable to the MTN Group Board International Chairman | Against | Too excessive | Pass |
| Special | 1.3 | Directors remuneration | Approval of the remuneration payable to the MTN Group Board Local Member | For | Pass | |
| Special | 1.4 | Directors remuneration | Approval of the remuneration payable to the MTN Group Board International Member | For | Pass | |
| Special | 1.5 | Directors remuneration | Approval of the remuneration payable to the MTN Group Board Local Lead Independent Director | Against | Excessive amount of money for remuneration | Pass |
| Special | 1.6 | Directors remuneration | Approval of the remuneration payable to the MTN Group Board International Lead Independent Director | Against | Excessive amount of money for remuneration | Pass |
| Special | 1.7 | Directors remuneration | Approval of the remuneration payable to Remuneration and Human Resources Committee Local Chairman | For | Pass | |
| Special | 1.8 | Directors remuneration | Approval of the remuneration payable to Remuneration and Human Resources Committee International Chairman | For | Pass | |
| Special | 1.9 | Directors remuneration | Approval of the remuneration payable to Remuneration and Human Resources Committee Local member | For | Pass | |
| Special | 1.10 | Directors remuneration | Approval of the remuneration payable to Remuneration and Human Resources Committee International Member | For | Pass | |
| Special | 1.11 | Directors remuneration | Approval of the remuneration payable to Social and Ethics Committee Local Chairman | For | Pass | |
| Special | 1.12 | Directors remuneration | Approval of the remuneration payable to Social and Ethics Committee International Chairman | For | Pass | |
| Special | 1.13 | Directors remuneration | Approval of the remuneration payable to Social and Ethics Committee Local Member | For | Pass | |
| Special | 1.14 | Directors remuneration | Approval of the remuneration payable to Social and Ethics Committee International Member | For | Pass | |
| Special | 1.15 | Directors remuneration | Approval of the remuneration payable to Audit Committee Local Chairman | For | Pass | |
| Special | 1.16 | Directors remuneration | Approval of the remuneration payable to Audit Committee International Chairman | For | Pass | |
| Special | 1.17 | Directors remuneration | Approval of the remuneration payable to Audit Committee Local Member | For | Pass | |
| Special | 1.18 | Directors remuneration | Approval of the remuneration payable to Audit Committee international member | For | Pass | |
| Special | 1.19 | Directors remuneration | Approval of the remuneration payable to Risk Management and compliance committee local chairman | For | Pass | |
| Special | 1.20 | Directors remuneration | Approval of the remuneration payable to Risk Management and compliance committee International Chairman | For | Pass | |
| Special | 1.21 | Directors remuneration | Approval of the remuneration payable to Risk Management and compliance committee Local member | For | Pass | |
| Special | 1.22 | Directors remuneration | Approval of the remuneration payable to Risk Management and compliance committee International member | For | Pass | |
| Special | 1.23 | Directors remuneration | To approve remuneration payable to local member for special assignments (per day) | For | Pass | |
| Special | 1.24 | Directors remuneration | To approve remuneration payable to international member for special assignments (per day) | For | Pass | |
| Special | 1.25 | Directors remuneration | To approve remuneration payable for ad-hoc work performed by non-executive directors for special projects (hourly rate) | For | Pass | |
| Special | 1.26 | Directors remuneration | To approve remuneration payable to MTN Group Share Trust Local Chairman | For | Pass | |
| Special | 1.27 | Directors remuneration | To approve remuneration payable to MTN Group Share Trust International Chairman | For | Pass | |
| Special | 1.28 | Directors remuneration | To approve remuneration payable to MTN Group Share Trust Local member | For | Pass | |
| Special | 1.29 | Directors remuneration | To approve remuneration payable to MTN Group Share Trust International Member | For | Pass | |
| Special | 1.30 | Directors remuneration | To approve remuneration payable to Sourcing Committee Local Chairman | For | Pass | |
| Special | 1.31 | Directors remuneration | To approve remuneration payable to Sourcing Committee International Chairman | For | Pass | |
| Special | 1.32 | Directors remuneration | To approve remuneration payable to Sourcing Committee Local Member | For | Pass | |
| Special | 1.33 | Directors remuneration | To approve remuneration payable to Sourcing Committee International Chairman | For | Pass | |
| Special | 1.34 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee Local Chairman | For | Pass | |
| Special | 1.35 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee International Chairman | For | Pass | |
| Special | 1.36 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee Local Member | For | Pass | |
| Special | 1.37 | Directors remuneration | To approve remuneration payable to Directors Affairs and Corporate Governance Committee International Member | For | Pass | |
| Special | 2 | Share buy backs | To approve the repurchase of the Company's shares | For | Pass | |
| Special | 3 | Loan/financial assistance | To approve the granting of financial assistance to subsidiaries and other related and inter-related entities | For | Pass | |
| Special | 4 | Loan/financial assistance | Financial assistance to directors and/or prescribed officers and employee share scheme beneficiaries | For | Pass | |
| Special | 5 | Loan/financial assistance | To approve the granting of financial assistance to MTN Zakhele Futhi (RF) Limited | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Re-election of Mr DP Meintjies as an independent non-executive director | For | Pass | |
| Ordinary | 2 | Election of directors | Re-election of Mr PJ Mouton as a non-executive director | For | Pass | |
| Ordinary | 3 | Election of directors | Re-election of Mr JP Verster as an independent non-executive director | For | Pass | |
| Ordinary | 4 | Other | Confirmation of the appointment of Ms CH Fernandez as an independent non-executive director | For | Pass | |
| Ordinary | 5 | Other | Confirmation of the appointment of Prof SA du Plessis as an independent non-executive director | For | Pass | |
| Ordinary | 6 | Other | Confirmation of the appointment of Mr V Mahlangu as an independent non-executive director | For | Pass | |
| Ordinary | 7 | Appointment of auditors | Re-appointment of Pricewaterhouse Coopers Inc as an auditor | For | Pass | |
| Ordinary | 8 | Appointment of auditors | Re-appointment of Deloitte & Touche as an auditor | For | Pass | |
| Ordinary | 9 | Issuance of shares | Approval to issue (i) the relevant Loss Absorbent Capital Securities and (ii) Ordinary Shares upon the occurrence of a Trigger Event in respect of the relevant Loss Absorbent Capital Securities | For | Pass | |
| Ordinary | 10 | Issuance of shares | General authority to issue Ordinary Shares for cash | For | Pass | |
| Ordinary | 11 | Remuneration policy | Non-binding endorsement of the remuneration policy | Against | Inability to link awards to performance as the performance outcomes have not been adequately disclosed. We would also like to see KPI linked to predetermined ESG outcomes in future. | Pass |
| Ordinary | 12 | Remuneration policy | Non-binding endorsement of the implementation report on the remuneration policy | For | Reject | |
| Ordinary | 13 | Other | Authority to amend the definition of employee in the Capitec Bank Holdings Share Trust Deed | For | Pass | |
| Special | 1 | Directors remuneration | Approval of the non-executive Directors’ remuneration for the financial year ending on 28 February 2022 | For | Pass | |
| Special | 2 | Share buy backs | General approval for the Company and any subsidiary company to purchase Ordinary Shares | For | Pass | |
| Special | 3 | Loan/financial assistance | Authority for the Board to authorise the Company to provide financial assistance to related and inter-related companies and corporations | For | Pass | |
| Special | 4 | Loan/financial assistance | Authority for the Board to authorise the Company to provide financial assistance for the acquisition of Ordinary Shares in respect of the Restricted Share Plan for senior managers | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1.1 | Election of directors | Election of Ms L Mbatha as a non-executive director | For | Pass | |
| Ordinary | 1.2 | Election of directors | Election of Mr LI Mophatlane as an independent non-executive director | For | Pass | |
| Ordinary | 1.3 | Election of directors | Election of Ms CJ Nxumalo as an independent non-executive director | For | Pass | |
| Ordinary | 1.4 | Election of directors | Election of Ms MLB Msimang as a non-executive director | For | Pass | |
| Ordinary | 1.5 | Election of directors | Election of Dr N Tsengwa as an executive director and approval of her designation | For | Pass | |
| Ordinary | 1.6 | Election of directors | Election of Mr MG Qhena as an independent non-executive director | For | Pass | |
| Ordinary | 2.1 | Other | Election of Mr MJ Moffett as a member of the group Audit committee | For | Pass | |
| Ordinary | 2.2 | Other | Election of Mr LI Mophatlane as a member of the group Audit committee | For | Pass | |
