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Results of AGM, engagement with shareholders and appointment of audit committee chair
TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/017491/06)
JSE and A2X code: TRU
NSX code: TRW
ISIN: ZAE000028296
LEI: 37890099AFD770037522
("Truworths", the "company" or the "group")
RESULTS OF ANNUAL GENERAL MEETING, ENGAGEMENT WITH SHAREHOLDERS REGARDING THE GROUP'S REMUNERATION POLICY IMPLEMENTATION REPORT AND
APPOINTMENT OF AUDIT COMMITTEE CHAIR
Truworths advises that at the annual general meeting of the company's shareholders ("shareholders")
held through electronic participation on Thursday, 7 November 2024 ("AGM"), all the ordinary
resolutions and special resolutions, as set out in the notice of the AGM dated Friday,
27 September 2024, were approved by the requisite majority of shareholders. Ordinary resolution 7.1
regarding the appointment of Mr Roddy Sparks to the company's Audit Committee was withdrawn at
the AGM. 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 374 945 852 ("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 299 632 583, representing 80% 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 Audited Annual Financial
Statements, which include the Directors' Report and the Audit Committee Report, for the period ended
30 June 2024
Shares Voted Shares Abstained Shares For Shares Against
297 836 150 1 796 433 297 820 163 15 987
79.43%# 0.48%#
99.99% 0.01%
72.91%^ 0.44%^
Item number 2: Re-election and election of directors
To re-elect by way of separate resolutions the following retiring directors:
• Mr RJA Sparks
Shares Voted Shares Abstained Shares For Shares Against
294 548 143 5 084 440 193 780 239 100 767 904
78.56%# 1.36%#
65.79% 34.21%
72.11%^ 1.24%^
• Ms SJ Proudfoot
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 299 106 605 523 292
99.83% 0.17%
79.91%# 0.00%#
73.35%^ 0.00%^
• Mr EFPM Cristaudo
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 298 141 874 1 488 023
79.91%# 0.00%#
99.50% 0.50%
73.35%^ 0.00%^
• Mr TF Mosololi
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 299 594 326 35 571
79.91%# 0.00%#
99.99% 0.01%
73.35%^ 0.00%^
• Mr AJ Taylor
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 209 115 019 90 514 878
79.91%# 0.00%#
69.79% 30.21%
73.35%^ 0.00%^
To elect the following person who was appointed as an independent non-executive director of the
company with effect from 1 October 2024:
• Mr BM Deegan
Shares Voted Shares Abstained Shares For Shares Against
299 569 269 63 314 295 225 371 4 343 898
79.90%# 0.02%#
98.55% 1.45%
73.33%^ 0.02%^
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
299 629 897 2 686 265 033 068 34 596 829
79.91%# 0.00%#
88.45% 11.55%
73.35%^ 0.00%^
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
299 619 129 13 454 299 375 854 243 275
79.91%# 0.00%#
99.92% 0.08%
73.35%^ 0.00%^
Item number 5: To appoint Deloitte & Touche as external auditor in respect of the Annual Financial
Statements to be prepared for the period ending 29 June 2025 and to authorise the Audit Committee
to agree the terms and fees
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 294 182 715 5 447 182
79.91%# 0.00%#
98.18% 1.82%
73.35%^ 0.00%^
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 2025 to 31 December 2025:
• Non-executive chairman
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 415 328 65 214 569
79.91%# 0.00%#
78.23% 21.77%
73.35%^ 0.00%^
• Lead independent director
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 172 240 65 457 657
79.91%# 0.00%#
78.15% 21.85%
73.35%^ 0.00%^
• Non-executive directors
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 419 517 65 210 380
79.91%# 0.00%#
78.24% 21.76%
73.35%^ 0.00%^
• Audit Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 296 770 65 333 127
79.91%# 0.00%#
78.20% 21.80%
73.35%^ 0.00%^
• Audit Committee member
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 539 942 65 089 955
79.91%# 0.00%#
78.28% 21.72%
73.35%^ 0.00%^
• Remuneration Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 296 770 65 333 127
79.91%# 0.00%#
78.20% 21.80%
73.35%^ 0.00%^
• Remuneration Committee member
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 539 942 65 089 955
79.91%# 0.00%#
78.28% 21.72%
73.35%^ 0.00%^
• Risk Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 539 942 65 089 955
79.91%# 0.00%#
78.28% 21.72%
73.35%^ 0.00%^
