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Report on proceedings at the annual general meeting and change to the board of directors
REMGRO LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1968/006415/06)
ISIN: ZAE000026480
JSE and A2X Share code: REM
("Remgro" or "the Company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGE TO THE BOARD OF DIRECTORS
At the 2023 annual general meeting ("AGM") of the shareholders of Remgro held on Monday, 4 December 2023
all the ordinary and special resolutions proposed were approved by the requisite majority of votes.
Ordinary Resolution Number 8, with regards to the appointment of director Thabi Leoka, was withdrawn at
the AGM and therefore not voted on, as the director has advised the Board that she is no longer available
to serve as an independent non-executive director of the Company. With effect from today, the director is
no longer a director of the Company.
Remgro confirms the voting statistics from the AGM as follows:
Resolutions Votes cast disclosed as a Number of shares Shares voted disclosed Shares abstained
percentage in relation to voted as a percentage in disclosed as a
the total number of shares relation to the total percentage in relation
voted at the meeting Ordinary shares issued share capital* to the total issued
("Ord") share capital*
Ordinary shares ("Ord") B ordinary shares Ordinary shares ("Ord")
B ordinary shares ("B Ord") ("B Ord") B ordinary shares ("B Ordinary shares ("Ord")
Ord") B ordinary shares ("B
Ord")
For Against
Ordinary Resolution 100% Ord 0% Ord 366 006 823 Ord 69.16% Ord 0.63% Ord
Number 1 - Approval 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
of annual financial
statements
Ordinary Resolution 99.29% Ord 0.71% Ord 366 352 559 Ord 69.23% Ord 0.57% Ord
Number 2 - 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
Appointment of
auditor
Ordinary Resolution 53.39% Ord 46.61% Ord 366 361 369 Ord 69.23% Ord 0.57% Ord
Number 3 - Election 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
of director,
Mr N P Mageza
Ordinary Resolution 99.62% Ord 0.38% Ord 366 361 369 Ord 69.23% Ord 0.57% Ord
Number 4 - Election 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
of director,
Mr G G Nieuwoudt
Ordinary Resolution 99.61% Ord 0.39% Ord 366 361 369 Ord 69.23% Ord 0.57% Ord
Number 5 - Election 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
of director,
Mr K S Rantloane
Ordinary Resolution 85.17% Ord 14.83% Ord 366 354 544 Ord 69.23% Ord 0.57% Ord
Number 6 - Election 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
of director,
Mr J P Rupert
Ordinary Resolution 97.64% Ord 2.36% Ord 366 356 949 Ord 69.23% Ord 0.57% Ord
Number 7 - Election 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
of director,
Mr N J Williams
Ordinary Resolution Withdrawn
Number 8 –
Appointment of
director,
Dr T Leoka
Ordinary Resolution 95.21% Ord 4.79% Ord 366 301 200 Ord 69.22% Ord 0.58% Ord
Number 9 - Election 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
of member of the
Audit and Risk
Committee,
Ms S E N De Bruyn
Ordinary Resolution 47.30% Ord 52.70% Ord 366 299 200 Ord 69.22% Ord 0.58% Ord
Number 10 - 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
Election of member
of the Audit and
Risk Committee,
Mr N P Mageza
Ordinary Resolution 47.27% Ord 52.73% Ord 366 356 949 Ord 69.23% Ord 0.57% Ord
Number 11 - 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
Election of member
of the Audit and
Risk Committee,
Mr P J Moleketi
Ordinary Resolution 45.91% Ord 54.09% Ord 364 878 371 Ord 68.95% Ord 0.85% Ord
Number 12 - 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
Election of member
of the Audit and
Risk Committee,
Mr F Robertson
Ordinary Resolution 74.32% Ord 25.68% Ord 366 357 824 Ord 69.23% Ord 0.57% Ord
Number 13 – General 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
authority to place
5% of the unissued
ordinary shares
under the control
of the directors
Ordinary Resolution 65.02% Ord 34.98% Ord 364 877 856 Ord 68.95% Ord 0.85% Ord
Number 14 – Non- 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
binding advisory
vote on
Remuneration Policy
Ordinary Resolution 66.99% Ord 33.01% Ord 364 882 246 Ord 68.95% Ord 0.85% Ord
Number 15 – Non- 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
binding advisory
vote on
Remuneration
Implementation
Report
Special Resolution 95.92% Ord 4.08% Ord 366 352 124 Ord 69.23% Ord 0.57% Ord
Number 1 - Approval 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
of directors'
remuneration
Special Resolution 97.73% Ord 2.27% Ord 366 336 469 Ord 69.22% Ord 0.57% Ord
Number 2 - General 0% B Ord 0% B Ord 39 056 987 B Ord 0% B Ord 100% B Ord
authority to
repurchase shares
Special Resolution 99.33% Ord 0.67% Ord 366 356 949 Ord 69.23% Ord 0.57% Ord
Number 3 - General 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
authority to
provide financial
assistance for the
subscription and/or
purchase of
securities in the
Company or in
related or inter-
related companies
Special Resolution 99.98% Ord 0.02% Ord 366 358 949 Ord 69.23% Ord 0.57% Ord
Number 4 - General 100% B Ord 0% B Ord 39 056 987 B Ord 100% B Ord 0% B Ord
authority to
provide financial
assistance to
related and inter-
related companies
and corporations
*Total issued share capital is 529 217 007 ordinary shares with total voteable shares, excluding Treasury
shares, being 515 185 343 ordinary shares and 39 056 987 B ordinary shares.
Shareholders are advised that Remgro wishes to engage its shareholders on the Company's Remuneration
Policy and Remuneration Implementation Report.
Remgro's 2023 Remuneration Policy and Remuneration Implementation Report were voted against by more than
25% of the votes exercised by Remgro's ordinary shareholders present in person or represented by proxy at
the AGM. It should be noted, however, that the non-binding advisory resolutions on the endorsement of the
Company's Remuneration Policy and Implementation Report were approved by the requisite majority of the
combined votes exercised by Remgro's ordinary and "B" ordinary shareholders present in person or
represented by proxy at the AGM (83.11% and 84.05% respectively).
To better understand the reasons why more than 25% of the ordinary shareholders voted against the non-
binding advisory endorsement relating to the Company's Remuneration Policy and Implementation Report, and
to enable the Remuneration and Nomination Committee to consider these concerns on behalf of the Board of
the Company, an invitation is being extended to such dissenting shareholders to engage with Remgro, in
line with the recommendations of the King IV Report on Corporate Governance for South Africa, 2016 and
paragraph 3.84(j)of the JSE Limited Listings Requirements.
Dissenting shareholders are invited to engage with Remgro as follows:
- shareholders are invited to attend virtual engagement sessions, to be hosted via a Teams video
facility;
- shareholders wishing to participate in these sessions are requested to please register their
interest by emailing the Company Secretary, ddreyer@remgro.com, by no later than close of business
on Monday, 11 December 2023. Once registered, shareholders will be emailed a meeting request for
the Teams session; and
- any concerns, questions or recommendations on the Remuneration Policy and Remuneration
Implementation Report should be submitted to the Company Secretary by email to ddreyer@remgro.com,
by close of business on Monday, 11 December 2023.
Stellenbosch
4 December 2023
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 04-12-2023 04:55:00
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