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Results of annual general meeting and changes to the board of directors
REX TRUEFORM CLOTHING COMPANY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1937/009839/06)
JSE share code: RTO ISIN: ZAE000006144
JSE share code: RTN ISIN: ZAE000009700
JSE share code: RTOP ISIN: ZAE000006151
(“Rex Trueform” or “the company”)
RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS
Shareholders are advised that at the annual general meeting of shareholders held on Friday, 17 November 2017 (in terms of the notice
of annual general meeting dispatched to shareholders on 29 September 2017) all of the resolutions tabled thereat were passed (by way
a poll) by the requisite majority of Rex Trueform shareholders.
Details of the results of voting at the annual general meeting are as follows:
- total number of Rex Trueform ordinary and “N” ordinary shares (collectively, the “shares”) that could have been voted at the
annual general meeting: 20,641,311 shares (being the aggregate amount of 2,905,805 ordinary shares and 17,735,506 “N”
ordinary shares);
- total number of shares that were present/represented at the annual general meeting: 18,031,588 shares (being, in aggregate,
87.36% of the total number of shares that could have been voted at the annual general meeting and constituting 90.87% of the
aggregate voting rights that could have been exercised at the annual general meeting);
- total number of ordinary shares that were present/represented at the annual general meeting: 2,644,127 ordinary shares (being
90.99% of the total number of ordinary shares that could have been voted at the annual general meeting) with each ordinary share
entitling the holder thereof to 200 votes; and
- total number of “N” ordinary shares that were present/represented at the annual general meeting: 15,387,461 “N” ordinary shares
(being 86.76% of the total number of “N” ordinary shares that could have been voted at the annual general meeting) with each
“N” ordinary share entitling the holder thereof to 1 vote.
Ordinary Resolution 1: Approval of annual financial statements
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share,
18,031,587 shares, being 544,212,860 votes, being being 0.0000056% of the
87.36% of the total number 100% (528,825,400 votes total number of issued
of shares that could have being cast in respect of the “N” ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N” ordinary
being voted and 15,387,460 shares)
“N” ordinary shares being
voted
Ordinary Resolution 2: Re-election of PM Naylor as a director of the company
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being 0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes number of issued “N”
of shares that could have being cast in respect of the ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 3.1: Election of HB Roberts as a director of the company
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 3.2: Election of LK Sebatane as a director of the company
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 3.3: Election of MR Molosiwa as a director of the company
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 4.1: Election of PM Naylor as a member of the audit committee
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 4.2: Election of HB Roberts as a member of the audit committee
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 4.3: Election of LK Sebatane as a member of the audit committee
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 5.1: Election of PM Naylor as a member of the social and ethics committee
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 5.2: Election of CEA Radowsky as a member of the social and ethics committee
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 5.3: Election of DS Johnson as a member of the social and ethics committee
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 6: Re-appointment of auditors
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 7: Non-binding advisory vote on remuneration policy
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 8: Non-binding advisory vote on implementation report
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Ordinary Resolution 9: Signature of documents
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Special Resolution 1: Financial assistance to related and inter-related parties
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Special Resolution 2: General authority to acquire shares
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Special Resolution 3: Approval of non-executive directors’ fees
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Special Resolution 4.1: Conversion of ordinary and “N” ordinary shares from par value to no par value
Actual shares voted* Votes for Abstentions
Votes against
18,031,587 shares, being 538,153,771 votes, being 1 “N” ordinary share, being
6,059,089 votes,being
87.36% of the total number 98.89% (522,825,400 votes 0.0000056% of the total
1.11% (6,000,000 votes
of shares that could have being cast in respect of the number of issued “N”
been voted at the annual ordinary shares and being cast in respect of the
ordinary shares
ordinary shares and 59,089
general meeting, with 15,328,371 votes being cast
votes being cast in respect of
2,644,127 ordinary shares in respect of the “N”
being voted and the “N” ordinary shares)
ordinary shares)
15,387,460 “N” ordinary
shares being voted
Special Resolution 4.2: Increase in authorised ordinary and “N” ordinary share capital
Actual shares voted* Votes for Votes against Abstentions
18,031,587 shares, being 538,153,771 votes, being 6,059,089 votes, being 1 “N” ordinary share, being
87.36% of the total number 98.89% (522,825,400 votes 1.11% (6,000,000 votes 0.0000056% of the total
of shares that could have being cast in respect of the being cast in respect of the number of issued “N”
been voted at the annual ordinary shares and ordinary shares and 59,089 ordinary shares
general meeting, with 15,328,371 votes being cast votes being cast in respect of
2,644,127 ordinary shares in respect of the “N” the “N” ordinary shares)
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Special Resolution 4.3: Validity of proxy forms
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being
0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes
number of issued “N”
of shares that could have being cast in respect of the
ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Special Resolution 4.4: Casting vote of chairman at directors’ meetings
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being 0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes number of issued “N”
of shares that could have being cast in respect of the ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Special Resolution 4.5: Appointment of the social and ethics committee
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share, being
18,031,587 shares, being 544,212,860 votes, being 0.0000056% of the total
87.36% of the total number 100% (528,825,400 votes number of issued “N”
of shares that could have being cast in respect of the ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N”
being voted and ordinary shares)
15,387,460 “N” ordinary
shares being voted
Special Resolution 4.6: Change of name of the company
Actual shares voted* Votes for Votes against Abstentions
- 1 “N” ordinary share,
18,031,587 shares, being 544,212,860 votes, being being 0.0000056% of the
87.36% of the total number 100% (528,825,400 votes total number of issued
of shares that could have being cast in respect of the “N” ordinary shares
been voted at the annual ordinary shares and
general meeting, with 15,387,460 votes being cast
2,644,127 ordinary shares in respect of the “N” ordinary
being voted and 15,387,460 shares)
“N” ordinary shares being
voted
*excluding abstentions
Shareholders are advised that special resolution number 4.6 relating to the change of Rex Trueform’s name will be lodged with the
Companies Intellectual Property Commission (“CIPC”) for registration. A finalisation announcement will be released on SENS once
the resolution relating to the change of name has been registered by CIPC.
CHANGES TO THE BOARD OF DIRECTORS
Shareholders are referred to the announcements published on SENS on 30 August 2017 and 29 September 2017 and are advised that
HB Roberts, LK Sebatane and MR Molosiwa have been elected as directors of the company with effect from 17 November 2017.
17 November 2017
Sponsor
Java Capital
Date: 17/11/2017 05:41:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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