All Portfolios Summary of voting recommendations for the period October 2015 to December 2015

Transcription

1 All Portfolios Summary of voting recommendations for the period October 2015 to December 2015 Company Meeting Type Date Page Impala Platinum holdings GM 06-Oct-15 2 Tsogo Sun AGM 14-Oct-15 3 Shoprite AGM 19-Oct-15 5 Impala Platinum holdings AGM 21-Oct-15 7 BHP Billiton AGM 22-Oct-15 9 Sun International Limited GM 02-Nov Imperial Holdings Limited AGM 03-Nov AVI Limited AGM 05-Nov Murray & Roberts Holdings Limited AGM 05-Nov Wilson Bayly Holmes-Ovcon Limited AGM 11-Nov South32 AGM 18-Nov Lonmin GM 19-Nov MMI Holdings AGM 20-Nov-15 22

2 Sun International AGM 23-Nov Remgro AGM 23-Nov Clover SA AGM 20-Nov Woolworths AGM 30-Nov FirstRand AGM 01-Dec Sasol AGM 04-Dec African Rainbow Minerals limited AGM 04-Dec Aspen Pharmacare Holdings Limited AGM 07-Dec ArceloMittal South Africa Limited GM 11-Dec Mediclinic International Limited AGM 15-Dec-15 42

3 Company: Impala Platinum Holdings LiMITED Page 2 GM 06/10/2015 Approval of Bookbuild Placement 1 Issue of Subscription Shares to PIC pursuant of Bookbuild Placement Issue of Subscription Shares to Coronation pursuant to Bookbuild Placement 2 3 Issue of Subscription Shares to RBH pursuant to Bookbuild Placement 4 Authorising Resolution 5 SPECIAL RESOLUTIONS Amendment of MOI

4 Company: Tsogo Sun Page 3 AGM 14/10/2015 Receipt and adoption of annual financial statements and reports 1 Reappointment of auditors 2 Re-election of Mr MA Golding as a director 3.1 Re-election of Mr VE Mphande as a director 3.2 Re-election of Mr JG Ngcobo as a director 3.3 Appointment of Mr RG Tolinson to the audit and risk committee 4.1 Appointment of Ms BA Mabuza to the audit and risk committee 4.2 Appointment of JG Ngcobo to the audit and risk committee 4.3 Non binding advisory endorsement of the company's remuneration policy 5 SPECIAL RESOLUTIONS Approval of the fees proposed for non-executive directors 1 General authority to purchase shares 2 General approval of the provision of financial assistance in therms of section 45 of the companies Act 3

5 Approval of the issue of shares or options and the grant of financial assistance in terms of the company's share-based incentive schemes 4 Page 4

6 Company: Shoprite Page 5 AGM 2015/10/19 Approval of annual financial statements 1 Re-appointment of auditors 2 Re-election of Dr CH Wiese 3 Re-election of Mr EC Kieswetter 4 Re-election of Mr JA Louw 5 Appointment of Mr JF Basson as chairperson and member of the Shoprite Holdings Audit and Risk Committee 6 Appointment of Mr JA Louw as member of the Shoprite Holdings Audit and Risk Committee 7 Appointment of Mr JJ Fouche as member of the Shoprite Holdings Audit and Risk Committee 8 Appointment of Mr JA Rock as member of the Shoprite Holdings Audit and Risk Committee 9 General autority over unissued ordinary shares 10 General autority to issue shares for cash 11 General autority to directors and/or company secretary 12 Non-binding advisory vote on the remuneration policy of Shoprite Holdings 13

7 SPECIAL RESOLUTIONS Remuneration payable to non-executive directors 1 Page 6 Financual assistance to subsidiaries, related and inter-related entities 2 Financial assistance for subscription of securities 3 General approval to purchase shares 4 Approval of the scheme of arrangement relating to Shoprite Holdings 5% cumulative preferenceshares,(isin Number ZAE ) ("SHP2 preference shares") in terms of section 115(2) of the Companies Act 5 Approval of the scheme of arrangement relating to Shoprite Holdings 5% cumulative preferenceshares,(isin Number ZAE ) ("SHP3 preference shares") in terms of section 115(2) of the Companies Act 6 Approval of the scheme of arrangement relating to Shoprite Holdings 5% cumulative preferenceshares,(isin Number ZAE ) ("SHP4 preference shares") in terms of section 115(2) of the Companies Act 7 x

