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Report on proceedings at the annual general meeting
TRENCOR LIMITED
(Incorporated in the Republic of South Africa)
(Registration No 1955/002869/06)
Share Code: TRE
ISIN: ZAE000007506
(“Trencor” or “the company”)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
VOTING RESULTS
At the annual general meeting (“AGM”) of shareholders of Trencor held on Thursday, 4 June 2020, all the ordinary and special resolutions proposed were approved by the requisite majority of votes. The company confirms the voting statistics from the AGM as follows:
| Total number of shares in issue | 173 534 676 |
| Total number of shares represented at the AGM | 158 143 489 (91,13%) |
|
Resolutions |
Votes cast disclosed as a percentage in relation to the total number of shares voted at the AGM |
Number of shares voted |
Shares voted disclosed as a percentage in relation to the total issued share capital |
Shares abstained disclosed as a percentage in relation to the total issued share capital |
|
| For | Against | ||||
| Ordinary resolution number 1.1: Election of David Nurek as a director | 68,78% | 31,22% | 154 625 957 | 89,10% | 2,03% |
| Ordinary resolution number 1.2: Election of Eddy Oblowitz as a director | 76,98% | 23,02% | 152 445 263 | 87,85% | 3,28% |
| Non-binding advisory vote number 1: Endorsement of remuneration policy | 61,82% | 38,18% | 157 809 905 | 90,94% | 0,19% |
| Non-binding advisory vote number 2: Endorsement of remuneration implementation report | 65,17% | 34,83% | 157 809 763 | 90,94% | 0,19% |
| Ordinary resolution number 2: Reappointment of KPMG Inc as independent auditor | 75,24% | 24,76% | 154 743 477 | 89,17% | 1,96% |
| Ordinary resolution number 3.1: Election of David Nurek as audit committee member | 68,93% | 31,07% | 148 921 004 | 85,82% | 5,31% |
| Ordinary resolution number 3.2: Election of Eddy Oblowitz as audit committee member | 77,04% | 22,96% | 152 326 393 | 87,78% | 3,35% |
| Ordinary resolution number 3.3: Election of Roddy Sparks as audit committee member | 91,17% | 8,83% | 152 326 393 | 87,78% | 3,35% |
| Special resolution number 1: Approval and authorisation of the provision of financial assistance by the company to related or inter-related companies | 93,93% | 6,07% | 154 744 827 | 89,17% | 1,96% |
| Special resolution number 2: Approval of non-executive directors’ remuneration from 1 July 2020 | 79,23% | 20,77% | 155 727 371 | 89,74% | 1,39% |
| Special resolution number 3: Approval of the granting of a general authority to the company or its subsidiaries to acquire the issued shares of the company | 91,68% | 8,32% | 158 140 898 | 91,13% | 0,00% |
Non-binding advisory vote number 1 relating to the endorsement of the company’s remuneration policy and non-binding advisory vote number 2 relating to the endorsement of the remuneration implementation report were voted against by more than 25% of shareholders (“dissenting shareholders”). Accordingly, Trencor invites dissenting shareholders to provide their details, together with their concerns/questions on the remuneration policy and the implementation thereof, to the company secretary at info@trencor.net before 30 June 2020 in order for the company to arrange a telephone conference or meeting via electronic platform with dissenting shareholders at a convenient time.
Trencor Services Proprietary Limited
Secretaries
4 June 2020
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)