| Ordinary | 2.3 | Other | Election of Mr EJ Myburgh as a member of the group Audit committee | For | Pass | |
| Ordinary | 2.4 | Other | Election of Mr V Nkonyeni as a member of the group Audit committee | For | Pass | |
| Ordinary | 2.5 | Other | Election of Ms CJ Nxumalo as a member of the group Audit committee | For | Pass | |
| Ordinary | 3.1 | Other | Election of Dr GJ Fraser-Moleketi as a member pf the group Social, ethics and responsibility committee | For | Pass | |
| Ordinary | 3.2 | Other | Election of Ms L Mbatha as a member of the group Social, ethics and responsibility committee | For | Pass | |
| Ordinary | 3.3 | Other | Election of Mr LI Mophatlane as a member of the group Social, ethics and responsibility | For | Pass | |
| Ordinary | 3.4 | Other | Election of Mr PCCH Snyders as a member of the group Social, ethics and responsibility committee | For | Pass | |
| Ordinary | 4 | Appointment of auditors | Re-appointment of Pricewaterhouse Coopers Inc as the independent external auditor | For | Pass | |
| Ordinary | 5 | Appointment of auditors | Appointment of KPMG Consortium as an independent external auditor | For | Pass | |
| Ordinary | 6 | Other | Authorisation of directors and/or group company secretary to implement the resolutions set out in the notice convening the annual general meeting | For | Pass | |
| Ordinary | 7 | Other | Approval of the amendment of the Deferred Bonus Plan Rules to include Malus Provisions | For | Pass | |
| Ordinary | 8 | Other | Approval of the amendment of the Long-term Incentive Plan Rules to include Malus provisions | For | Pass | |
| Special | 1 | Directors remuneration | Approval of the non-executive directors' fees for the period 1 June 2021 to the next annual general meeting | Against | Fixed remuneration – we prefer a component of variable remuneration for meeting attendance | Pass |
| Special | 2 | Loan/financial assistance | Authorisation financial assistance for the subscription of securities | Against | Not enough detail provided as to what the financial assistance is for | Pass |
| Special | 3 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special | 4 | Loan/financial assistance | Authorisation of financial assistance to related and inter-related companies | Against | Not enough detail given on who the related companies are and why. | Pass |
| Ordinary | 1 | Remuneration policy | Non-binding advisory vote to approve the remuneration policy | Against | Not enough detail given around peer group benchmarks, mix between LTI and STI – should be weighted more to LTI’s | Pass |
| Ordinary | 2 | Remuneration policy | Non-binding advisory vote to endorse the implementation of the remuneration policy | Against | Not enough detail given around peer group benchmarks, mix between LTI and STI – should be weighted more to LTI’s | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1.1 | Election of directors | Election of Paul Cook | For | Pass | |
| Ordinary | 1.2 | Election of directors | Election of Thulani Gcabashe | For | Pass | |
| Ordinary | 1.3 | Election of directors | Election of Xueping Guan | For | Pass | |
| Ordinary | 1.4 | Election of directors | Election of Kgomotso Moroka | For | Pass | |
| Ordinary | 1.5 | Election of directors | Election of Atedo Peterside | For | Pass | |
| Ordinary | 1.6 | Election of directors | Election of Myles Ruck | Against | Mr Ruck is not deemed to be independent due to tenure given that he has been on the Board for almost 20 years | Pass |
| Ordinary | 1.7 | Election of directors | Election of Lubin Wang | For | Pass | |
| Ordinary | 2.1 | Appointment of auditors | Re-appointment of KPMG Inc | For | Pass | |
| Ordinary | 2.2 | Appointment of auditors | Re-appointment of Pricewaterhouse Coopers Inc | Against | Neither the audit firm (SBK’s auditor for the last 58y’s), nor the audit partner in charge are independent. Mr Bennett will be in charge for the 6th year in a row. | Pass |
| Ordinary | 3 | Shares under director control | Place unissued ordinary shares under control of directors | For | Pass | |
| Ordinary | 4 | Shares under director control | Place unissued preference shares under control of directors | For | Pass | |
| Ordinary | 5.1 | Remuneration policy | Support of the group's remuneration policy | Against | Disappointed in the lack of disclosure, for instance only one financial performance condition has been disclosed for STI’s and LTI’s - whilst none where disclosed for non-financial STI conditions. | Pass |
| Ordinary | 5.2 | Remuneration policy | Endorsement of the group's remuneration implementation report | Against | Given the financial performance of the company (granted it was in the midst of dealing with the Covid pandemic), we are surprised that both the CEO and CFO received 130% of STI rewards. Worthwhile to note that no financial or non-financial conditions were disclosed on STI’s. We also note the considerable percentage salary increases for both CEO and CFO, this is on a already high base when compared to peers. | Pass |
| Ordinary | 6 | Share buy backs | General authority to acquire the company's ordinary shares | For | Pass | |
| Ordinary | 7 | Share buy backs | General authority to acquire the company's preference shares | For | Pass | |
| Ordinary | 8 | Loan/financial assistance | Loans or other financial assistance to related or inter-related companies | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Grindrod's audited Annual Financial Statements for the year ended 31 December 2020 forming part of the 2020 Integrated Annual Report are unchanged from the Provisional Reviewed Results published on SENS on 4 March 2021. | Non-voting | ||
| Ordinary | 2.1.1 | Election of directors | Re-election of MJ Hankinson | For | Pass | |
| Ordinary | 2.1.2 | Election of directors | Re-election of NL Sowazi | For | Pass | |
| Ordinary | 2.1.3 | Election of directors | Re-election of PJ Uys | For | Pass | |
| Ordinary | 2.2.1 | Election of directors | Re-election of FB Ally | For | Pass | |
| Ordinary | 2.3 | Other | Election of member and appointment of chairman of the Audit committee: GG Gelink | For | Pass | |
| Ordinary | 2.4.1 | Other | Election of members of the Audit committee: WO Van Wyk | For | Pass | |
| Ordinary | 2.4.2 | Other | Election of members of the Audit committee: ZP Zatu | For | Pass | |
| Ordinary | 2.5.1 | Appointment of auditors | Re-appointment of Deloitte & Touche as independent auditors | For | Pass | |
| Ordinary | 2.5.2 | Appointment of auditors | Re-appointment of M Holme as a designated audit partner | For | Pass | |
| Ordinary | 2.6 | Issuance of shares | General authority to directors to allot and issue ordinary shares for cash | Against | The stock is trading a large discount to its NAV and break-up value. Issuing shares would be dilutive to shareholders. | Pass |
| Ordinary | 2.7 | Issuance of shares | General authority to issue ordinary shares for cash | Against | The stock is trading a large discount to its NAV and break-up value. Issuing shares would be dilutive to shareholders. | Pass |
| Special | 3.1 | Directors remuneration | Approval of non-executive directors’ fees | For | Pass | |
| Special | 3.2 | Loan/financial assistance | General authority to provide financial assistance in terms of section 44 of the Act | For | Pass | |
| Special | 3.3 | Loan/financial assistance | General authority to provide financial assistance in terms of section 45 of the Act | For | Pass | |
| Special | 3.4 | Share buy backs | Repurchase of Grindrod’s ordinary shares | For | Pass | |
| Ordinary | 4.1 | Remuneration policy | Confirmation of the Group remuneration policy | For | Pass | |
| Ordinary | 4.2 | Remuneration policy | Confirmation of the Group implementation report | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Re-appointment of Auditors and Designated Individual Partner | For | Pass | |
| Ordinary | 2 | Election of directors | Election of SV Zilwa | For | Pass | |
| Ordinary | 3 | Election of directors | Re-election of RP Menell | For | Pass | |
| Ordinary | 4 | Election of directors | Re-election of KA Rayner | For | Pass | |
| Ordinary | 5 | Election of directors | Re-election of JS Vilakazi | For | Pass | |
| Ordinary | 6 | Other | Election of a member and Chair of the Audit Committee: KA Rayner | For | Pass | |
| Ordinary | 7 | Other | Election of a member of the Audit Committee: TJ Cumming | For | Pass | |
| Ordinary | 8 | Other | Election of a member of the Audit Committee: SN Danson | For | Pass | |
| Ordinary | 9 | Other | Election of a member of the Audit Committee: RP Menell | Against | RP Menell is not independent and does not have unique expertise. He is not needed on the Audit Committee | Pass |
| Ordinary | 10 | Other | Election of a member of the Audit Committee: NG Nika | For | Pass | |
| Ordinary | 11 | Other | Election of a member of the Audit Committee: SC Van der Merwe | Against | SC van der Merwe is not independent and does not have unique expertise. He is not needed on the Audit Committee | Pass |
| Ordinary | 12 | Other | Election of a member of the Audit Committee: SV Zilwa | For | Pass | |
| Ordinary | 13 | Issuance of shares | Approval for the issuance of shares. | For | Pass | |
| Ordinary | 14 | Issuance of shares | Issuing equity securities for cash | For | Pass | |
