SPUR CORPORATION LIMITED – Results of Annual General Meeting and Changes to Board of Directors

2018/12/06 17:30:00
SENS announcement for JSE listed company: SUR
                        

SUR 201812060063A
Results of Annual General Meeting and Changes to Board of Directors

SPUR CORPORATION LIMITED
(Incorporated in the Republic of South Africa
Registration number 1998/000828/06
Share code: SUR
ISIN: ZAE 000022653
(‘Spur’ or ‘the company’)

RESULTS OF ANNUAL GENERAL MEETING

CHANGES TO THE BOARD OF DIRECTORS

The board of directors of Spur (the ‘Board’) hereby advises shareholders of the outcome of the resolutions,
as set out in the Notice of Annual General Meeting dated 19 October 2018, which were tabled at the Annual
General Meeting (‘AGM’) of shareholders held today, 6 December 2018.

Withdrawal of Resolutions and changes to the Board:

1. Ordinary Resolutions Numbers 1.1, 1.2 and 1.3 – Re-appointment of directors – were withdrawn prior
the commencement of the AGM. As a result of the decision to withdraw these ordinary resolutions,
Messrs Dean Hyde, Keith Getz and Keith Madders did not seek re-election to the Board and accordingly
their retirement by rotation became effective from today, 6 December 2018. The Board wishes Messrs
Hyde, Getz and Madders well and thanks them for their service to the Company.

2. Ordinary Resolution Number 2.1 – Ratification of appointment of director – was withdrawn prior to the
commencement of the AGM, and Ms Prabashinee Moodley retired from the Board from today, 6
December 2018. The Board wishes Ms Moodley well and thanks her for her service to the Company.

3. Ordinary Resolution Number 4.1 – The appointment of the Audit Committee for the ensuing year – Dean
Hyde – was withdrawn prior to the commencement of the AGM and subsequent to the withdrawal of
Ordinary Resolution 1.1.

Following the retirement of Messrs Hyde, Getz and Madders, the Board has approved a restructuring of the
Board committees:

Ms Dineo Molefe was elected to serve as the Chairperson of the Audit Committee and has also been
appointed as a member of the Remuneration Committee.
Mr Mike Bosman has been appointed as a member of the Audit Committee and the Nominations Committee.
Mr Mntungwa Morojele has been appointed as a member of the Risk Committee and the Chairperson of
the Social, Ethics and Environmental Sustainability Committee.

Results of AGM

The other ordinary and special resolutions proposed at the AGM were unaltered from those proposed in the
Notice of AGM and were duly approved by the requisite majority of shareholders present and voting, with
the exception of Ordinary Resolutions Number 5.1 and 5.2: Endorsement of the Remuneration Policy and
Implementation Report (non-binding advisory votes). The Board will engage with shareholders with regard
to its Remuneration Policy in the following manner: shareholders are invited to attend an engagement
session with members of the Remuneration Committee and executive management on 28 January 2019,
at 13:00 at the Spur Corporation Ltd offices, 14 Edison Way, Century Gate Business Park. Shareholders
who wish to attend the engagement session are asked to confirm their attendance to the Company
Secretary by no later than midday on Wednesday, 23 January 2019 by email:
companysecretary@spur.co.za.
The results of voting on the remaining ordinary and special resolutions were as follows:

Resolution Number of % of % of % of votes % of votes
shares shares shares carried for against
voted in voted in abstained2 the the
person or person or resolution3 resolution3
by proxy by proxy1
Ordinary Resolutions

2.2 Ratification of Phillip Matthee 70 204 295 73.9 – 100.0 –
as executive director and
chief financial officer
3 Re-appointment of KPMG as 70 202 295 73.9 1.1 71.2 28.8
independent auditor and Ivan
Engels as designated auditor
4 Appointment of audit committee
4.2 Appointment of Dineo Molefe 70 204 295 73.9 – 100.0 0.0
as member of audit
committee
4.3 Appointment of Mntungwa 70 204 295 73.9 – 100.0 0.0
Morojele as member of audit
committee
5 Endorsement of the
remuneration report
5.1 Endorsement of 70 204 295 73.9 2.1 25.1 74.9
Remuneration Policy
5.2 Endorsement of 70 204 295 73.9 1.6 37.8 62.2
Implementation Report

Special Resolutions

1 Authority to repurchase 70 204 295 73.9 – 98.7 1.3
shares
2 Authority to provide financial 70 204 295 73.9 – 98.0 2.0
assistance
3 Authority to pay non- 70 204 295 73.9 – 94.8 5.2
executive directors’
remuneration
1 Calculated as the number of shares voted (in favour, against or abstained) in person or by proxy expressed as a
percentage of the total shares in issue eligible to vote (calculated as the total 108 480 926 shares in issue less
13 426 599 non-voting shares (treasury shares and shares owned by consolidated structured entities)).

2 Calculated as the number of shares abstained in person or by proxy expressed as a percentage of the total shares in
issue eligible to vote (calculated as the total 108 480 926 shares in issue less 13 426 599 non-voting shares
(treasury shares and shares owned by consolidated structured entities)).

3 Calculated as the number of shares voted (in favour or against, as indicated) in person or by proxy expressed as a
percentage of the aggregate number of shares voted in person or by proxy (excluding abstentions).

The special resolutions, where appropriate, will be filed with the Companies and Intellectual Property
Commission.
Cape Town
6 December 2018

Sponsor
Sasfin Capital
(a member of the Sasfin Group)

Date: 06/12/2018 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited (‘JSE’).
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