• Nomination Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 539 942 65 089 955
79.91%# 0.00%#
78.28% 21.72%
73.35%^ 0.00%^
• Nomination Committee member
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 298 550 372 1 079 525
79.91%# 0.00%#
99.64% 0.36%
73.35%^ 0.00%^
• Social and Ethics Committee chairman
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 234 296 770 65 333 127
79.91%# 0.00%#
78.20% 21.80%
73.35%^ 0.00%^
• Social and Ethics Committee member (non-executive only)
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 298 550 372 1 079 525
79.91%# 0.00%#
99.64% 0.36%
73.35%^ 0.00%^
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 or appointment as directors of the company):
• Ms D Earp
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 297 795 872 1 834 025
79.91%# 0.00%#
99.39% 0.61%
73.35%^ 0.00%^
• Ms AMSS Mokgabudi
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 299 594 326 35 571
79.91%# 0.00%#
99.99% 0.01%
73.35%^ 0.00%^
• Mr BM Deegan
Shares Voted Shares Abstained Shares For Shares Against
299 569 269 63 314 295 278 649 4 290 620
79.90%# 0.02%#
98.57% 1.43%
73.33%^ 0.02%^
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 included
in the Integrated Report 2024:
• Remuneration policy
Shares Voted Shares Abstained Shares For Shares Against
299 623 968 8 615 230 563 728 69 060 240
79.91%# 0.00%#
76.95% 23.05%
73.35%^ 0.00%^
• Implementation report **
Shares Voted Shares Abstained Shares For Shares Against
299 623 968 8 615 223 694 266 75 929 702
79.91%# 0.00%#
74.66% 25.34%
73.35%^ 0.00%^
Item number 9: To consider the report of the Social and Ethics Committee for the period ended
30 June 2024
Shares Voted Shares Abstained Shares For Shares Against
297 820 266 1 812 317 297 392 703 427 563
79.43%# 0.48%#
99.86% 0.14%
72.91%^ 0.44%^
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
299 629 897 2 686 299 594 327 35 570
79.91%# 0.00%#
99.99% 0.01%
73.35%^ 0.00%^
• Mr H Saven
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 240 200 544 59 429 353
79.91%# 0.00%#
80.17% 19.83%
73.35%^ 0.00%^
• Mr EFPM Cristaudo
Shares Voted Shares Abstained Shares For Shares Against
299 629 897 2 686 298 781 649 848 248
79.91%# 0.00%#
99.72% 0.28%
73.35%^ 0.00%^
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
299 623 494 9 089 293 269 658 6 353 836
79.91%# 0.00%#
97.88% 2.12%
73.35%^ 0.00%^
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 more than 25% of the votes cast by shareholders present or represented by proxy at the AGM on
non-binding advisory resolution number 8.2 were exercised against the non-binding endorsement of
the group's remuneration policy implementation report ("non-binding advisory resolution"), in
accordance with the JSE Limited Listings Requirements ("JSE Listings Requirements") and the
recommendations of the King IV Report on Corporate Governance for South Africa, 2016, the company
hereby invites dissenting shareholders to send their comments / concerns / questions /
recommendations regarding the group's remuneration policy implementation report, in writing, to
Mr D Pask, the designate company secretary of Truworths, at dpask@truworths.co.za, so as to be
received by no later than close of business on Wednesday, 20 November 2024.
The comments received will be coordinated in preparation for a virtual meeting of such shareholders
with representatives of the company's board of directors scheduled for Monday, 25 November 2024 at
09h00 (SAST).
The company's remuneration committee endeavours to ensure that remuneration across the group is
aligned with its business philosophy and strategy, while creating sustainable value for stakeholders.
The group therefore welcomes constructive engagement on remuneration related issues.
Appointment of Audit Committee Chair
Following Mr Sparks' decision not to stand for election as a member and Chairman of the company's
Audit Committee at the AGM, shareholders are hereby advised in terms of paragraph 3.59 of the
JSE Listings Requirements that Mr Brendan Deegan has been appointed as the Chairman of the
Audit Committee.
The board of directors of the company thanks Mr Sparks for his considerable contribution during his
tenure as Chairman of the Audit Committee over an extensive period.
Cape Town
8 November 2024
Sponsor in South Africa
One Capital
Sponsor in Namibia
Merchantec Capital
Date: 08-11-2024 10:03:00
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