| Ordinary | 15 | Remuneration policy | Non-binding advisory vote on remuneration policy | Against | Performance targets are not disclosed. Only the EBITDA metric is used on financial performance conditions. | Pass |
| Ordinary | 16 | Remuneration policy | Non-binding advisory vote on remuneration implementation report | Against | Performance targets are not disclosed. Only the EBITDA metric is used on financial performance conditions. | Pass |
| Special | 1 | Directors remuneration | Approval for the remuneration of non-executive directors | For | Pass | |
| Special | 2 | Other | Approval for fees for investment committee members | For | Pass | |
| Special | 3 | Other | Approval for a per diem allowance | For | Pass | |
| Special | 4 | Loan/financial assistance | Approval for the company to grant financial assistance in terms of sections 44 and 45 of the Act | For | Pass | |
| Special | 5 | Share buy backs | Approval for the acquisition of the Company's shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive and adopt the consolidated audited annual financial statements for the Company and its subsidiaries for the year ended 31 December 2020 | For | Pass | |
| Ordinary | 2.1 | Election of directors | To re-elect Trevor Manuel as a director of the Company | For | Pass | |
| Ordinary | 2.2 | Election of directors | To re-elect Itumeleng Kgaboesele as a director of the Company | For | Pass | |
| Ordinary | 2.3 | Election of directors | To re-elect Marshall Rapiya as a director of the Company | For | Pass | |
| Ordinary | 2.4 | Election of directors | To elect Brian Armstrong as a director of the Company | For | Pass | |
| Ordinary | 2.5 | Election of directors | To elect Olufunke Ighodaro as a director of the Company | For | Pass | |
| Ordinary | 2.6 | Election of directors | To elect Jaco Langner as a director of the Company | For | Pass | |
| Ordinary | 2.7 | Election of directors | To elect Nomkhita Nqweni as a director of the Company | For | Pass | |
| Ordinary | 3.1 | Other | To elect Olufunke Ighodaro as a member of the Audit committee | For | Pass | |
| Ordinary | 3.2 | Other | To elect Itumeleng Kgaboesele as a member of the Audit committee | For | Pass | |
| Ordinary | 3.3 | Other | To elect Jaco Langner as a member of the Audit committee | For | Pass | |
| Ordinary | 3.4 | Other | To elect John Lister as a member of the Audit committee | For | Pass | |
| Ordinary | 3.5 | Other | To elect Nosipho Molope as a member of the Audit committee | For | Pass | |
| Ordinary | 3.6 | Other | To elect Nomkhita Nqweni as a member of the Audit committee | For | Pass | |
| Ordinary | 4.1 | Appointment of auditors | To re-appoint Deloitte & Touche as joint independent auditors until the conclusion of the next AGM of the company | For | Pass | |
| Ordinary | 4.2 | Appointment of auditors | To re-appoint KPMG Inc. as joint independent auditors until the conclusion of the next AGM of the Company | Against | Lack of independence as audited group companies for over 10 years | Pass |
| Ordinary | 5.1 | Remuneration policy | Non-binding advisory vote on the Company’s remuneration policy | Against | Lack of disclosure on KPIs for Short term incentives | Pass |
| Ordinary | 5.2 | Remuneration policy | Non-binding advisory vote on the Company’s remuneration implementation report | For | Pass | |
| Ordinary | 6 | Other | To authorise any director or the Group Company Secretary to implement the ordinary resolutions above as well as the special resolutions to follow | For | Pass | |
| Special | 1 | Directors remuneration | To approve the remuneration payable to non-executive directors | Against | High vs all competitors | Pass |
| Special | 2 | Share buy backs | To grant general authority to acquire the Company’s own ordinary shares | For | Pass | |
| Special | 3 | Loan/financial assistance | To approve the provisions of financial assistance to subsidiaries and other related and inter-related entities and to directors, prescribed officers and other persons participating in share or other employee incentive schemes | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive and adopt the audited annual financial statements for the period ended 31 December 2020 together with the directors' report and independent auditor's report thereon | For | Pass | |
| Ordinary | 2.1 | Election of directors | Re-election of Ms Catherine Mcllraith as an independent non-executive director | For | Pass | |
| Ordinary | 2.2 | Election of directors | Re-election of Mr Jan van Niekerk as a non-executive director | For | Pass | |
| Ordinary | 3 | Appointment of auditors | Appointment of Ernst and Young Mauritius and Ernst and Young Inc (South Africa) as auditors | For | Pass | |
| Ordinary | 4 | Auditor remuneration | Approval of the remuneration of the Auditors | For | Pass | |
| Ordinary | 5 | Directors remuneration | Approval of the remuneration of Non-executive Directors | For | Pass | |
| Ordinary | 6 | Issuance of shares | Authorisation of the Board to issue shares | Against | They ask authority to issue up to 50% new shares. This is weak considering the weak share price. | Pass |
| Ordinary | 7 | Issuance of shares | General authority to issue shares for cash | Against | They ask authority to issue up to 50% new shares. This is weak considering the weak share price. | Pass |
| Ordinary | 8 | Remuneration policy | Endorsement of the remuneration policy by way of a non-binding advisory vote | For | Pass | |
| Ordinary | 9 | Remuneration policy | Endorsement of the remuneration implementation report by way of a non-binding advisory vote | For | Pass | |
| Ordinary | 10 | Other | Authorisation of any director or the Company Secretary to sign documentation | For | Pass | |
| Special | 11 | Other | Waiver of pre-emptive rights | Against | They ask authority to issue up to 50% new shares. This is weak considering the weak share price. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of financial statements | For | Pass | |
| Ordinary | 2.1 | Election of directors | Election of Mr S Ridley | For | Pass | |
| Ordinary | 2.2 | Election of directors | Election of Ms T Skweyiya | For | Pass | |
| Ordinary | 2.3 | Election of directors | Election of Mr H Walker | For | Pass | |
| Ordinary | 2.4 | Election of directors | Election of Ms L Hartnady | For | Pass | |
| Ordinary | 2.5 | Election of directors | Election of Mr P Mhlanga | For | Pass | |
| Ordinary | 3 | Appointment of auditors | Re-appointment of independent external auditors | For | Pass | |
| Ordinary | 4 | Shares under director control | Place unissued ordinary shares under the control of the directors | For | Pass | |
| Ordinary | 5 | Shares under director control | Place unissued preference shares under the control of the directors | For | Pass | |
| Ordinary | 6 | Issuance of shares | General authority to issue shares for cash | Against | Share price too low. | Pass |
| Ordinary | 7.1 | Other | Election of the group audit and actuarial committee member: Mr Y Suleman | For | Pass | |
| Ordinary | 7.2 | Other | Election of the group audit and actuarial committee member: Ms N Khan | For | Pass | |
| Ordinary | 7.3 | Other | Election of the group audit and actuarial committee member: Mr S Ridley | For | Pass | |
| Ordinary | 7.4 | Other | Election of the group audit and actuarial committee member: Ms C Roskruge Cele | For | Pass | |
| Ordinary | 7.5 | Other | Election of the group audit and actuarial committee member: Mr J Sutcliffe | For | Pass | |
| Ordinary | 7.6 | Other | Election of the group audit and actuarial committee member: Mr H Walker | For | Pass | |
| Ordinary | 8 | Remuneration policy | Liberty Remuneration policy | Against | Bands for ROEV should be higher | Pass |
| Ordinary | 9 | Other | Liberty Implementation report | For | Pass | |
| Special | 1 | Loan/financial assistance | Financial assistance to related or inter-related company | For | Pass | |
| Special | 2.1 | Directors remuneration | Fees of non-executive directors: Chairman of the Board | For | Pass | |
| Special | 2.2 | Directors remuneration | Fees of non-executive directors: Lead Independent Director | For | Pass | |
| Special | 2.3 | Directors remuneration | Fees of non-executive directors: Board member | For | Pass | |
| Special | 2.4 | Directors remuneration | Fees of non-executive directors: International Board member | For | Pass | |
| Special | 2.5 | Directors remuneration | Fees of non-executive directors: International Board member, member of committees and subsidiary board and chairman of a committee | For | Pass | |
| Special | 2.6 | Directors remuneration | Fees of non-executive directors: Chairman of the group audit and actuarial committee | For | Pass | |
| Special | 2.7 | Directors remuneration | Fees of non-executive directors: Member of the group audit and actuarial committee | For | Pass | |
| Special | 2.8 | Directors remuneration | Fees of non-executive directors: Chairman of the group actuarial committee | For | Pass | |
| Special | 2.9 | Directors remuneration | Fees of non-executive directors: Member of the group actuarial committee | For | Pass | |
| Special | 2.10 | Directors remuneration | Fees of non-executive directors: Chairman of the group risk committee | For | Pass | |
| Special | 2.11 | Directors remuneration | Fees of non-executive directors: Member of the group risk committee | For | Pass | |
| Special | 2.12 | Directors remuneration | Fees of non-executive directors: Chairman of the group remuneration committee | For | Pass | |
