| Fri 10 Nov 2023, 13:58 | | TRUWORTHS INTERNATIONAL LIMITED - Results of annual general meeting |
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Results of annual general meeting
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE and A2X code: TRU
NSX code: TRW
ISIN: ZAE000028296
LEI: 37890099AFD770037522
("Truworths", the "company" or the "group")
RESULTS OF ANNUAL GENERAL MEETING
Truworths advises that at the annual general meeting ("AGM") of the company's shareholders
("shareholders") held through electronic participation on Thursday, 9 November 2023, all the ordinary
resolutions and special resolutions, as set out in the notice of the AGM dated Friday,
22 September 2023, were approved by the requisite majority of shareholders. The required special
resolutions are not required to be lodged with the Companies and Intellectual Property Commission.
Truworths' total shares in issue were 408 498 899 ("shares in issue") and shares in issue eligible to
vote at the AGM were 371 202 990 ("voteable shares"). The number of voteable shares is calculated
as the total number of Truworths shares in issue, less repurchased shares and share scheme shares
held by the group, on the meeting record date. The number of Truworths' shares that were represented
and participated electronically at the AGM was 299 072 005, representing 80.57% of the voteable
shares.
Details of the voting on the resolutions are as follows:
Item number 1: To receive and adopt the group and the company's Audited Annual Financial
Statements, which include the Directors' Report and the Audit Committee Report, for the period ended
2 July 2023
Shares Voted Shares Abstained Shares For Shares Against
297 075 201 1 996 804 296 922 942 152 259
80.03%# 0.54%#
99.95% 0.05%
72.72%^ 0.49%^
Item number 2: Re-election and election of directors
To re-elect by way of separate resolutions the following retiring directors:
• Mr H Saven
Shares Voted Shares Abstained Shares For Shares Against
298 919 441 152 564 220 603 795 78 315 646
80.53%# 0.04%#
73.80% 26.20%
73.18%^ 0.04%^
• Mr MS Mark
Shares Voted Shares Abstained Shares For Shares Against
298 922 071 149 934 297 120 457 1 801 614
80.53%# 0.04%#
99.40% 0.60%
73.18%^ 0.04%^
• Ms D Earp
Shares Voted Shares Abstained Shares For Shares Against
298 922 071 149 934 296 759 883 2 162 188
80.53%# 0.04%#
99.28% 0.72%
73.18%^ 0.04%^
To elect the following persons who were appointed as independent non-executive directors of the
company with effect from 1 August 2023:
• Ms DR Motsepe
Shares Voted Shares Abstained Shares For Shares Against
298 922 071 149 934 296 087 010 2 835 061
80.53%# 0.04%#
99.05% 0.95%
73.18%^ 0.04%^
• Mr WG Muller
Shares Voted Shares Abstained Shares For Shares Against
298 402 388 669 617 297 034 004 1 368 384
80.39%# 0.18%#
99.54% 0.46%
73.05%^ 0.16%^
Item number 3: To renew the directors' limited and conditional general authority over the authorised
but unissued ordinary shares of the company and treasury shares, including the authority to issue or
dispose of such shares for cash
Shares Voted Shares Abstained Shares For Shares Against
298 735 163 336 842 276 213 842 22 521 321
80.48%# 0.09%#
92.46% 7.54%
73.13%^ 0.08%^
Item number 4*: To give a limited and conditional general authority and mandate for the company or
its subsidiaries to acquire the company's shares
Shares Voted Shares Abstained Shares For Shares Against
298 907 022 164 983 298 259 262 647 760
80.52%# 0.04%#
99.78% 0.22%
73.17%^ 0.04%^
Item number 5: To appoint Deloitte and Touche as external auditor in respect of the Annual Financial
Statements to be prepared for the period to 30 June 2024 and to authorise the Audit Committee to
agree the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
298 911 500 160 505 296 519 382 2 392 118
80.53%# 0.04%#
99.20% 0.80%
73.17%^ 0.04%^
Item number 6*: To approve by way of separate resolutions the proposed fees of the non-executive
directors for the 12 month period from 1 January 2024 to 31 December 2024:
• Non-executive chairman
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 769 044 1 141 956
80.52%# 0.04%#
99.62% 0.38%
73.17%^ 0.04%^
• Lead independent director
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 574 608 1 336 392
80.52%# 0.04%#
99.55% 0.45%
73.17%^ 0.04%^
• Non-executive directors
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 667 635 1 243 365
80.52%# 0.04%#
99.58% 0.42%
73.17%^ 0.04%^
• Audit Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 822 046 1 088 954
80.52%# 0.04%#
99.64% 0.36%
73.17%^ 0.04%^
• Audit Committee member
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 445 151 1 465 849