8 Company: Implats Page 7 AGM 21/10/2015 Appointment of external auditors 1 Appointment of members of audit committee: 2 HC Cameron - Chairman 2.1 AA Maule 2.2 B Ngonyama 2.3 Endorsement of the Company's remuneration policy 3 Re-election of directors 4 PW Davey 4.1 MSV Gantsho 4.2 ND Moyo 4.3 FS Mufamadi 4.4 BT Nagle 4.5 MEK Nkeli 4.6 ZB Swanepoel 4.7

9 SPECIAL RESOLUTIONS Financial assistance 1 Acquisition of company shares 2 Page 8

10 Company: BHP Billiton Page 9 AGM 22/10/2015 To receive the 2015 Financial Statements and Reports for BHP Billiton 1 To reappint KPMG LLP as the auditor of BHP Billiton Plc 2 To authorise the Risk and Audit Committee to agree the remuneration of the auditor of BHP Billiton Plc 3 Plc 4 To approve the authority to issue shares in BHP Billiton Plc for cash 5 To approve the purchase of shares in BHP Billiton Plc 6 To approve the 2015 Remuneration Report other than the part containing the Directors' remuneration policy 7 To approve the 2015 Remuneration Report 8 To approve grants to Andrew Mackenzie 9 To approve the amendments to the BHP Billiton Limited Constitution for the DLC Dividend share 10 To approve the amendments to the BHP Billiton Plc Articles of Association for the DLC Dividend share To approve the amendments to the DLC Structure Sharing Agreement for the DLC Dividend share To approve the amendments to the BHP Billiton Limited Constitution for Simultaneous General Meetings

11 To approve the amendments to the BHP Billiton Plc Articles of Association for Simultaneous General Meetings 14 Page 10 To elect Anita Frew as as Director of BHP Billiton 15 To re-elect Malcolm Brinded as a Director of BHP Billiton 16 To re-elect Malcolm Broomhead as a Director of BHP Billiton 17 To re-elect Pat Davies as a Director of BHP Billiton 18 To re-elect Carolyn Hewson as a Director of BHP Billiton 19 To re-elect Andrew Mackenzie as a Director of BHP Billiton 20 To re-elect Lindsay Maxted as a Director of BHP Billiton 21 To re-elect Wayne Murdy as a Director of BHP Billiton 22 To re-elect John Schubert as a Director of BHP Billiton 23 To re-elect Shriti Vadera as a Director of BHP Billiton 24 To re-elect Jac Nasser as a Director of BHP Billiton 25

12 Company: Sun International Page 11 GM 02/11/2015 Approval of the proposed Merger 1 Authority for Directors or company secretary to implement ordinary resolution 1 2 Approval of the Put and Call options 3 Authority for Directors or company secretary to implement ordinary resolution 3 4

13 Company: Imperial Page 12 AGM 03/11/2015 Financial Statements 1 Appointment of Auditors 2 Appointment of Audit committee 3 RM Kgosana 3.1 GW Dempster 3.2 T Dingaan 3.3 P Langemi 3.4 RJA Sparks 3.5 Y Waja 3.6 Re-appointment of directors 4 Re-appointment OS Arbee 4.1 Re-appointment MP De Canha 4.2 Re-appointment T Dingaan 4.3 Re-appointment MV Moosa 4.4 Re-appointment M Swanepoel 4.5 Re-appointment Y Waja 4.6 Confirmation of directors 5 Confirmation P Cooper 5.1 Confirmation GW Dempster 5.2 Confirmation SP Kana 5.3 Confirmation RM Kgosana 5.4 Cnfirmation of remuneration policy 6 SPECIAL RESOLUTIONS Directors' Fees 7