| Special | 2.13 | Directors remuneration | Fees of non-executive directors: Member of the group risk committee | For | Pass | |
| Special | 2.14 | Directors remuneration | Fees of non-executive directors: Chairman of the group, social, ethics and transformation committee | For | Pass | |
| Special | 2.15 | Directors remuneration | Fees of non-executive directors: Member of the group social, ethics and transformation committee | For | Pass | |
| Special | 2.16 | Directors remuneration | Fees of non-executive directors: Member of the group directors' affairs committee | For | Pass | |
| Special | 2.17 | Directors remuneration | Fees of non-executive directors: Chairman of the group IT committee | For | Pass | |
| Special | 2.18 | Directors remuneration | Fees of non-executive directors: Member of the group IT committee | For | Pass | |
| Special | 2.19 | Directors remuneration | Fees of non-executive directors: Chairman of the STANLIB Limited Board | For | Pass | |
| Special | 2.20 | Directors remuneration | Fees of non-executive directors: Member of the STANLIB Limited Board | For | Pass | |
| Special | 2.21 | Directors remuneration | Fees of non-executive directors: Fee per ad hoc board meeting | For | Pass | |
| Special | 2.22 | Directors remuneration | Fees of non-executive directors: Fee ad hoc board committee meeting | For | Pass | |
| Special | 3 | Share buy backs | General authority for an acquisition of shares issued by the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Re-appointment of Independent Auditor | For | Pass | |
| Ordinary | 2.1 | Election of directors | Re-election of Non-executive Directors: Ms FFT de Buck | For | Pass | |
| Ordinary | 2.2 | Election of directors | Re-election of Non-executive Director: Mr G Gomwe | For | Pass | |
| Ordinary | 2.3 | Election of directors | Re-election of Non-executive Directors: Ms PG Sibiya | For | Pass | |
| Ordinary | 3 | Election of directors | Appointment of Ms AM Roets as a Non-executive Director | For | Pass | |
| Ordinary | 4 | Election of directors | Re-election of Mr MA Dytor as an Executive Director | For | Pass | |
| Ordinary | 5.1 | Other | Election of Audit Committee Member: Ms FFT De Buck | For | Pass | |
| Ordinary | 5.2 | Other | Election of Audit Committee Member: Mr G Gomwe | For | Pass | |
| Ordinary | 5.3 | Other | Election of Audit Committee Member: Ms AM Roets | For | Pass | |
| Ordinary | 5.4 | Other | Election Audit and Committee Member: Ms PG Sibiya | For | Pass | |
| Ordinary | 6.1 | Remuneration policy | Remuneration policy | Against | Due to lack of sufficient detail around the base pay benchmark for executives. STI metrics based on TP or HEPS – should be more specific. | Pass |
| Ordinary | 6.2 | Remuneration policy | Implementation of Remuneration policy | Against | Due to lack of sufficient detail around the base pay benchmark for executives. STI metrics based on TP or HEPS – should be more specific. | Pass |
| Special | 1.1 | Directors remuneration | Directors' fees and remuneration: Board Chairman | For | Pass | |
| Special | 1.2 | Directors remuneration | Directors' fees and remuneration: Board - Non-executive Directors | For | Pass | |
| Special | 1.3 | Directors remuneration | Directors' fees and remuneration: Audit Committee Chairman | For | Pass | |
| Special | 1.4 | Directors remuneration | Directors' fees and remuneration: Audit Committee Members | For | Pass | |
| Special | 1.5 | Directors remuneration | Directors' fees and remuneration: Other Board Committees Chairman | For | Pass | |
| Special | 1.6 | Directors remuneration | Directors' fees and remuneration: Other Board Committee Members | For | Pass | |
| Special | 1.7 | Directors remuneration | Directors' fees and remuneration: Meeting Attendance Fee | For | Pass | |
| Special | 2 | Share buy backs | General authority to repurchase shares | For | Pass | |
| Special | 3 | Loan/financial assistance | Financial assistance to related or inter-related company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | To receive accounts and the reports of the directors and the Auditor for the year ended 31 December 2020 | For | Pass | |
| Ordinary | 2 | Election of directors | Re-appointment of Henry Staunton as a Director (Chairman) | For | Pass | |
| Ordinary | 3 | Election of directors | Re-appointment Ian Hawasworth as a Director (Executive) | For | Pass | |
| Ordinary | 4 | Election of directors | Re-appointment of Situl Jobanputra as a Director (Executive) | For | Pass | |
| Ordinary | 5 | Election of directors | Re-appointment of Michelle McGrath as a Director (Executive) | For | Pass | |
| Ordinary | 6 | Election of directors | Re-appointment of Charlotte Boyle (Non-executive) | For | Pass | |
| Ordinary | 7 | Election of directors | Re-appointment of Jonathan Lane as a (Non-executive) | For | Pass | |
| Ordinary | 8 | Election of directors | Re-appointment of Anthony Steains as a Director (Non-executive) | For | Pass | |
| Ordinary | 9 | Appointment of auditors | Re-appointment of PricewaterhouseCoopers LLP as Auditor | Against | PWC should not be re-elected as auditors of the group as they have been the auditors since 2010. While the company has rotated the audit partner at the start of 2020 it is recommended that a formal audit firm rotation be implemented following a sustained tenure. The Independent Regulatory Board for Auditors (IRBA) introduced mandatory audit firm rotation effective from 1 April 2023. In terms of this regulation the audit firm may not accept the appointment as auditor if that firm has served as the auditor of the company for more than 10 consecutive financial years on or after 1 April 2023. This appears to be a reasonable guideline which Capco could follow. | Pass |
| Ordinary | 10 | Auditor remuneration | To authorise the Audit Committee to determine the Auditors remuneration | For | Pass | |
| Special | 11 | Directors remuneration | Approval of the director's remuneration report | For | Pass | |
| Special | 12 | Issuance of shares | To authorise the Directors to allot shares | Against | Director’s authority to allot more than two thirds of the Company’s issued ordinary share capital seems excessive. Given that the company is trading at a discount to current NAV share issues would be dilutive and are discouraged, especially ones of this size. | Pass |
| Special | 13 | Other | To disapply the pre-emption provisions of Section 561(1) of the Companies Act 2006 to the extent specified. | For | Pass | |
| Special | 14 | Share buy backs | To authorise the Company to purchase its own shares | For | Pass | |
| Special | 15 | Other | To allow General Meetings to be held on 14 clear days' notice | For | Pass | |
| Special | 16 | Other | To adopt new Articles of Association of the Company in substitution for and to the exclusion of the Company's existing Articles | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Appointment of PWC as the auditors of the company | For | Pass | |
| Ordinary | 2.1 | Election of directors | Election of CI Griffith | For | Pass | |
| Ordinary | 2.2 | Election of directors | Election of PG Sibiya | For | Pass | |
| Ordinary | 2.3 | Election of directors | Re-election of CA Carolus | For | Pass | |
| Ordinary | 2.4 | Election of directors | Re-election of SP Reid | For | Pass | |
| Ordinary | 2.5 | Election of directors | Re-election of CE Letton | For | Pass | |
| Ordinary | 3.1 | Other | Re-election of audit committee member and Chairperson of the Audit Committee: YGH Suleman | For | Pass | |
| Ordinary | 3.2 | Other | Re-appointment of a member of the Audit Committee: A Andani | For | Pass | |
| Ordinary | 3.3 | Other | Re-appointment of a member of the Audit Committee: PJ Bacchus | For | Pass | |
| Ordinary | 3.4 | Other | Re-appointment of a member of the Audit Committee: PG Sibiya | For | Pass | |
| Ordinary | 4 | Issuance of shares | Approval for the issue of authorised but unissued ordinary shares. | For | Pass | |
| Special | 1 | Issuance of shares | Approval for the issuing of equity securities for cash | For | Pass | |
| Special | 2 | Directors remuneration | Approval of the remuneration of non-executive directors | Against | Using a fixed remuneration policy, regardless of the number of strings attached. | Pass |
| Special | 3 | Loan/financial assistance | Approval for the Company to grant inter-group financial assistance in terms of sections 44 and 45 of the Companies Act | Against | No disclosure on this | Pass |
| Special | 4 | Share buy backs | Acquisition of the Company's own shares. | Against | 10% is too much. We do not believe buying back shares in the mining sector is the best allocation of capital. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | i | Accept Financial Statements and Statutory Reports | Presentation of financial statements | Non-Voting | ||
| Ordinary | ii | Other | Social and Ethics Committee report | Non-Voting | ||
| Ordinary | 1 | Election of directors | Re-appointment of Ms TN Mgoduso | For | Pass | |
| Ordinary | 2 | Election of directors | Re-appointment of Mr B Mawasha | For | Pass | |
| Ordinary | 3 | Election of directors | Appointment of Ms A Sithebe | For | Pass | |
| Ordinary | 4 | Election of directors | Appointment of Mr P Giliam | For | Pass | |
| Ordinary | 5 | Election of directors | Appointment of Ms B Matthews | For | Pass | |
| Ordinary | 6 | Appointment of auditors | Re-appointment of PricewaterhouseCoopers Inc as independent auditors | For | Pass | |
