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PRIMESERV GROUP LIMITED - Results of annual general meeting

Release Date: 27/11/2018 09:15
Code(s): PMV     PDF:  
 
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Results of annual general meeting

Primeserv Group Limited
Incorporated in the Republic of South Africa
(Registration number 1997/013448/06)
Share code: PMV ISIN: ZAE000039277
(“Primeserv” or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING

Results of Annual General Meeting
Shareholders are advised that, at the annual general meeting held
on Friday, 23 November 2018, five of the eight proposed ordinary
resolutions and two of the four special resolutions were passed by
the requisite majority of shareholders present and voting, in person
or by proxy.

Details of the results of voting at the annual general meeting are
as follows:
- total number of issued ordinary shares: 132 062 743
- Total number of issued ordinary shares net of treasury shares
(“Total Votable Ordinary Shares”): 90 601 722
-   total   number   of   issued   ordinary   shares   which   were
present/represented at the annual general meeting: 57 689 502 being
63.67% of the Total Votable Ordinary Shares.

Ordinary Resolutions
Ordinary resolution 1: To confirm the appointment of Mazars as
independent auditors of the Company and M Patel as the designated
auditor for the following year
For (1)            Against (1)      Abstentions (2)   Shares voted (3)
57 661 499 being   10 000, being    18 003, being     57 671 499,
99.98%             0.02%            0.02%             being 63.65%

Ordinary resolution 2: To confirm the re-appointment as director
of CS Ntshingila
For (1)            Against (1)      Abstentions (2)   Shares voted (3)
48 161 499,        10 000, being    9 518 003 being   48 171 499,
being 99.98%       0.02%            10.51%            being 53.17%
Ordinary resolution 3.1: To elect as member of the Audit,
Governance and Risk Committee: DL Rose
For (1)            Against (1)     Abstentions (2)   Shares voted (3)
57 661 499,        10 000, being   18 003, being     57 671 499,
being 99.98%       0.02%           0.02%             being 63.65%

Ordinary resolution 3.2: To elect as member of the Audit,
Governance and Risk Committee: CS Ntshingila
For (1)            Against (1)     Abstentions (2)   Shares voted (3)
57 661 499 being   10 000, being   18 003, being     57 671 499,
99.98%             0.02%           0.02%             being 63.65%

Ordinary resolution 4: General authority to issue shares for cash
For (1)            Against (1)     Abstentions (2)   Shares voted (3)
31 895 499,        25 776 000,     18 003, being     57 671 499,
being 55.31%       being 44.69%    0.02%             being 63.65%

Ordinary resolution 5: Non-Binding advisory vote to endorse the
Remuneration Policy
For (1)            Against (1)     Abstentions (2)   Shares voted (3)
31 857 999,        25 813 500,     18 003, being     57 671 499,
being 55.24%       being 44.76%    0.02%             being 63.65%

Ordinary resolution 6: Non-Binding advisory vote to endorse the
Remuneration Implementation Report
For (1)            Against (1)     Abstentions (2)   Shares voted (3)
31 857 999,        25 813 500,     18 003, being     57 671 499,
being 55.24%       being 44.76%    0.02%             being 63.65%

Ordinary resolution 7: Authority for directors or Company
Secretary to implement the resolutions
For (1)            Against (1)     Abstentions (2)   Shares voted (3)
57 661 499 being   10 000, being   18 003, being     57 671 499,
99.98%             0.02%           0.02%             being 63.65%



Special resolutions
Special resolution 1: To confirm the non-executive directors’
remuneration for 2018
For (1)            Against (1)     Abstentions (2)   Shares voted (3)
31 857 999,        25 813 500,     18 003, being     57 671 499,
being 55.24%       being 44.76%    0.02%             being 63.65%

Special resolution 2: To confirm the non-executive directors’
remuneration for 2019
For (1)            Against (1)     Abstentions (2)   Shares voted (3)
31 857 999,        25 813 500,     18 003, being     57 671 499,
being 55.24%       being 44.76%    0.02%             being 63.65%
Special resolution 3: Authority to provide financial assistance to
related or inter-related companies of the Company
For (1)           Against (1)      Abstentions (2)   Shares voted (3)
57 623 999,       47 500, being    18 003, being     57 671 499,
being 99.92%      0.08%            0.02%             being 63.65%

Special resolution 4: General authority to repurchase shares
For (1)           Against (1)      Abstentions (2)   Shares voted (3)
57 261 499,       410 000, being   18 003, being     57 671 499,
being 99.29%      0.71%            0.02%             being 63.65%

Notes:
(1) The votes carried for and against each individual resolution
are disclosed as a percentage in relation to the total number of
ordinary shares voted (whether in person or by proxy) in respect
of such individual resolution at the annual general meeting.
(2)The total number of ordinary shares abstained in respect of
each individual resolution (whether in person or by proxy) is
disclosed as a percentage in relation to the Total Votable Ordinary
Shares.
(3) The total number of ordinary shares voted (whether in person
or by proxy) at the annual general meeting in respect of each
individual resolution is disclosed as a percentage in relation to
the Total Votable Ordinary Shares.

Changes to the board of directors
Shareholders are referred to the announcement regarding the Unaudited
interim financial results for the six months ended 30 September
2018, which was released on SENS on Friday, 23 November 2018 and
advised that Michael Judin retired from the board of directors
(“Board”) and the Audit, Governance and Risk Committee at the annual
general meeting.

Although the Board is committed to both transformation at Board
level and to filling the vacancy on the Board and the Audit,
Governance and Risk Committee within the required time period, in
order to comply with the Companies Act, the JSE Listings Requirements
and the King Code, the Company’s ability to recruit and appoint
suitably skilled and experienced candidates to the Board is severely
impacted by not being able to offer remuneration to potential
suitable candidates, as a result of the special resolutions to
confirm the non-executive directors’ remuneration for both 2018 and
2019, not being passed at the annual general meeting.                   
Shareholders will be advised on progress in this regard in due
course.

Engagement with Shareholders
Shareholders are advised that due to the non-binding advisory vote
relating to the Group’s remuneration policy (ordinary resolution
number 5) and the non-binding advisory vote relating to the group
implementation of remuneration policy report (ordinary resolution
number 6) being voted against by more than 25% of shareholders
present in person or represented by proxy at the annual general
meeting, the Company intends, in terms of Listings Requirement
3.84(k), to further engage directly with the two dissenting
shareholders within the next 45 business days. The Company will, in
the best interests of all stakeholders, seek to find common ground
in relation to the issue of the payment of non-executive director
remuneration and the impact this has on effective and appropriate
Board composition.

Johannesburg
27 November 2017

Sponsor
Grindrod Bank Limited

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