14 Fee from 1 July 2015 to June Fee from 1 July 2016 to 30 June 2017 Page 13 Chairman R Deputy Chairman R R Board member R R Assets and liabilities committee chairman R R Assets and liabilities committee member R R Audit committee chairman R R Audit committee member R R Investment committee chairman R R Investment committee member R R Risk committee chairman R R Risk committee member R R Remuneration committee chairman R R Remuneration committee member R R Nomination committee chairperson R R Nomination committee member R R Social, ethics and sustainability committee chairman R R Social, ethics and sustainability committee Member R R Special Resolution 2 - General authority to purchase company shares 8 Ordinary Resolution 7 - Authority over unissued ordinary shares 9 Ordinary Resolution 8 - Authority to issue shares for cash 10 Ordinary Resolution 9 - Authority over unissued preference shares 11 Special Resolution 3 - Authority to provide financial assistance - s44 12 Special Resolution 3 - Authority to provide financial assistance - s45 13

15 Company: AVI Page 14 AGM 05/11/2015 Adoption of the financial Statements for the year ended 30 June 2015 Re-appointment of KPMG Inc. as the external auditors of the Company 1 2 Re-election of Mr MJ Bosman as a director 3 Re-election of Mrs A Kawa as a director 4 Re-election of Mr A Nuhn as a director 5 Re-election of Mr AM Thebyane as a director 6 Appointment of Mr MJ Bosman as a member and Chairman of Audit and Risk Committee 7 Appointment of Mr JR Hersov as a member and Chairman of Audit and Risk Committee 8 Appointment of Mrs NP Dongwana as a member and Chairman of Audit and Risk Committee 9 SPECIAL RESOLUTIONS Special resolution (increase in fees payable to non-executive directors, excluding the Chairman of the Board and the foreign non-executive director) 10

16 Special resolution (increase in fees payable to the Chairman of the Board) Special resolution (increase in fees payable to foreign nonexecutive director) Page 15 Special resolution (increase in fees payable to members of the Remuneration, Nomination and Appointments Committee) 13 Special resolution (increase in fees payable to members of the Audit and Risk Committee) 14 Special resolution (increase in fees payable to members of the Social and Ethics Committee) 15 Special resolution (increase in fees payable to Chairmen of the Remuneration, Nomination and Appointments Committee) 16 Special resolution (increase in fees payable to Chairman of the Audit and Risk Committee) 17 Special resolution (increase in fees payable to Chairman of the Social and Ethics Committee) 18 Special resolution (general authority to buy shares) 19 ordinary resolution to endorse the remuneration policy (nonbinding advisory vote) 20

17 Company: Murray & Roberts Page 16 AGM 05/11/2015 Election of DD Barber as a director 1 Election of AJ Bester as a director 2 Election of SP Kana as a director 3 Election of H Mkhwanazi as a director 4 Election of NB Langa-Royds as a director 5 Election of RT Vice as a director 6 Re-appoint Deloitte & Touche as independent auditors 7 Approve the remuneration policy 8 Appointment of DD Barber as member of the audit & sustainability committee 9 Appointment of JM McMahon as member of the audit & sustainability committee 10 Appointment of RT Vice as member of the audit & sustainability committee Appointment of SP Kana as member of the audit & sustainability committee SPECIAL RESOLUTIONS

18 Page 17 Fee payable to non-executice directors 13 General authority to purchase shares 14

19 Company: WBHO Page 18 AGM 11/11/2015 Re-appoint of the auditors 1 Election of Ms AN Matyumza as director 2.1 Election of Mr JM Ngobeni as director 2.2 Appointment of Ms AN Matymza as Audit committee member Appointment of Ms N Mjoli-Mncube as Audit committee member Appointment of Mr MJ Ngobeni as Audit committee member 3.3 Appointment of Mr RW Gardiner as Audit committee member 3.4 Endorsement of remuneration policy 4 Placing unissued shares under the control of the directors 5 Directors' authority to implment special and ordianry resolutions 6 SPECIAL RESOLUTIONS Approval of directors' fees for 2015/2016 financial year 1

20 Authority to provide financial assistance in terms of section 44 and 45 of the Act 2 Page 19 Amendment of memorandum of Incorporation 3 General approval to purchase company 4