| Ordinary | 7.1 | Other | Appointment of audit and risk committee Chairman: Ms B Matthews | For | Pass | |
| Ordinary | 7.2 | Other | Appointment of Ms A Sithebe as a member of the audit and risk committee member: Ms A Sithebe | For | Pass | |
| Ordinary | 7.3 | Other | Re-appointment of audit and risk committee member: Mr B Mawasha | For | Pass | |
| Ordinary | 8.1 | Remuneration policy | Endorsement of the company's remuneration policy | For | Pass | |
| Ordinary | 8.2 | Remuneration policy | Company's remuneration implementation report | For | Pass | |
| Special | 1 | Directors remuneration | Approval of the non-executive director's remuneration | For | Pass | |
| Special | 2 | Loan/financial assistance | Provision of financial assistance | For | Pass | |
| Special | 3 | Loan/financial assistance | Provision of financial assistance in terms of Section 44 of the Companies Act | For | Pass | |
| Special | 4 | Share buy backs | General authority to repurchase the company's securities | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Special | 1 | Other | To approve: (a) The reduction of the share premium account of Anglo American plc by $1,800,000,000 and the repayment of part of such amount to be satisfied by Anglo American plc transferring the entire issued share capital of Thungela Resources Limited to Anglo American plc Shareholders of the Demerger Record time of one Thungela Resources Limited Share for every ten Anglo American plc shares held by them, (b) The authorisation of the directors of Anglo American plc to take the necessary actions to carry the scheme into effect, (c) The amendments to the Anglo American plc articles to the Anglo American plc Articles of Association in connection with (a) above as set out in the Notice of Anglo American plc General Meeting. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1.1 | Election of directors | Re-appointment of Mr AM Ferguson | For | Pass | |
| Ordinary | 1.2 | Election of directors | Re-appointment of Mrs KC Ramon | For | Pass | |
| Ordinary | 1.3 | Election of directors | Re-appointment of Mr JE Tilk | For | Pass | |
| Ordinary | 2 | Election of directors | Election of Dr KOF Busia | For | Pass | |
| Ordinary | 3.1 | Other | Appointment of Audit and Risk Committee member: Mr AM Ferguson | For | Pass | |
| Ordinary | 3.2 | Other | Appointment of Audit and Risk Committee: Mr R Gasant | For | Pass | |
| Ordinary | 3.3 | Other | Appointment of Ms NVB Magubane | For | Pass | |
| Ordinary | 3.4 | Other | Appointment of Audit and Risk Committee: Ms MC Richter | For | Pass | |
| Ordinary | 3.5 | Other | Appointment of Audit and Risk Committee: Mr JE Tilk | For | Pass | |
| Ordinary | 4 | Appointment of auditors | Re-appointment of Ernst & Young Inc | Against | Ernst & Young has been the auditor for 77 years. They are not independent. | Pass |
| Ordinary | 5 | Issuance of shares | Granting authority to directors to allot and issue ordinary shares | For | Pass | |
| Ordinary | 6.1 | Remuneration policy | Remuneration policy | For | Pass | |
| Ordinary | 6.2 | Other | Implementation report | For | Pass | |
| Special | 1 | Directors remuneration | Remuneration of non-executive directors | Against | Using a fixed remuneration policy, irrespective of the numbers of meetings attended. | Pass |
| Special | 2 | Share buy backs | General authority to acquire the company's own shares. | For | Pass | |
| Special | 3 | Issuance of shares | General authority to issue ordinary shares for cash | Against | 10% approval is too much. Need to see a re-rating before willing to provide approval for such an issue | Pass |
| Special | 4 | Loan/financial assistance | General authority to provide financial assistance | For | Pass | |
| Ordinary | 7 | Other | Directors' authority to implement special and ordinary resolutions | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Receival of the company's accounts and the reports of the directors and auditors for the year ended 31 December 2021 | For | Pass | |
| Special | 2 | Other | Approval of the company's capital contribution reserves be reduced and be repaid to shareholders as per the terms set out in the notice of the meeting | For | Pass | |
| Ordinary | 3 | Election of directors | Re-appointment of Anthony Hayward | For | Pass | |
| Ordinary | 4 | Election of directors | Re-appointment of Ivan Glasenberg | For | Pass | |
| Ordinary | 5 | Election of directors | Re-appointment of Peter Coates | For | Pass | |
| Ordinary | 6 | Election of directors | Re-appointment of Martin Gilbert | For | Pass | |
| Ordinary | 7 | Election of Directors | Re-appointment of Gill Marcus | For | Pass | |
| Ordinary | 8 | Election of directors | Re-appointment of Patrice Merrin | For | Pass | |
| Ordinary | 9 | Election of directors | Re-appointment of Kalldas Madhavpeddi | For | Pass | |
| Ordinary | 10 | Election of directors | Re-appointment of Cynthia Carroll | For | Pass | |
| Ordinary | 11 | Appointment of auditors | Re-appointment of Deloitte LLP | For | Pass | |
| Ordinary | 12 | Auditor remuneration | Authorise audit committee to fix the remuneration of the auditors | For | Pass | |
| Ordinary | 13 | Remuneration policy | Approval of the rules of the Glencore plc incentive plan | For | Pass | |
| Ordinary | 14 | Climate policy | Approval of Climate Action Transition Plan dated 4 December 2020 | For | Pass | |
| Ordinary | 15 | Remuneration policy | Approval of the remuneration policy | Against | Not enough disclosure on STI and LTI targets | Pass |
| Ordinary | 16 | Other | Approval of the remuneration report | Against | Not enough disclosure on STI and LTI targets | Pass |
| Ordinary | 17 | Other | Renewal of the authority conferred on the directors | For | Pass | |
| Special | 18 | Other | Renewal of authority conferred on the Directors pursuant to Article 10.3 | Against | In principle we do not believe in the disapplication of pre-emptive rights to protect minority interest | Pass |
| Special | 19 | Issuance of shares | To empower the Directors pursuant to Article 10.3 of the Articles to allot equity for cash | Against | In principle we do not believe in the disapplication of pre-emptive rights to protect minority interest | Pass |
| Special | 20 | Share buy backs | Authorisation of company to make market purchases of ordinary shares. | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Receipt of the 2020 annual report and accounts | For | Pass | |
| Ordinary | 2 | Directors remuneration | Approval of the director's remuneration report | Against | Remuneration excessive in our view vs peer group, and disclosure is lacking regarding specific performance conditions for STI’s and LTI’s. | Pass |
| Ordinary | 3 | Appointment of auditors | Re-appointment of KPMG LLP as the Company's auditors | For | Pass | |
| Ordinary | 4 | Auditor remuneration | Agreement of the auditor's remuneration | For | Pass | |
| Ordinary | 5 | Election of directors | Re-appointment of Luc Jobin | For | Pass | |
| Ordinary | 6 | Election of directors | Re-appointment of Jack Bowles | For | Pass | |
| Ordinary | 7 | Election of directors | Re-appointment of Tadeu Marroco | For | Pass | |
| Ordinary | 8 | Election of directors | Re-appointment of Sue Farr | For | Pass | |
| Ordinary | 9 | Election of directors | Re-appointment of Jeremy Fowden | For | Resolution withdrawn | |
| Ordinary | 10 | Election of directors | Re-appointment of Dr Marion Helmes | For | Pass | |
| Ordinary | 11 | Election of directors | Re-appointment of Holly Keller Koepel | For | Pass | |
| Ordinary | 12 | Election of directors | Re-appointment of Savio Kwan | For | Pass | |
| Ordinary | 13 | Election of directors | Re-appointment of Dimitri Panayotopoulos | For | Pass | |
| Ordinary | 14 | Election of directors | Appointment of Karen Guerra | For | Pass | |
| Ordinary | 15 | Election of directors | Appointment of Darrell Thomas | For | Pass | |
| Ordinary | 16 | Issuance of shares | Renewal of the director's authority to allot shares | For | Pass | |
| Special | 17 | Other | Renewal of the Director's authority to disapply pre-emption rights | Against | In principle we do not agree with disapplying pre-emptive rights that are designed to protect shareholders | Pass |
| Special | 18 | Share buy backs | Authority for the company to purchase its own shares | For | Pass | |
| Ordinary | 19 | Political donations | Authority to make donations to political organisations | Against | Not in line with the UK companies act of donations to politically parties exceeding GBP 5k. | Pass |
| Special | 20 | Other | Notice period for general meetings | Against | Minimum notice period should be 21 days as per the articles of association – 14days is too short. | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Share buy backs | Renewal of the powers of the Board of Directors relating to the acquisition by the Company of its own shares and amendments to article 15 of the articles of association | Against | High levels of debt on balance sheet and would rather see the company de-leverage first before the buyback of any shares. | Pass |
| Ordinary | 2 | Accept Financial Statements and Statutory Reports | Management Report by the board of Directors | Non-Voting | ||
| Ordinary | 3 | Other | Report by the Statutory auditor | Non-Voting | ||
| Ordinary | 4 | Other | Communication of the consolidated annual accounts | Non-Voting | ||