80.52%# 0.04%
99.51% 0.49%
73.17%^ 0.04%^
• Remuneration Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 822 046 1 088 954
80.52%# 0.04%#
99.64% 0.36%
73.17%^ 0.04%^
• Remuneration Committee member
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 822 046 1 088 954
80.52%# 0.04%#
99.64% 0.36%
73.17%^ 0.04%^
• Risk Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 822 046 1 088 954
80.52%# 0.04%#
99.64% 0.36%
73.17%^ 0.04%^
• Nomination Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 445 151 1 465 849
80.52%# 0.04%#
99.51% 0.49%
73.17%^ 0.04%^
• Nomination Committee member
Shares Voted Shares Abstained Shares For Shares Against
298 911 000 161 005 297 822 046 1 088 954
80.52%# 0.04%#
99.64% 0.36%
73.17%^ 0.04%^
• Social and Ethics Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
298 912 300 159 705 297 445 151 1 467 149
80.53%# 0.04%#
99.51% 0.49%
73.17%^ 0.04%^
• Social and Ethics Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
298 912 300 159 705 297 345 678 1 566 622
80.53%# 0.04%#
99.48% 0.52%
73.17%^ 0.04%^
Item number 7: To confirm by way of separate resolutions the appointment of the following qualifying
independent non-executive directors to the company's Audit Committee for the period until the next
AGM (subject where necessary to their re-appointment as directors of the company):
• Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
298 922 071 149 934 191 531 829 107 390 242
80.53%# 0.04%#
64.07% 35.93%
73.18%^ 0.04%^
• Ms D Earp
Shares Voted Shares Abstained Shares For Shares Against
298 922 071 149 934 297 380 285 1 541 786
80.53%# 0.04%#
99.48% 0.52%
73.18%^ 0.04%^
• Ms AMSS Mokgabudi
Shares Voted Shares Abstained Shares For Shares Against
298 922 071 149 934 295 736 296 3 185 775
80.53%# 0.04%#
98.93% 1.07%
73.18%^ 0.04%^
Item number 8**: To approve by way of separate non-binding advisory votes the group's remuneration
policy and implementation report as set out in the company's Remuneration Committee Report 2023:
• Remuneration policy
Shares Voted Shares Abstained Shares For Shares Against
298 901 232 170 773 211 362 196 87 539 036
80.52%# 0.05%#
70.71% 29.29%
73.17%^ 0.04%^
• Implementation report
Shares Voted Shares Abstained Shares For Shares Against
298 911 232 160 773 200 086 987 98 824 245
80.53%# 0.04%#
66.94% 33.06%
73.17%^ 0.04%^
Item number 9: To consider the report of the Social and Ethics Committee for the period ended
2 July 2023
Shares Voted Shares Abstained Shares For Shares Against
297 076 501 1 995 504 297 075 201 1 300
80.03%# 0.54%#
100.00% 0.00%
72.72%^ 0.49%^
Item number 10: To confirm the appointment of the following qualifying directors to the company's
Social and Ethics Committee for the period until the next AGM (subject where necessary to their re-
appointment as directors of the company):
• Mr TF Mosololi
Shares Voted Shares Abstained Shares For Shares Against
298 923 371 148 634 296 403 285 2 520 086
80.53%# 0.04%#
99.16% 0.84%
73.18%^ 0.04%^
• Mr H Saven
Shares Voted Shares Abstained Shares For Shares Against
298 923 371 148 634 238 993 633 59 929 738
80.53%# 0.04%#
79.95% 20.05%
73.18%^ 0.04%^
• Mr EFPM Cristaudo
Shares Voted Shares Abstained Shares For Shares Against
298 923 371 148 634 297 045 476 1 877 895
80.53%# 0.04%#
99.37% 0.63%
73.18%^ 0.04%^
Item number 11*: To approve the provision of financial assistance by the company, as authorised by
the board, to group entities in accordance with section 45 of the Companies Act (No. 71 of 2008, as
amended)
Shares Voted Shares Abstained Shares For Shares Against
298 921 500 150 505 298 105 950 815 550
80.53%# 0.04%#
99.73% 0.27%
73.18%^ 0.04%^
Notes
* denotes a special resolution
- The percentages of shares voted are calculated in relation to the voteable shares [#] and the
total number of shares in issue [^], respectively.
- The percentage of shares voted for and against are calculated in relation to the number of
shares voted in respect of the relevant resolution (excluding shares abstained).
- The percentages of shares abstained are calculated in relation to the voteable shares [#] and
the total number of shares in issue [^], respectively.
** As the votes recorded against resolutions 8.1 and 8.2 exceeded 25%, the company will shortly publish
a SENS announcement detailing the date and time when, and the manner in which, the company will
engage with those shareholders who voted against these resolutions, and the outcome of such
engagement will be published in due course.
Cape Town
10 November 2023
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
Date: 10-11-2023 01:58:00
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