21 Company: South32 Page 20 AGM 18/11/2015 Election of olani Mkhwanazi as a Director 1 Re-election of David Crawford as a Director 2 Appointment of Auditor 3 Adoption of the Remuneration Report 4 Grant of Awards to Executive Director 5 Approval of leaving entitlements 6

22 Company: Lonmin Page 21 GM 19/11/2015 To authorise the sub-division and subsequent consolidation of ordinary shares 1 To amend the Articles of Association 2 To authorise the directors to allot shares in relation to the Bapo BEE placing 3 To authorise the directors to allot shares 4 To authorise the directors to display pre-emption rights 5

23 Company: MMI Holdings Page 22 AGM 20/11/2015 Election of Ms M Vilakazi 1 Re-election of Mr FJC Truter 2.1 Aproved Re-election of Mr BJ van der Ross 2.2 Re-election of Mr KC Shubane 2.3 Aproved Re-election of Mr L Crouse 2.4 Re-election of Mr SA Muller 2.5 Aproved Re-appointment of PricewaterhouseCoopers Inc as external auditors 3 Appointment of Audit Committee Re-appointment of Mr FJC Truter 4.1 Re-appointment of Mr SA Muller 4.2 Re-appointment of Mrs F Jakoet 4.3 Approvd Re-appointment of Mr LL von Zeuner 4.4 Non-binding advisory vote on the remuneration policy 5 Appointment of director or company secretary to implement ordianary and special resolutions 6 SPECIAL RESOLUTIONS Ap;proval of directors' remuneration 1 Position

24 Chairperson of the board R Deputy chairperson of the board R Board member R Chairperson of the Audit Committee R Member R Chairperson of actuarial committee R Member R Chairperson of remuneration committee R Member R Chairperson of risk, capital and compliance committee R Member R Chairperson of social, ethics and transformation committee R Member R Chairperson of nominations committee R Member R Chairperson of fair practices committee R Member R Chairperson of board R Member R Ad hoc work (hourly) R General approval to provide financial assistance in terms of section 44 and 45 of the Companies Act 2 General approval to provide financial assistance in terms of section 44 and 45 of the Companies Act 3 Page 23

25 General approval of share buy-back 4 Page 24

26 Company: Sun International Page 25 AGM 23/11/2015 Re-election of non-executive directors retiring by rotation by way of separate resolutions 1 Mr PD Bacon 1.1 Dr NN Gwagwa 1.2 Ms LM Mojela 1.3 Election of audit committee members by way of separate resolutions Mr PD Bacon *Subject to this re-election pursuant to resolution number 1.1 above* Ms ZBM Bassa 2.2 Mr PL Campher 2.3 Mr GR Rosenthal 2.4 Endorsement of remuneration policy 3 Re-appointment of the independent external auditors 4 Authority for directors or company secretary to implement resolutions 5 Apprpved

27 SPECIAL RESOLUTIONS Page 26 Financial assistance for the subscription of securities in terms of section 44 of the Companies Act Financial assistance to related or inter-related company in terms of section 45 of the Companies Act 1 2 General authority to purchase shares 3

28 Company: Remgro Page 27 AGM 23/11/2015 Approval of annual financial statement 1 Reappointment of auditor 2 Election of director - Mr WE Buhrmann 3 Election of director - Mr GT Ferreira 4 Election of director - Mr F Robertson 5 Election of director - Mr JP Rupert 6 Election of director - Mr H wessels 7 Election of director - Ms SEN de Bruyn Sebotsa 8 Appointment of member of the Audit and Risk Committee - Mr NP Mageza 9 Appointment of member of the Audit and Risk Committee - Mr PJ Moleketi 10 Appointment of member of the Audit and Risk Committee - Mr F Robertson Appointment of member of the Audit and Risk Committee -Ms SEN de Bruyn Sebotsa Appointment of member of the Audit and Risk Committee - Mr H Wessels 13 SPECIAL RESOLUTIONS

29 Page 28 Approval of directors' remuneration 1 General authority to purchase shares 2 General authority to provide financial assistance for the subscription and/or purchase of securities in the Company or related or inter-related companies 3

