| Fri 15 Jul 2011, 13:04 | | ATN/ATNP - Allied Electronics Corporation Limited - Results of the Annual |
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ATN ATNP
ATN
ATN/ATNP - Allied Electronics Corporation Limited - Results of the Annual
General Meeting of Altron held on 15 July 2011
Allied Electronics Corporation Limited
(Registration number 1947/024583/06)
(Incorporated in the Republic of South Africa)
Share Code: ATN ISIN: ZAE000029658
Share Code: ATNP ISIN: ZAE000029666
("Altron" or "the company")
RESULTS OF THE ANNUAL GENERAL MEETING OF ALTRON HELD ON 15 JULY 2011
Altron shareholders are advised that the results of the business conducted at
the annual general meeting held on Friday, 15 July 2011 at 09h30 in The Altron
Boardroom, 5 Winchester Road, Parktown, Johannesburg and video conferenced in
Cape Town at 4th floor, The Park, Park Road, Pinelands, Cape Town are as
follows.
1 Annual General Meeting
1.1 The annual financial statements of the company, incorporating the external
auditor, audit committee and directors` reports for the year ended 28
February 2011 were presented.
1.2 Ordinary Resolution Number 1: Re-Election of Directors
Dr WP Venter, Mr MC Berzack, Dr PM Maduna, Ms BJM Masekela, Mr PL Wilmot
and Mr CG Venter retired in accordance with article 16(1) of the company`s
memorandum of incorporation and were re-elected individually by way of a
separate vote for a further term of office.
Directors For % Against % Abstain %
Dr WP Venter 98 859 084 99.53% 441 545 0.44% 25 000 0.03%
Mr MC 93 303 516 93.94% 5 997 113 6.04% 25 000 0.03%
Berzack
Dr PM Maduna 99 300 629 99.97% 0 0% 25 000 0.03%
Ms BJM 96 011 284 96.66% 3 289 345 3.31% 25 000 0.03%
Masekela
Mr PL Wilmot 98 750 419 99.42% 550 210 0.55% 25 000 0.03%
Mr CG Venter 91 132 774 91.75% 8 167 855 8.22% 25 000 0.03%
1.3 Ordinary Resolution Number 2: Re-appointment of External Auditor
KPMG Inc., upon the recommendation of the Altron audit committee was re-
appointed as the independent registered auditor of the company until the
conclusion of the next annual general meeting.
For % Agains % Abstain %
t
99 300 629 99.97% 0 0% 25 000 0.03%
1.4 Ordinary Resolution Number 3: Election of Audit Committee Members
Messrs PL Wilmot, NJ Adami, MJ Leeming and JRD Modise, all being
independent non-executive directors of the company, were each elected by
way of a separate vote as members of the Altron audit committee, with
effect from the end of this annual general meeting.
Directors For % Against % Abstain %
Mr PL Wilmot 98 859 084 99.53% 441 545 0.44% 25 000 0.03%
Mr NJ Adami 99 300 629 99.97% 0 0% 25 000 0.03%
Mr MJ 99 287 598 99.96% 13 031 0.01% 25 000 0.03%
Leeming
Mr JRD 96 024 315 96.68% 3 276 314 3.30% 25 000 0.03%
Modise
1.5 Ordinary Resolution Number 4: Endorsement of Altron Remuneration Policy
The company`s remuneration policy (excluding the remuneration of the non-
executive directors and the members of board committees, for their services
as directors and members of committees) as set out in Altron`s integrated
annual report was endorsed by shareholders by way of a non-binding advisory
vote.
For % Against % Abstain %
96 875 478 97.53% 2 425 151 2.44% 25 000 0.03%
1.6 Ordinary Resolution Number 5: General Authority to Directors to Allot and
Issue Authorised but Unissued Ordinary and Participating Preference Shares
The general authority granted to the directors of the company to allot and
issue the unissued ordinary and/or participating preference shares of the
company, as required by and subject to Altron`s memorandum of incorporation
and the requirements of the Companies Act of 2008 and the JSE Listings
Requirements, was approved.
For % Against % Abstain %
95 183 129 95.83% 4 117 500 4.15% 25 000 0.03%
1.7 Ordinary Resolution Number 6: General Authority to Issue Shares for Cash
The general authority granted to the directors of the company for the
allotment and issue of ordinary and/or participating preference shares in
the capital of the company for cash as and when suitable situations arise
and as per the JSE Listings Requirements, was approved.
For % Against % Abstain %
95 183 129 95.83% 4 117 500 4.15% 25 000 0.03%
1.8 Special Resolution Number 1*: General Authority to Acquire (Repurchase)
Shares
The general authority granted to the company and any of its subsidiaries to
acquire ordinary and/or participating preference shares in the share
capital of the company from any person in accordance with the requirements
of Altron`s memorandum of incorporation, the Companies Act of 2008 and the
JSE Listings Requirements, was approved.
For % Against % Abstain %
93 878 170 93.53% 6 464 685 6.44% 25 030 0.02%
1.9 Special Resolution Number 2: Remuneration of Non-Executive Directors
The remuneration payable to the non-executive directors of the company in
accordance with article 15.6 of the company`s memorandum of incorporation
for the 12 month period commencing on 1 September 2011, was approved.
For % Against % Abstain %
92 221 816 92.85% 6 003 808 6.04% 1 100 005 1.11%
1.10 Special Resolution Number 3*: Financial Assistance to Directors, Prescribed
Officers, Employee Share Scheme Beneficiaries and Related or Inter-Related
Companies and Corporations
The ability of the company to provide direct or indirect financial
assistance to directors, prescribed officers, employee share scheme
beneficiaries and related or inter-related companies and corporations, to
the extent required by and subject to sections 44 and 45 of the Companies
Act of 2008, the JSE Listings Requirements and Altron`s memorandum of
incorporation, was approved.
For % Against % Abstain %
100 304 060 99.94% 38 794 0.04% 25 030 0.02%
1.11 Special Resolution Number 4*: Adoption of Amended Memorandum of
Incorporation
The resolution amending Altron`s memorandum of incorporation to allow for
odd lot offers, the rotation of directors who have reached the age of 70
years or older and the suppression of dividend cheques to shareholders who
hold shares in certificated form or who have not yet complied with the
applicable requirements to effect payment electronically, was approved.
For % Agains % Abstain %
t
100 342 855 99.98% 0 0% 25 030 0.02%
* special resolutions numbers 1, 3 and 4 include the votes of both ordinary
and participating preference shares calculated as per Altron`s memorandum
of incorporation
2 Accordingly all the resolutions as set out in the notice of annual general
meeting were passed by the requisite majority of votes.
3 The special resolutions will, to the extent necessary, be filed and/or
registered with the Companies and Intellectual Property Commission.
Johannesburg
15 July 2011
Sponsor: Investec Bank Limited
Date: 15/07/2011 13:04:01 Produced by the JSE SENS Department.
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