CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED – Results of Annual General Meeting (AGM)

2018/12/07 11:59:00
SENS announcement for JSE listed company: CAT
                        

CAT CATP 201812070038A
Results of Annual General Meeting (‘AGM’)

CAXTON AND CTP PUBLISHERS AND PRINTERS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/026616/06)
Share Code: CAT ISIN: ZAE000043345
Preference share code: CATP ISIN: ZAE000043352
(‘the company’)

RESULTS OF ANNUAL GENERAL MEETING (‘AGM’)

Shareholders are advised that all the resolutions contained in the notice convening the AGM were approved
by the requisite majorities of shareholders present in person or represented by proxy at the AGM of the
company held on Friday, 7 December 2018. The company has 389 011 767 ordinary shares in issue.

Details of the resolutions and the voting are contained in the table below.

Resolution proposed Total number of Number of Number of Number of
votes cast: % of votes in votes abstentions:
issued share favour: % of against: % % of total
capital total votes of total votes cast
cast votes cast
Ordinary resolutions
Ordinary resolution 1: To adopt the 344 953 897 344 743 860 1 800 208 237
annual financial statements for the 88.62% 100% 0% 0.05%
year ended 30 June 2017

Ordinary resolution 2: To place the 344 953 897 197 043 275 147 910 622 0
unissued ordinary shares under the 88.62% 57.12% 42.88% 0%
control of the directors

Ordinary resolution 3: %
3.1 To re-elect Mr. PM Jenkins as 344 953 897 344 922 042 31 855 0
director of the company 88.62% 99.99% 0.01% 0%

3.2 To re-elect Mr. ACG Molusi as 344 953 897 257 083 705 87 870 192 0
director of the company 88.62% 74.53% 25.47% 0%

Ordinary resolution 4: To re-appoint 344 953 897 322 343 543 22 596 799 0
BDO South Africa. as the independent 88.62% 93.45% 6.55% 0%
auditors and Mr. P Badrick as the
designated auditor

Ordinary resolution 5:
5.1 To re-elect Ms. T Slabbert as 344 953 897 344 888 509 65 388 0
member and chairman of the Audit 88.62% 99.98% 0.02% 0%
and Risk Committee

5.2 To re-elect Mr. ACG Molusi as 344 953 897 257 067 205 87 886 692 0
member of the Audit and Risk 88.62% 74.52% 25.48% 0%
Committee

5.3 To re-elect Mr. NA Nemukula as 344 953 897 335 993 501 8 960 396 0
member of the Audit and Risk 88.62% 97.40% 2.6% 0%
Committee

Ordinary resolution 6: To authorise 344 953 897 344 952 097 1 800 0
any director or the company secretary 88.62% 100% 0% 0%
to sign documentation to give effect to
ordinary and special resolutions

Ordinary resolution 7: To authorise the 344 953 897 344 074 777 879 120 0
default repurchase of Odd Lot Offer 88.62% 99.75% 0.25% 0%
Holders who do not elect to sell or
retain their Odd Lot Holdings
Special resolutions
Special resolution 1: To approve the 344 953 897 344 074 777 879 120 0
general authority for the company 88.62% 99.75% 0.25% 0%
and/ or subsidiary to acquire the
company’s own shares

Special resolution 2: To approve the 344 953 897 344 935 597 18 300 0
remuneration of the non-executive 88.62% 99.99% 0.01% 0%
directors

Special resolution 3: To approve 344 953 897 344 935 597 18 300 0
financial assistance to related or inter- 88.62% 99.99% 0.01% 0%
related companies

Special resolution 4: To approve 344 953 897 344 935 597 18 300 0
financial assistance for subscription 88.62% 99.99% 0.01% 0%
for or purchase of securities

Special resolution 5: To authorise the 344 953 897 344 935 597 18 300 0
specific repurchase offer to all 88.62% 99.99% 0.01% 0%
shareholders holding more than 100
but less than 1 000 ordinary shares in
the company

Special resolution 6: To amend the 344 953 897 344 935 597 18 300 0
Memorandum of Incorporation to 88.62% 99.99% 0.01% 0%
authorise the company to authorise
the company to make an Odd Lot
Offer

Special resolution 7: To authorise the 344 953 897 344 935 597 18 300 0
company to repurchase ordinary 88.62% 99.99% 0.01% 0%
shares in terms of an Odd Lot Offer

Advisory resolutions
Advisory resolution 1: To approve the 344 953 897 253 050 192 91 291 798 611 907
remuneration policy as set out in the 88.62% 73.49% 26.51% 0.16%
corporate governance report

Advisory resolution 2: To approve the 344 953 897 245 016 004 99 325 986 611 907
implementation of the remuneration 88.62% 71.15% 28.85% 0.16%
policy as set out in the corporate
governance report

The attention of shareholders is drawn to the fact that in excess of 25% (26.51%) of the votes in respect of
the advisory resolution approving the remuneration policy voted against the resolution and 28.85% of the
votes in respect of the advisory resolution approving implementation of the remuneration policy voted
against the resolution. Dissenting shareholders are therefore invited to contact Ms. Julie Naran at the head
office of the company, Caxton House, 368 Jan Smuts Avenue, Craighall, Johannesburg (telephone 011-
889 0633 or julie.naran@caxton.co.za to arrange a suitable time and date to meet with the chairman and
Chief Executive Officer of the company to discuss the policy and its implementation.

By order of the board.

Johannesburg
7 December 2018

Sponsor
Arbor Capital Sponsors Proprietary Limited

Date: 07/12/2018 11:59:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
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