30 Company: Clover Page 29 AGM 20/11/2015 Presentation of Annual Financial Statement 1 Re-election of Dr SF Booysen, who has retired by rotation, as non-executive director Re-election of Mr JNS Du Plessis, who has retired by rotation, as an independent non-executive director Re-election of Ms NV Mokhesi, who has retired by rotation, as an independent non-executive director Re-appointment of independent external auditors 5 Election of Dr SF Booysen as a member of the Independent Audit and Risk Committee 6 Election of Mr JNS Du Plessis as a member of the Independent Audit and Risk Committee 7 Election of Ms B Ngonyama as a member of the Independent Audit and Risk Committee 8 Election of Mr TA Wixley as a member of the Independent Audit and Risk Committee 9 Approval of the Clover Group Remuneration Policy 10

31 SPECIAL RESOLUTIONS Page 30 General authority to purchase shares 1 Remuneration of Non-executive Directors 2 Financial assistance in terms of section 45 of the Companies Act 3

32 Company: Woolworths Page 31 AGM 30/11/2015 Presentation of Annual Financial Statements and Reports 1 Re-election of Directors 2 Mr patrick Allaway 2.1 Mr Tom Boardman 2.2 Mr Andrew Higginson 2.3 Ms Gail Kelly 2.4 Ms Zyda Rylands 2.5 Ms Thina Siwendu 2.6 Re-appointment of auditors 3 Election of audit committee members 4 Mr Patrick Allaway 4.1 Mr Peter Bacon 4.2 Ms Zarinna Bassa 4.3 Mr Hubert Brody 4.4 Mr Andrew Higginson 4.5 Non-binding advisory resolution1 - approval of the remuneration policy 5

33 SPECIAL RESOLUTIONS Remuneration of the non-executive directors 6 Page 32 Ratification of the remuneration paid to Mr P Allaway for the quarter ended 31 Dec 2014 Ratification of the remuneration paid to Mr P Allaway in 2015 for WHL and Australian subsidiaries Ratification of the remuneration paid to Mrs G kelly in 2015 for WHL and Australian subsidiaries Ratification of fees paid to audit committee members for their attendance at Treasury Committee meetings in Approval of the remuneration for Amendments to the Memorandum of Incorporation 7 General authority to purchase shares 8 Financial assistance to related or inter-related companies or corporations 9 Issue of shares or options and grant of financial assistance in terms of the company's share based incentive schemes 10

34 Company: FirstRand Page 33 AGM 1/12/2015 Re-election of directors retiring by way of separate resolution: 1 JJ Durand 1.1 PM Goss 1.2 PK Harris 1.3 WR Jardne 1.4 EG Matenge-Sebesho 1.5 AT Nzimande 1.6 To re-elect directo who has reached age 70: VW Bartiett 1.7 Vacancies filled by the directors during the year: AP Pullinger 1.8 Vacancies filled by the directors during the year: PB Makosholo 1.9 Appointment of auditor: Deloitte & Touche 2.1 Appointment of auditor: PricewaterhouseCoopers Inc. 2.2 Advisory endorsement of remuneration policy: of remuneration on policy Endorsement 2.3 Placing the unissued ordinary shares under the control of the directors 3

35 General authority to issue authorised but unissued ordinary shares 4 Page 34 Signing authority 5 SPECIAL RESOLUTIONS General authority to purchase ordinary shares 1 Financial assistance to directors and prescribed officers as employee share scheme beneficiaries 2.1 Financial assistance to related and interrelated entities 2.2 Remuneration of non-executive directors with effect from 1 December Adoption of new Memorandum of Incorporation of the Company 4

36 Company: Sasol Page 35 AGM 4/12/2015 To elect each by way a separate vote, the following directors retiring in terms of clause of the company's memorandum of incorporation: 3 VN Fakude 3.1 MSV Gantsho 3.2 IN Mkhize 3.3 S Westwell 3.4 To appoint PricewaterhouseCoopers Inc to act as independent auditors of the company until the end of next annual general meeting 4 To elect each by way of separate vote, the members of the audit committee 5 C Beggs 5.1 NNA Matyumza 5.2 IN Mkhize (subject to her being re-elected as a director) 5.3 MJN Njeke 5.4 S Westwell (subject to him being re-elected as a director) 5.5 Advisory endorsement - to endorse, on a non-binding advisory basis, the company's remuneration policy 6

