RAUBEX GROUP LIMITED
(Incorporated in the Republic of South Africa) (Registration number 2006/023666/06)
JSE Share code: RBX
ISIN: ZAE000093183
("Raubex" or "the company" or "the group")
REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS AND RESIGNATION OF CHAIRMAN
Raubex shareholders are advised that at the annual general meeting of members held on Friday, 5 August 2022, all the ordinary and special resolutions as proposed in the notice of the annual general meeting, excluding ordinary resolution number 7, were approved by the requisite majority of members.
Ordinary resolution number 3.1 was withdrawn prior to the commencement of the meeting.
In this regard, Raubex confirms the voting statistics from the annual general meeting as follows:
% | Number | |
Total number of shares that could be voted at meeting | 100% | 180 050 853 |
Total number of shares present/represented including proxies at the meeting | 91% | 162 951 711 |
as % of voteable shares | ||
Total number of shares present/represented including proxies at the meeting | 90% | 162 951 711 |
as % of issued shares | ||
Total number of members present in person | 8 |
Votes for and against are in relation to the total number of shares voted at the meeting. Abstentions are in relation to the voteable shares.
Votes in | Votes | Abstentions in | Shares voted | |
Favour in | Against in | relation to | ||
relation to | relations to | voteable | ||
total number | total number | shares | ||
of shares | of shares | |||
voted | voted | |||
Ordinary Resolution Number 1 | 162 722 863 | 100 | 228 748 | 162 722 963 |
Adoption of the group and holding | ||||
company audited annual financial | (100%) | (0%) | (0.13%) | (90.38%) |
statements for the year ended 28 | ||||
February 2022 | ||||
Ordinary Resolution Number 2 | 117 935 206 | 44 993 811 | 22 694 | 162 929 017 |
Re-appointment of PwC as the | ||||
independent registered auditor of the | (72.38%) | (27.62%) | (0.01%) | (90.49%) |
company for the ensuing financial | ||||
year, with the individual registered | ||||
auditor who will undertake the audit | ||||
during the financial year ending 28 | ||||
February 2023, being L Rossouw | ||||
Ordinary Resolution Number 3.1 | _ | _ | _ | _ |
Re-election of F Kenney as director | ||||
(Resolution withdrawn) | ||||
Ordinary Resolution Number 3.2 | 99 662 095 | 63 266 922 | 22 694 | 162 929 017 |
Re-election of LA Maxwell as director | ||||
(61.17%) | (38.83%) | (0.01%) | (90.49%) | |
Ordinary Resolution Number 3.3 | 158 774 012 | 4 155 005 | 22 694 | 162 929 017 | ||||
Re-election of BH Kent as director | ||||||||
(97.45%) | (2.55%) | (0.01%) | (90.49%) | |||||
Ordinary Resolution Number 3.4 | 162 928 417 | 600 | 22 694 | 162 929 017 | ||||
Re-election of SR Bogatsu as director | ||||||||
(100%) | (0%) | (0.01%) | (90.49%) | |||||
Ordinary Resolution Number 4.1 | 99 297 051 | 63 631 966 | 22 694 | 162 929 017 | ||||
Re-election of LA Maxwell, | ||||||||
independent non-executive director, as | (60.94%) | (39.06%) | (0.01%) | (90.49%) | ||||
member of the audit committee for the | ||||||||
2023 financial year | ||||||||
Ordinary Resolution Number 4.2 | 153 964 498 | 8 964 519 | 22 694 | 162 929 017 | ||||
Re-election of BH Kent, independent | ||||||||
non-executive director, as member of | (94.5%) | (5.5%) | (0.01%) | (90.49%) | ||||
the audit committee for the 2023 | ||||||||
financial year | ||||||||
Ordinary Resolution Number 4.3 | 162 928 417 | 600 | 22 694 | 162 929 017 | ||||
Re-election of SR Bogatsu, | ||||||||
independent non-executive director, as | (100%) | (0%) | (0.01%) | (90.49%) | ||||
member of the audit committee for the | ||||||||
2023 financial year | ||||||||
Ordinary Resolution Number 5 | 106 649 542 | 56 254 475 | 47 694 | 162 904 017 | ||||
Confirmation of the appointment of | ||||||||
Dirk Cornelius | Lourens as | director | of | (65.47%) | (34.53%) | (0.03%) | (90.48%) | |
the company effective 1 August 2022 | ||||||||
Ordinary Resolution Number 6 | 157 419 380 | 5 510 937 | 21 394 | 162 930 317 | ||||
