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SANLAM LIMITED - Results of Annual General Meeting and update on CEO Succession

Release Date: 06/06/2024 08:30
Code(s): SLM SLI5 SLI6 SLI7 SLI8 SLI9     PDF:  
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Results of Annual General Meeting and update on CEO Succession

Sanlam Limited
(Incorporated in the Republic of South Africa)
Registration number 1959/001562/06
JSE share code: SLM
NSX share code: SLA
A2X share code: SLM
ISIN: ZAE000070660
("Sanlam" or "the Company")

Sanlam Life Insurance Limited
(Incorporated in the Republic of South Africa)
(Registration No. 1998/021121/06)
LEI: 378900E10332DF012A23
Bond Issuer Code: BISLI
("Sanlam Life")

RESULTS OF THE SANLAM ANNUAL GENERAL MEETING (2024) AND UPDATE ON CHIEF EXECUTIVE OFFICER SUCCESSION
  
  Shareholders are advised that the special and ordinary resolutions proposed in the notice to shareholders
  dated 28 March 2024 were passed by the requisite majority of votes of shareholders in attendance or
  represented by proxy at the 26th annual general meeting held on Wednesday, 05 June 2024 at 13:00
  ("Annual General Meeting")

  As at Friday, 24 May 2024, being the Annual General Meeting record date ("Voting Record Date"), the
  total number of Sanlam ordinary shares of 1 cent each in issue was 2,202,916,000 ("Sanlam Issued
  Ordinary Shares").

  The Sanlam ordinary shares eligible to vote by being present in person or by submitting proxies was
  1,642,205,875, being 76.07% of Sanlam Issued Ordinary Shares.

  The voting details with respect to the proposed resolutions were as follows:

1. Ordinary Resolution No. 1 – To present the Sanlam Annual Reporting Suite (incorporating the
   Integrated Report, Corporate Governance Report, King IV Report, Tax Report, Remuneration
   Report, Sustainability Report, Annual Financial Statements) for the year ended 31 December
   2023.

                                                                                        Ordinary Shares
                          Total Ordinary Shares voted
                                                                                              abstained
     For (%)(1)         Against (%)(1)                Number              %(2)               %(2)
  100.00                    0.00                  1,638,686,050          74.39               0.16


2. Ordinary Resolution No. 2 – Reappointment of KPMG Inc. and PricewaterhouseCoopers Inc.
   as joint independent external auditors for the 2024 financial year.

                                                                                        Ordinary Shares
                                         Total Ordinary Shares voted                          abstained

      Joint Auditors      For               Against
                                (1)                            Number            %(2)         %(2)
                          (%)                (%)(1)

   2.1 P Fourie          99.98             0.02          1,639,485,207     74.42            0.12

                                                                                               1
                                                                                                  Ordinary Shares
                                                Total Ordinary Shares voted                             abstained

     Joint Auditors     For                        Against
                              (1)                                      Number           %(2)            %(2)
                        (%)                         (%)(1)

   2.2 A du Preez       99.98                     0.02             1,639,485,207      74.42           0.12


3. Ordinary Resolution No. 3 – Appointment of a new independent non-executive director.


                                                                                                  Ordinary Shares
                                                Total Ordinary Shares voted                             abstained

     Director           For                        Against
                                                                       Number           %(2)            %(2)
                        (%)(1)                      (%)(1)

   Temba Mvusi          95.54                     4.46             1,639,485,206      74.42           0.12


4. Ordinary Resolution No. 4 – Re-election of non-executive directors.


                                                                                                  Ordinary Shares
                                                Total Ordinary Shares voted                             abstained

     Director             For                      Against
                                (1)                                    Number           %(2)            %(2)
                          (%)                       (%)(1)

   4.1 Anton Botha      97.51                     2.49             1,639,485,207      74.42           0.12

   4.2 Sipho Nkosi      97.68                     2.32             1,629,106,763      73.95           0.59

   4.3 Karabo Nondumo 97.65                       2.35             1,639,485,207      74.42           0.12

   4.4 Johan van Zyl  98.21                       1.79             1,639,485,202      74.42           0.12

   4.5 Kobus Möller     97.47                     2.53             1,639,485,202      74.42           0.12


5. Ordinary Resolution No. 5 – Re-election of executive directors.


                                                                                                  Ordinary Shares
                                                Total Ordinary Shares voted                             abstained

     Director           For                        Against
                              (1)                                      Number           %(2)            %(2)
                        (%)                         (%)(1)

   Abigail Mukhuba      99.75                     0.25             1,639,485,202      74.42           0.12


6. Ordinary Resolution No. 6 – Election of the members of the Sanlam Audit Committee.


                                                                                                         Ordinary
                                                 Total Ordinary Shares voted                              Shares
                                                                                                        abstained
     Director                       For                  Against
                                          (1)                              Number              %(2)     %(2)
                                    (%)                   (%)(1)

