| Fri 27 Oct 2023, 17:00 | | FINBOND GROUP LIMITED - Results of Annual General Meeting |
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Results of Annual General Meeting
Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL ISIN: ZAE000138095
('Finbond' or 'the Company')
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the annual general meeting of
shareholders of the company held on Friday, 27 October 2023, all the
proposed ordinary and special resolutions, as set out in the notice of
annual general meeting contained in the integrated report for the year
ended 28 February 2023, were passed by the requisite majority of
shareholders present and voting, in person or by proxy, except for special
resolutions 3 and 4.
Details of the results of voting at the annual general meeting are as
follows:
- Total number of issued ordinary shares: 883,243,450
- Total number of issued ordinary shares net of treasury shares ("Total
Votable Ordinary Shares"): 794,124,742
- Total number of issued ordinary shares which were present/represented at
the annual general meeting: 515,353,964 being 64.90% of the Total Votable
Ordinary Shares
Ordinary Resolutions
Resolution to approve the audited annual financial statements
For (1) Against (1) Abstentions (2) Shares voted (3)
515 052 835, 0, being 0% 301 129, being 515 052 835,
being 100% 0.04% being 64.86%
Ordinary Resolution number 1: Control over unissued share capital
For (1) Against (1) Abstentions (2) Shares voted (3)
294 490 477, 220 562 358, 301 129, being 515 052 835,
being 57.18% being 42.82% 0.04% being 64.86%
Ordinary Resolution number 2: General authority to issue shares for cash
For (1) Against (1) Abstentions (2) Shares voted (3)
515 011 489, 39 000, being 303 275, being 515 050 489,
being 99.99% 0.01% 0.04% being 64.86%
Ordinary Resolution number 3: Re-election of Adv N Melville to the Board
of Directors
For (1) Against (1) Abstentions (2) Shares voted (3)
515 013 835, 46 579, being 293 550, being 515 060 414,
being 99.99% 0.01% 0.04% being 64.86%
Ordinary Resolution number 4: Re-election of Dr M Motlatla to the Board
of Directors
For (1) Against (1) Abstentions (2) Shares voted (3)
294 490 477, 220 569 937, 293 550, being 515 060 414,
being 57.18% being 42.82% 0.04% being 64.86%
Ordinary Resolution number 5: Re-election of Ms H Wilken-Jonker to the
Board of Directors
For (1) Against (1) Abstentions (2) Shares voted (3)
515 013 835, 46 579, being 293 550, being 515 060 414,
being 99.99% 0.01% 0.04% being 64.86%%
Ordinary Resolution number 6: Re-election of Mr DC Pentz to the Board of
Directors
For (1) Against (1) Abstentions (2) Shares voted (3)
515 013 835, 46 579, being 293 550, being 515 060 414,
being 99.99% 0.01% 0.04% being 64.86%%
Ordinary Resolution number 7: Re-election of Mr S Riskowitz to the Board
of Directors
For (1) Against (1) Abstentions (2) Shares voted (3)
294 490 477, 220 569 937, 293 550, being 515 060 414,
being 57.18% being 42.82% 0.04% being 64.86%%
Ordinary Resolution number 8: Re-election of Mr P Naudé to the Board of
Directors
For (1) Against (1) Abstentions (2) Shares voted (3)
515 013 835, 46 579, being 293 550, being 515 060 414,
being 99.99% 0.01% 0.04% being 64.86%
Ordinary Resolution number 9: Re-election of Mr T Moodley to the Board of
Directors
This resolution was withdrawn due to Mr Moodley resigning from
the Board of Directors on 20 July 2023.
Ordinary Resolution number 10: Re-election of Mr DC Pentz to the Audit
Committee
For (1) Against (1) Abstentions (2) Shares voted (3)
294 490 477, 220 569 937, 293 550, being 515 060 414,
being 57.18% being 42.82% 0.04% being 64.86%
Ordinary Resolution number 11: Re-election of Adv N Melville to the Audit
Committee
For (1) Against (1) Abstentions (2) Shares voted (3)
515 013 835, 46 579, being 293 550, being 515 060 414,
being 99.99% 0.01% 0.04% being 64.86%
Ordinary Resolution number 12: Re-election of Mr P Naudé to the Audit
Committee
For (1) Against (1) Abstentions (2) Shares voted (3)
515 013 835, 46 579, being 293 550, being 515 060 414,
being 99.99% 0.01% 0.04% being 64.86%
Ordinary Resolution number 13: Appointment of External Auditors
For (1) Against (1) Abstentions (2) Shares voted (3)
515 052 835, 0, being 0% 301 129, being 515 052 835,
being 100% 0.01% being 64.86%
Special Resolutions
Special Resolution number 1: Non-executive remuneration
For (1) Against (1) Abstentions (2) Shares voted (3)
515 013 835, 46 579, being 293 550, being 515 060 414,
being 99.99% 0.01% 0.04% being 64.86%
Special Resolution number 2: Remuneration policy
For (1) Against (1) Abstentions (2) Shares voted (3)
515 021 414, 39 000, being 293 550, being 515 060 414,
being 99.99% 0.01% 0.04% being 64.86%
Special Resolution number 3: Remuneration implementation report
For (1) Against (1) Abstentions (2) Shares voted (3)
294 490 477, 220 569 937, 293 550, being 515 060 414,
being 57.18% being 42.82% 0.04% being 64.86%
Special Resolution number 4: Ratification of the inter-group
loans
For (1) Against (1) Abstentions (2) Shares voted (3)
294 488 131, 220 562 358, 303 475, being 515 050 489,
being 57.18% being 42.82% 0.01% being 64.86%
Special Resolution number 5: General authority to repurchase
shares
For (1) Against (1) Abstentions (2) Shares voted (3)
515 052 835, 0, being 0% 301 129, being 515 052 835,
being 100% 0.01% being 64.86%
Notes:
(1) The votes carried for and against each individual resolution are
disclosed as a percentage in relation to the total number of ordinary
shares voted (whether in person or by proxy) in respect of such individual
resolution at the annual general meeting.
(2) The total number of ordinary shares abstained in respect of each
individual resolution (whether in person or by proxy) is disclosed as a
percentage in relation to the Total Votable Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person or by
proxy) at the annual general meeting in respect of each individual
resolution is disclosed as a percentage in relation to the Total Votable
Ordinary Shares.
As a result of Special Resolution 3 (being a non-binding advisory vote)
not being passed by the requisite majority of 75%, the Company will engage
directly with the dissenting shareholders to ascertain the reasons for
the dissenting votes by 30 November 2023. The Company will further engage
with relevant external professionals on a contract basis in order to
address the reasons for the dissenting votes.
Management will take the necessary steps to address legitimate and
reasonable objections and concerns.
The relevant special resolutions will be lodged with the Companies and
Intellectual Property Commission in due course.
Pretoria
27 October 2023
Sponsor: Grindrod Bank Limited
Date: 27-10-2023 05:00:00
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