| Ordinary | 5 | Other | Approval of the statutory annual accounts | For | Pass | |
| Ordinary | 6 | Other | Discharge to the directors | For | Pass | |
| Ordinary | 7 | Other | Discharge to the statutory auditor | For | Pass | |
| Ordinary | 8.1 | Election of directors | Re-appointment of Mr Martin J Barrington | For | Pass | |
| Ordinary | 8.2 | Election of directors | Re-appointment of Mr. William F. Fifford, Jr | For | Pass | |
| Ordinary | 8.3 | Election of directors | Appointment of Mr. Alejandro Santo Domingo Davila | For | Pass | |
| Ordinary | 9 | Remuneration policy | Approval of the remuneration policy | Against | Insufficient disclosure of the target/base salaries of long-term incentive performance conditions | Pass |
| Ordinary | 10 | Other | Approval of the remuneration report | For | Pass | |
| Ordinary | 11 | Loan/financial assistance | Approval for a change of control provision | For | Pass | |
| Special | 1 | Other | Granting powers to Jan Vandermeersch | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | i | Accept Financial Statements and Statutory Reports | Presentation of the annual financial statements and the reports of the directors, the audit and risk committee and the social and ethics committee | Non-Voting | ||
| Ordinary | 1 | Election of directors | Re-election of WYN Luhabe | For | Pass | |
| Ordinary | 2 | Election of directors | Re-election of LJ du Preez | For | Pass | |
| Ordinary | 3 | Election of directors | Withdrawn | Non-Voting | He resigned | |
| Ordinary | 4 | Other | Withdrawn | Non-Voting | He resigned | |
| Ordinary | 5 | Other | Re-appointment of the audit and risk committee members: F Petersen-Cook | For | Pass | |
| Ordinary | 6 | Other | Re-appointment of the audit and risk committee members: SH Muller | For | Pass | |
| Ordinary | 7 | Appointment of auditors | Re-appointment of Pricewaterhouse Coopers | For | Pass | |
| Ordinary | 8 | Remuneration policy | Approval of remuneration policy | For | Pass | |
| Ordinary | 9 | Remuneration policy | Approval of implementation report on remuneration policy | For | Pass | |
| Special | 1.1 | Directors remuneration | Chairman | For | Pass | |
| Special | 1.2 | Directors remuneration | Lead Independent Director | For | Pass | |
| Special | 1.3 | Directors remuneration | Board members | For | Pass | |
| Special | 1.4 | Directors remuneration | Audit and risk committee chairman | For | Pass | |
| Special | 1.5 | Directors remuneration | Audit and risk committee members | For | Pass | |
| Special | 1.6 | Directors remuneration | Human resources and remuneration committee chairman | For | Pass | |
| Special | 1.7 | Directors remuneration | Human resources and remuneration committee members | For | Pass | |
| Special | 1.8 | Directors remuneration | Social and ethics committee chairman | For | Pass | |
| Special | 1.9 | Directors remuneration | Social and ethics committee members | For | Pass | |
| Special | 1.10 | Directors remuneration | Nomination committee chairman | For | Pass | |
| Special | 1.11 | Directors remuneration | Nomination committee members | For | Pass | |
| Special | 1.12 | Other | Non-scheduled extraordinary meetings | For | Pass | |
| Special | 1.13 | Other | Director approved by Prudential Authority | For | Pass | |
| Special | 2 | Loan/financial assistance | Intercompany financial assistance | For | Pass | |
| Special | 3 | Share buy backs | General authority to repurchase shares issued by the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Election of Ms D Radley as an independent non-executive director | For | Pass | |
| Ordinary | 2 | Election of directors | Election of Mr N Nyawo as an executive director | For | Pass | |
| Ordinary | 3 | Election of directors | Re-election of Mr M Barkhuysen as an independent non-executive director | For | Pass | |
| Ordinary | 4 | Election of directors | Re-election of Ms L Sennelo as an independent non-executive director | For | Pass | |
| Ordinary | 5.1 | Other | Election of Ms B Mathews as a member of the audit committee | For | Pass | |
| Ordinary | 5.2 | Other | Election of Ms D Naidoo as a member of the audit committee | Against | Ms Naidoo faces severe capacity constraints and is currently over boarded (in addition to Redefine's duties, she sits on eight other boards and 17 external committees). Further to this, she was chairman of the audit committee when the put option of the Mall of the South was triggered – potentially reflecting a lack of oversight. The role of audit committee member carries significant responsibility and should be taken on by someone with capacity to do so. | Pass |
| Ordinary | 5.3 | Other | Election of Ms D Radley as a member of the audit committee | For | Pass | |
| Ordinary | 5.4 | Other | Election of Ms L Sennelo as a member of the audit committee | For | Pass | |
| Ordinary | 6 | Appointment of auditors | Re-appointment of PwC as independent external auditor | For | Pass | |
| Ordinary | 7 | Shares under director control | Placing the unissued ordinary shares under the control of the directors | Against | Redefine will not be paying cash distributions for FY20, so dilution from this resolution would be a double negative for investors. This resolution would give directors of Redefine unrestricted control which could expose existing shareholders to risk of dilution. Given that management have disappointed in the past through non-disclosure of the Mall of the South put option, one feels that this level of discretion should not be placed in their hands | Pass |
| Ordinary | 8 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary | 9 | Issuance of shares | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Ordinary | 10 | Remuneration policy | Non-binding advisory vote on the remuneration policy of the company | For | Pass | |
| Ordinary | 11 | Remuneration policy | Non-binding advisory vote on the implementation of the remuneration policy of the company | For | Pass | |
| Ordinary | 12 | Other | Amendment of the Redefine Executive Incentive Scheme rules | For | Pass | |
| Ordinary | 13 | Other | Authorisation of directors and/or the company secretary | For | Pass | |
| Special | 1 | Directors remuneration | Non-executive director fees | For | Pass | |
| Special | 2 | Loan/financial assistance | Approval for the granting of financial assistance to directors, prescribed officers and other identified employees as employee share scheme beneficiaries | For | Pass | |
| Special | 3 | Loan/financial assistance | Approval for the granting of financial assistance to related and inter-related entities | For | Pass | |
| Special | 4 | Issuance of shares | General authority for a repurchase of shares issued by the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Adoption of the annual financial statements | For | Pass | |
| Ordinary | 2 | Election of directors | Brett Botten | For | Pass | |
| Ordinary | 3 | Election of directors | Graham O’Connor | For | Pass | |
| Ordinary | 4 | Election of directors | Marang Mashologu | For | Pass | |
| Ordinary | 5 | Appointment of auditors | Re-election of the independent external auditor | For | Pass | |
| Ordinary | 6.1 | Other | Re-election of the members of the Audit Committee: Marang Mahsologu | For | Pass | |
| Ordinary | 6.2 | Other | Re-election of the members of the Audit Committee: Harish Mehta | For | Pass | |
| Ordinary | 6.3 | Other | Re-election of the members of the Audit Committee: Andrew Walker(Chairman) | For | Pass | |
| Ordinary | 7 | Share option scheme | Authority to issue shares for the purpose of share options | For | Pass | |
| Ordinary | 8 | Issuance of shares | Authority to issue shares for the purpose of the CSP | For | Pass | |
| Ordinary | 9 | Remuneration policy | Non-binding advisory vote on the remuneration policy | For | Pass | |
| Ordinary | 10 | Remuneration policy | Non-binding advisory vote on the remuneration implementation report | For | Pass | |
| Special | 1 | Loan/financial assistance | Financial assistance to related or inter-related companies | For | Pass | |
| Special | 2 | Directors remuneration | Non-executive directors’ fees | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Election of directors | Z Matlala | For | Pass | |
| Ordinary | 2 | Election of directors | Y Waja | For | Pass | |
| Ordinary | 3 | Election of directors | Prof E Links | For | Pass | |
| Ordinary | 4 | Election of directors | BH Azizollahoff | For | Pass | |
| Ordinary | 5 | Other | Re-appointment of Y Waja as a chairman of the audit and risk committee | For | Pass | |
| Ordinary | 6 | Other | Reappointment of BH Azizollahoff as a member of the audit and risk committee | For | Pass | |
| Ordinary | 7 | Other | Reappointment of Prof E Links as a member of the audit and risk committee | For | Pass | |
| Ordinary | 8 | Appointment of auditors | Reappointment of Mazars as independent external auditor and Susan Truter as the designated audit partner of the company | For | Pass | |
| Ordinary | 9 | Issuance of shares | General authority to issue shares for cash | For | Pass | |
| Ordinary | 10 | Share option scheme | Specific authority to issue shares pursuant to a reinvestment option | For | Pass | |
| Ordinary | 11 | Other | Amendment to the rules of the CSP | For | Pass | |
| Ordinary | 12 | Remuneration policy | Endorsement of the remuneration policy | For | Pass | |