   6.1 Andrew Birrell          99.32                  0.68            1,639,485,202      74.42         0.12


                                                                                                         2
                                                                                                       Ordinary
                                                Total Ordinary Shares voted                             Shares
                                                                                                      abstained
     Director                    For                 Against
                                       (1)                           Number               %(2)         %(2)
                                 (%)                  (%)(1)

   6.2 Nicolaas Kruger         99.24                0.76         1,629,106,758          73.95         0.59

   6.3 Mathukana Mokoka        97.00                3.00         1,629,106,758          73.95         0.59

   6.4 Kobus Möller            86.12               13.88         1,639,485,202          74.42         0.12

   6.5 Karabo Nondumo          97.73                2.27         1,639,485,202          74.42         0.12

   6.6 Ndivhuwo Manyonga       99.85                0.15         1,639,485,202          74.42         0.12


7. Ordinary Resolution No. 7 – Advisory vote on the Company's Remuneration Policy and the
   Remuneration Implementation Report.


                                                                                                       Ordinary
                                                Total Ordinary Shares voted                             Shares
                                                                                                      abstained
                                    For               Against
                                          (1)                         Number                %(2)       %(2)
                                    (%)                (%)(1)

   7.1 Remuneration Policy       94.64               5.36         1,639,391,216          74.42         0.13

   7.2 Remuneration          91.51                   8.49         1,639,390,946          74.42         0.13
       Implementation Report

8. Ordinary Resolution No. 8 – To place unissued ordinary shares under the control of the
   directors.

                                                                                                 Ordinary Shares
                           Total Ordinary Shares voted
                                                                                                       abstained
     For (%)(1)          Against (%)(1)                 Number                   %(2)                 %(2)
  95.89                      4.11                   1,639,485,207             74.42                   0.12


9. Ordinary Resolution No. 9 – To approve general authority to issue shares for cash.

                                                                                                 Ordinary Shares
                           Total Ordinary Shares voted
                                                                                                       abstained
     For (%)(1)          Against (%)(1)                 Number                   %(2)                 %(2)
  94.74                      5.26                   1,639,485,207             74.42                   0.12




                                                                                                       3
10. Ordinary Resolution No. 11 – To authorise any director of the Company and, where applicable,
    the Company Secretary of the Company, to implement the aforesaid ordinary resolutions and
    the undermentioned special resolutions.

                                                                                        Ordinary Shares
                           Total Ordinary Shares voted
                                                                                              abstained
     For (%)(1)         Against (%)(1)            Number                   %(2)                %(2)
  100.00                     0.00              1,639,485,207              74.42                0.12


11. Special Resolution No. 1 – Approval of the remuneration of the non-executive directors of the
    Company for their services as directors for the period 1 July 2024 to 30 June 2025

                                                                                        Ordinary Shares
                           Total Ordinary Shares voted
                                                                                              abstained
     For (%)(1)         Against (%)(1)            Number                   %(2)                %(2)
  99.31                      0.69              1,639,408,702              74.42                0.13



12. Special Resolution No. 2 – To give authority to the Company or a subsidiary of the Company
    to acquire the Company's securities.

                                                                                        Ordinary Shares
                           Total Ordinary Shares voted
                                                                                              abstained
     For (%)(1)         Against (%)(1)            Number                   %(2)                %(2)
  98.87                      1.13              1,639,395,949              74.42                0.13



13. Special Resolution No. 3 – To grant specific authority to repurchase the SPV Sanlam Shares
    from Subscription SPV, a wholly owned subsidiary in the Sanlam Group.

                                                                                        Ordinary Shares
                           Total Ordinary Shares voted
                                                                                              abstained
     For (%)(1)         Against (%)(1)            Number                   %(2)                %(2)
  100.00                     0.00              1,261,251,345              57.25                0.12



 (1) Expressed as a percentage of Sanlam voteable ordinary shares for each resolution.
 (2) Expressed as a percentage of 2,202,916,000 Sanlam ordinary shares in issue as at Voting Record Date.


  CHIEF EXECUTIVE OFFICER SUCCESSION

  The Sanlam Board is pleased to advise shareholders and noteholders that Paul Hanratty has
  agreed to extend his term serving as the Chief Executive Officer and an Executive Director on
  the Board until 31 December 2027.




                                                                                                 4
Group Company Secretary
Adela Fortune
Adela.Fortune@sanlam.co.za

Bellville
06 June 2024


Equity Sponsor to Sanlam
The Standard Bank of South Africa Limited

Debt Sponsor to Sanlam Life Insurance Limited
Rand Merchant Bank, a division of FirstRand Bank Limited




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Date: 06-06-2024 08:30:00
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