Endorsement of the company's | ||||||||
remuneration policy | (96.62%) | (3.38%) | (0.01%) | (90.49%) | ||||
Ordinary Resolution Number 7 | 100 009 469 | 62 919 548 | 22 694 | 162 929 017 | ||||
Endorsement of the company's | ||||||||
remuneration implementation report | (61.38%) | (38.62%) | (0.01%) | (90.49%) | ||||
Ordinary Resolution Number 8 | 162 928 517 | 500 | 22 694 | 162 929 017 | ||||
General authorisation to any director | ||||||||
or the company | secretary of | the | (100%) | (0%) | (0.01%) | (90.49%) | ||
company to do all such things and sign | ||||||||
all such documents as may be | ||||||||
necessary for, or incidental to the | ||||||||
implementation | of | the | resolutions | |||||
passed at the meeting | ||||||||
Special Resolution Number 1 | 158 612 847 | 4 317 470 | 21 394 | 162 930 317 | ||||
Approval of the remuneration of the | ||||||||
non-executive | directors | of | the | (97.35%) | (2.65%) | (0.01%) | (90.49%) | |
company for the 2023 financial year | ||||||||
Special Resolution Number 2 | 158 495 829 | 4 433 188 | 22 694 | 162 929 017 |
Approval of the general authority of | ||||
the company or any of its subsidiaries | (97.28%) | (2.72%) | (0.01%) | (90.49%) |
from time to time, to repurchase the | ||||
company's own securities | ||||
Special Resolution Number 3 | 162 352 157 | 576 860 | 22 694 | 162 929 017 |
Sections 44 and 45 financial assistance | ||||
to any company or corporation which | (99.65%) | (0.35%) | (0.01%) | (90.49%) |
is related or inter-related to the | ||||
company | ||||
Special Resolution Number 4 | 161 919 050 | 229 500 | 803 161 | 162 148 550 |
Adoption of new MOI | ||||
(99.86%) | (0.14%) | (0.45%) | (90.06%) | |
The non-binding advisory vote on the company's remuneration implementation report was voted against by more than 25% of the voting rights exercised by shareholders. Consequently, the company will initiate a process to engage with the dissenting shareholders, as recommended in terms of King IV. Any shareholders who would like to participate in this engagement process are requested to advise the company secretary by e-mail at legal@raubex.com by Friday, 19 August 2022. Details on the consequent engagement process will be communicated to those shareholders who have indicated their interest in participating to the company secretary.
RESIGNATION OF CHAIRMAN
In compliance with paragraph 3.59 of the JSE Listings Requirements, shareholders are advised that Mr Freddie Kenney, Chairman of the board of Raubex, has decided not to put himself forward for re-election as director and Chairman of the board, and has tendered his resignation effective 5 August 2022.
Over the past 18 months Freddie has suffered two major personal tragedies, and in light of this, has requested the board to relieve him from his duties as Chairman and director to afford him personal time to grieve.
Freddie's affiliation with Raubex spans nearly 20 years having joined Raubex as non-executive director and shareholder in 2004. In 2017, Freddie succeeded Koos Raubenheimer as Chairman of the board of Raubex, a position which he has held to date.
"It has been a privilege to have served Raubex as a non-executive director, and for the past five years, Chairman. I have watched Raubex grow immensely during my tenure and I am proud of the role Raubex has played in building the South African economy. I would like to thank my fellow board members and executive management for their support over the years," Freddie said.
The board wishes to thank Freddie for his invaluable contribution, dedicated leadership and commitment to Raubex over the past 18 years, and he remains a valued shareholder of the group.
The board will make an announcement regarding the position of Chairman to be filled in due course.
Centurion
5 August 2022
Sponsor
Investec Bank Limited
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Raubex Group Ltd. published this content on 05 August 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 August 2022 10:35:08 UTC.