| Ordinary | 13 | Remuneration policy | Endorsement of the remuneration implementation report | For | Pass | |
| Ordinary | 14 | Other | To authorise the signature of documentation | For | Pass | |
| Special | 1 | Loan/financial assistance | Financial assistance to related or inter-related companies | For | Pass | |
| Special | 2 | Loan/financial assistance | Financial assistance for the subscription and/or purchase of securities in the company or in related or inter-related companies | For | Pass | |
| Special | 3 | Share buy backs | Share repurchases | For | Pass | |
| Special | 4 | Directors remuneration | Approval of non-executive directors’ remuneration | For | Pass | |
| Special | 5 | Issuance of shares | Approval to issue shares in terms of section 41(1) of the Companies Act | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Re-appointment of auditors | Against | BDO been the auditor for 34 years. Not independent. | Pass |
| Ordinary | 2.1 | Election of directors | Ms SN Maziya | For | Pass | |
| Ordinary | 2.2 | Election of directors | Mr H Ntene | For | Pass | |
| Ordinary | 2.3 | Election of directors | Mr RW Gardiner | For | Pass | |
| Ordinary | 3.1 | Other | Appointment of Audit Committee Member: Mr AJ Bester | For | Pass | |
| Ordinary | 3.2 | Other | Appointment of Audit Committee Member: Mr RW Gardiner | For | Pass | |
| Ordinary | 3.3 | Other | Appointment of Audit Committee Member: Ms SN Maziya | For | Pass | |
| Ordinary | 3.4 | Other | Appointment of Audit Committee Member: Ms KM Forbay | For | Pass | |
| Ordinary | 4 | Remuneration policy | Advisory vote on WBHO remuneration policy | Against | Remuneration. WBHO made a big loss in FY20 (had massive losses in Australia from a own goal). 2019 was also a bit of disaster. So they’ve had 2 horrible years. Yet, executives received bonuses of more than their annual basic salaries. Performance has been far below par for the last few years. | Pass |
| Ordinary | 5 | Remuneration policy | Implementation report of remuneration policy | Against | Remuneration. WBHO made a big loss in FY20 (had massive losses in Australia from a own goal). 2019 was also a bit of disaster. So they’ve had 2 horrible years. Yet, executives received bonuses of more than their annual basic salaries. Performance has been far below par for the last few years. | Pass |
| Ordinary | 6 | Issuance of shares | Placing unissued shares under the control of the directors | For | Pass | |
| Ordinary | 7 | Other | Directors’ and/or Company Secretary authority to implement special and ordinary resolutions | For | Pass | |
| Special | 1 | Directors remuneration | Director's remuneration | For | Pass | |
| Special | 2 | Loan/financial assistance | Financial assistance to directors, prescribed officers, employee share scheme beneficiaries and related or inter-related companies and corporations | For | Pass | |
| Special | 3 | Share buy backs | General authority to repurchase company shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1.1 | Election of directors | Re-election of M Bower | For | Pass | |
| Ordinary | 1.2 | Election of directors | Re-election of B Bulo | For | Pass | |
| Ordinary | 2 | Appointment of auditors | Re-appointment of independent Auditor | For | Pass | |
| Ordinary | 3.1 | Other | Appointment of Audit Committee Member: M Bower(Chairman) | For | Pass | |
| Ordinary | 3.2 | Other | Appointment of Audit Committee Member: B Bulo | For | Pass | |
| Ordinary | 3.3 | Other | Appointment of Audit Committee Member: D Kneale | For | Pass | |
| Ordinary | 4 | Other | Signature of documentation | For | Pass | |
| Ordinary | 5 | Remuneration policy | Approval of Remuneration policy | Against | KPIs(Key performance indicator) for STI (short-term incentive) are not disclosed. CEO salary is highest vs Peers, although NTCs business is the least complex while perfromance over the last few years have been mediocre. No performance metrics attached to retention shares. No detail on clawback revisions. | Pass |
| Ordinary | 6 | Other | Approval of Implementation report | Against | KPIs(Key performance indicator) for STI (short-term incentive) are not disclosed. CEO salary is highest vs Peers, although NTCs business is the least complex while perfromance over the last few years have been mediocre. No performance metrics attached to retention shares. No detail on clawback revisions. | Pass |
| Special | 1 | Share buy backs | General authority to repurchase shares in the Company | For | Pass | |
| Special | 2 | Directors remuneration | Non-executive directors’ fees | For | Pass | |
| Special | 3 | Loan/financial assistance | Financial assistance to related and inter-related companies | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Consideration and adoption of Annual Financial Statements | For | Pass | |
| Ordinary | 2.1 | Election of directors | Mr DJ Fouche | For | Pass | |
| Ordinary | 2.2 | Election of directors | Mr S Mayet | For | Pass | |
| Ordinary | 3.1 | Other | Reappointment of members of the Audit and Risk Management Committee: Mr DJ Fouche | For | Pass | |
| Ordinary | 3.2 | Other | Reappointment of members of the Audit and Risk Management Committee: Mr S Mayet | For | Pass | |
| Ordinary | 3.3 | Other | Reappointment of members of the Audit and Risk Management Committee: Mrs TM Shabangu | For | Pass | |
| Ordinary | 4.1 | Other | Reappointment of members of the Social and Ethics Committee: Mrs TM Shabangu | For | Pass | |
| Ordinary | 4.2 | Other | Reappointment of members of the Social and Ethics Committee: Dr T Eloff | For | Pass | |
| Ordinary | 4.3 | Other | Reappointment of members of the Social and Ethics Committee: Mr GD Arnold | For | Pass | |
| Ordinary | 4.4 | Other | Reappointment of members of the Social and Ethics Committee: Mr LW Hansen | For | Pass | |
| Ordinary | 5 | Appointment of auditors | Appointment of independent Auditor | For | Pass | |
| Ordinary | 6 | Auditor remuneration | Authority for determination of auditor's remuneration | For | Pass | |
| Ordinary | 7 | Remuneration policy | Approval of Remuneration policy | For | Pass | |
| Ordinary | 8 | Remuneration policy | Approval of the implementation of the Remuneration Policy | For | Pass | |
| Ordinary | 9 | Other | Signature of documentation | For | Pass | |
| Special | 10 | Directors remuneration | Non-executive directors’ fees | For | Pass | |
| Special | 11 | Loan/financial assistance | Authority to provide financial assistance to related and inter-related companies | For | Pass | |
| Special | 12 | Share buy backs | General authority to repurchase shares in the Company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Receipt and acceptance of 2020 Group Annual Financial Statements, including Directors Report, Auditors Report and Audit and Risk Committee Report | For | Pass | |
| Ordinary | 2.1 | Election of directors | Re-election of Ms ZN Malinga | For | Pass | |
| Ordinary | 2.2 | Election of directors | Re-election of Mr V Moosa | For | Pass | |
| Ordinary | 2.3 | Election of directors | Re-election of Mr RJAM Renders | For | Pass | |
| Ordinary | 2.4 | Election of directors | Re-election of Sir Nigel Rudd | For | Pass | |
| Ordinary | 3.1 | Other | Election of Mr N Mageza as member and Chairman of Audit and Risk Committee | Against | Not independent, been on the board for 11 years | Pass |
| Ordinary | 3.2 | Other | Election of Ms ZN Malinga as member of the Audit and Risk Committee | For | Pass | |
| Ordinary | 3.3 | Other | Election of Dr B Mehlomakulu as a member of the Audit and Risk Committee | Against | Not qualified given her links to the Gupta brothers was CEO at SABS for 9 years which resulted in deterioration of the financial performance to serve on the Board's poor track record. | Pass |
| Ordinary | 3.4 | Other | Election of Ms JE Stipp as a member of the Audit and Risk Committee | For | Pass | |
| Ordinary | 4 | Appointment of auditors | Re-appointment of KPMG Inc. as auditors of Sappi for the year ending September 2020 and until the next Annual General Meeting of Sappi | For | Pass | |
| Ordinary | 5 | Issuance of shares | Specific authority to issue ordinary shares | For | Pass | |
| Ordinary | 6 | Remuneration policy | Non-binding endorsement of remuneration policy | Against | Peer companies not dislosed in benchmarking. No financial targets provided for Y21 | Pass |
| Ordinary | 7 | Remuneration policy | Non-binding endorsement of remuneration implemenrtation report | Against | Peer companies not dislosed in benchmarking. No financial targets provided for Y21 | Pass |
| Ordinary | 8 | Other | Authority for directors to sign all documents and do all such things necessary to implement the above resolutions | For | Pass | |
| Special | 1 | Election of directors | Non-executive directors’ fees | For | Pass | |
| Special | 2 | Loan/financial assistance | Authority for financial assistance for the subscription of securities | For | Pass | |
| Special | 3 | Loan/financial assistance | Authority for loans or other financial assistance to related or inter-related companies or corporations | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Accept Financial Statements and Statutory Reports | Receival and Adoption of Annual report and financial statements | For | Pass | |
| Ordinary | 2 | Remuneration policy | Approval of Annual Report on Remuneration | For | Pass | |
| Ordinary | 3 | Election of directors | G.R Tipper | For | Pass | |