37 SPECIAL RESOLUTIONS Page 36 To approve the remuneration payable to resident non-executive directors of the company for their services as directors for the period 1 July 2015 until this resolution is replaced 7.1 To authorise the Board to approve the general repurchase by the company or purchase by any of its subsidiaries, of any of the company's ordinary shares and/or Sasol BEE ordinary shares 7.2 To authorise the Board to approve the purchase by the company (as part of the general purchaes to in accordance with special resolution number 2), of its issued shares from a director and/or a prescribed officer of the company, and/or persons related to a director or prescribed officer of the company 7.3

38 Company: African Rainbow Minerals Limited Page 37 AGM 4/12/2015 To re-elect Dr MMM Bakane-Tuoane as a Director 1 To re-elect Mr AD Botha as a Director 2 To re-elect Mr AK Maditsi as a Director 3 To re-elect Mr HL Mkatshana as a Director 4 To re-appoint Ernst & Young Inc. as external auditors and to appoint Mr LIN Tomlinson as the person designated to act on behalf of the external auditors 5 To individually elect the following Independent Non-executive Directors as members of the Audit and Risk Committee: 6 Mr TA Boardman 6.1 Mr F Abbott 6.2 Dr MMM Bakane-Tuoane 6.3 Mr AD Botha 6.4 Mr AK Maditsi 6.5 Dr RV Simelane 6.6 To endorse the Company's Remuneration Report, which includes the Remuneration Policy 7 SPECIAL RESOLUTIONS

39 Page 38 With effect from 1 July 2015, the annual retainer fees and the per Board meeting attendance fees of Non-executive Directors be increased as outlined on page 307 of this Notice of Annual General Meeting 8 With effect from 1 July 2015,the per Committee meeting attendance fees of Committee members be increased as outlined on page 308 of this Notice of Annual General Meeting 9 To authorise the Directors to cause the Company to provide financial assistance to any Company or corporation which is related or inter-related to the Company, subject to the provisions of the Companies Act 71 of 2008, as amended 10 To authorise the Directors to cause the Company to provide financial assistance by way of a loan, guarantee or the provision of security to any person who is a participant in any of the Company's share or any employee incentive schemes, subject to the provisions of the Companies Act 71 of 2008, as amended 11

40 Company: Aspen Pharmacare Holdings Limited Page 39 AGM 7/12/2015 Presentation and adoption of Annual Financial Statement 1 Presentation and noting of the Social & Ethics Committee Report 2 Election and re-election of directors 3 Roy Andersen (a) Kuseni Dlamini (b) Chris Mortimer c David redfern (d) Re-appointment of independent external auditors 4 Election of Audit & Risk Committee members 5 Roy Andersen (a) John Buchanan (b) Maureen Manyama c Sindi Zilwa (d) Place unissued ordinary shares under the control of directors 6 General but restricted authority to issue shares for cash 7

41 Page 40 Remuneration policy 8 Authorisation for an executive director to sign necessary documents 9 SPECIAL RESOLUTIONS Remuneration of non-executive directors 1 Board: Chairman (a) Board member (b) Audit & Risk Committee: Chairman (a) Committee member (b) Remuneration & Nomination Committee: Chairman (a) Committee member (b) Social & Ethics committee: Chairman (a) Committee member (b) Financial assistance to related or inter-related company 2 General authority to purchase shares 3

42 Company: ArceloMittal South Africa Limited Page 41 GM 11/12/2015 Authority granted to the directors 1 SPECIAL RESOLUTIONS Authorisation to issue Shares that will, upon issue, have more than 30% of the voting power of the Shares currently in issue 1

43 Company: Mediclinic Page 42 AGM 15/12/2015 Secondary listing of AI Noor on JSE 1 Directors' authority 2 SPECIAL RESOLUTIONS Scheme approval in terms of sections 114 and 115 of the Companies Act Assets Transfer approval in terms of section 112 and 115 of the Companies Act 1 2 Financial Assistance approval 3 Revocation of special resolution 1 and special resolution 2 and special resolution 3 4