| Ordinary | 4 | Election of directors | S.E Ford | For | Pass | |
| Ordinary | 5 | Election of directors | E.A Peace | For | Pass | |
| Ordinary | 6 | Election of directors | M. Parrott | For | Pass | |
| Ordinary | 7 | Election of directors | S.J Oakenfull | For | Pass | |
| Ordinary | 8 | Election of directors | D.A Grant | For | Pass | |
| Ordinary | 9 | Appointment of auditors | Re-appointment of KPMG LLP as Independent Auditor | For | Pass | |
| Ordinary | 10 | Auditor remuneration | Authorisation of independent auditor remuneration | For | Pass | |
| Ordinary | 11 | Issuance of shares | Authorise the Directors to allot Ordinary shares up to the limit contained in the Notice of the AGM | Against | Shares trading at deep discount to NAV, should not be issuing shares in these circumstances. Cash on balance sheet sufficient to meet current development/acquisition needs | Pass |
| Special | 12 | Other | Autthorise the Directors to dis-apply pre-emption rights up the limits set out in the notice of the AGM | Against | No reason for disallowing current shareholders pre-emption rights. In addition, shares are trading at a deep discount to NAV and thus we do not see value in issuing shares at these levels. | Pass |
| Special | 13 | Shares under director control | Authorise Directors to dis-apply pre-emption rights in connection with a Specified Investment up to the limits set out in the notice of the AGM | Against | No reason for disallowing current shareholders pre-emption rights. In the case where a special investment situation does arise which requires share capital issues this should be brought forward to all shareholders. | Pass |
| Special | 14 | Shares under director control | Authorise the Directors to make market purchases of Ordinary Shares up to the limits set out in the notice of the AGM | For | Pass | |
| Special | 15 | Other | To amend the articles of association of the company | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Appointment of external auditors | For | Pass | |
| Ordinary | 2.1 | Election of directors | M Jacobs | For | Pass | |
| Ordinary | 2.2 | Election of directors | V Litlhakanyane | For | Pass | |
| Ordinary | 2.3 | Election of directors | A Mothupi | For | Pass | |
| Ordinary | 2.4 | Election of directors | M Sello | For | Pass | |
| Ordinary | 2.5 | Election of directors | R Vice | For | Pass | |
| Ordinary | 2.6 | Election of directors | P Wharton-Hood | For | Pass | |
| Ordinary | 3.1 | Other | P Golesworthy (Chairman of Audit Committee) | Against | Been on the board for more than 10 years, not independent | Pass |
| Ordinary | 3.2 | Other | A Mothupi | For | Pass | |
| Ordinary | 3.3 | Other | G Solomon | Against | Been on the board for more than 10 years, not independent | Pass |
| Ordinary | 3.4 | Other | R Vice | For | Pass | |
| Ordinary | 4.1 | Remuneration policy | Endorsement of Group's remuneration policy | Against | The scale of shares matched by the company for executives are overly generous, (3x what they buy personally). Conditions attached too modest duplication on LTI | Pass |
| Ordinary | 4.2 | Remuneration policy | Endorsement of Group's remuneration policy implementation report | Against | The scale of shares matched by the company for executives are overly generous, (3x what they buy personally). Conditions attached too modest duplication on LTI | Pass |
| Ordinary | 5 | Other | Authority to sign documents to give effect to resolutions | For | Pass | |
| Special | 1 | Directors remuneration | Approval of non-executive directors remuneration | For | Pass | |
| Special | 2 | Loan/financial assistance | General authority to provide financial assistance | For | Pass | |
| Special | 3 | Share buy backs | General authority to repurchase Company shares | For | Pass |
| Resolution | Item Number | Proposal category/Resolution | Details of the Resolution | Vote | Rationale behind vote (against & abstain) | Outcome |
|---|---|---|---|---|---|---|
| Ordinary | 1 | Appointment of auditors | Appointment of external auditors | For | Pass | |
| Ordinary | 2.1 | Election of directors | M Jacobs | For | Pass | |
| Ordinary | 2.2 | Election of directors | V Litlhakanyane | For | Pass | |
| Ordinary | 2.3 | Election of directors | A Mothupi | For | Pass | |
| Ordinary | 2.4 | Election of directors | M Sello | For | Pass | |
| Ordinary | 2.5 | Election of directors | R Vice | For | Pass | |
| Ordinary | 2.6 | Election of directors | P Wharton-Hood | For | Pass | |
| Ordinary | 3.1 | Other | P Golesworthy (Chairman of Audit Committee) | Against | Been on the board for more than 10 years, not independent | Pass |
| Ordinary | 3.2 | Other | A Mothupi | For | Pass | |
| Ordinary | 3.3 | Other | G Solomon | Against | Been on the board for more than 10 years, not independent | Pass |
| Ordinary | 3.4 | Other | R Vice | For | Pass | |
| Ordinary | 4.1 | Remuneration policy | Endorsement of Group's remuneration policy | Against | The scale of shares matched by the company for executives are overly generous, (3x what they buy personally). Conditions attached too modest duplication on LTI | Pass |
| Ordinary | 4.2 | Remuneration policy | Endorsement of Group's remuneration policy implementation report | Against | The scale of shares matched by the company for executives are overly generous, (3x what they buy personally). Conditions attached too modest duplication on LTI | Pass |
| Ordinary | 5 | Other | Authority to sign documents to give effect to resolutions | For | Pass | |
| Special | 1 | Directors remuneration | Approval of non-executive directors remuneration | For | Pass | |
| Special | 2 | Loan/financial assistance | General authority to provide financial assistance | For | Pass | |
| Special | 3 | Share buy backs | General authority to repurchase Company shares | For | Pass |
Disclaimer
Hedge Funds are collective investment schemes to which the prescribed provisions of the Collective Investment Schemes Control Act (Act 45 of 2002) apply.
Investors should take cognisance of the fact that there are risks involved in buying or selling any financial product.
Past performance of a financial product is not necessarily indicative of future performance.
The value of financial products can increase as well as decrease over time, depending on the value of the underlying securities and market conditions.
Illustrations, forecasts or hypothetical data are not guaranteed and are provided for illustrative purposes only.
This document does not constitute a solicitation, invitation or investment recommendation.
Prior to selecting a financial product or fund it is recommended that investors seek specialised financial, legal and tax advice.
[*] is an authorised financial services provider in terms of the Financial Advisory and Intermediary Services Act (Act No. 37 of 2002).
The laws of the Republic of South Africa shall govern any claim relating to or arising from the contents of this document.
*[Please note that if the investment value of a financial product mentioned in the advertisement is not guaranteed, there must be a warning that no guarantees are provided]
We are client-focussed and service-focussed – we believe we are in partnership with our clients. What this means in practice is that you interact with individuals – to whom you can attach a face and a name – as opposed to talking to a different call centre agent every time. In fact, personal, long-term relationships is the foundation of our service and commitment to you.
As a boutique manager, we have access to a bigger investment universe than many of our peers. Being smaller also facilitates great flexibility to act on favourable investment opportunities as they arise, to the benefit of your investment outcomes.
Since the owners of Truffle are involved in the daily management of the business, you can have peace of mind that there is no outside interference by external shareholders in our investment approach and decisions. We can remain focussed on what we believe will deliver the best investment outcomes. This is another way in which we can give you the confidence that our interests are aligned with yours. Strategic decisions are made by the people involved in the daily management of the business, timeously and efficiently.
As shareholders and co-investors in the business, our interests are aligned with those of our clients. This means we are personally committed to the long-term success and sustainability of our business and your investments. No personal account trading is allowed, and all staff invest alongside our clients.
Our team’s track record is evidence of their valuable experience. We find investments that consistently deliver optimal returns for our clients at a competitive fee. We received independent recognition for this when Truffle was award the Best Fund Manager: Smaller Fund Range at the 2022 Morningstar Investment awards. Truffle has also been awarded a total of 6 Raging Bull awards over the years.
Our highly experienced team of investment professionals have core capabilities in the full spectrum of investment products that we offer. In addition, most of our team members have gained experience through numerous economic and business cycles. This experience enables us to assess the reasonability of our assumptions when we make investment decisions, leading to better investment outcomes and sound risk management.
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