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AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Results of the Annual General Meeting of Altron held on 17 July 2017 Results of the Annual General Meeting of Altron held on 17 July 2017 Allied Electronics Corporation Limited (Registration number 1947/024583/06) (Incorporated in the Republic of South Africa) Share code: AEL ISIN: ZAE000191342 ("Altron" or "the company") RESULTS OF THE ANNUAL GENERAL MEETING OF ALTRON HELD ON 17 JULY 2017 Altron shareholders are advised that the results of the business conducted at the annual general meeting held on Monday, 17 July 2017 at 09:30 in The Altron Boardroom, 5 Winchester Road, Parktown, Johannesburg are as follows. 1. ANNUAL FINANCIAL STATEMENTS The annual financial statements of the company, incorporating the external auditor, audit committee and directors´ reports for the year ended 28 February 2017 were presented. 2. ORDINARY RESOLUTIONS NUMBERS 1.1 TO 1.3: ELECTION OF DIRECTORS In terms of articles 25.5 and 25.6.1 of the company´s memorandum of incorporation, Mr M Nyati, Mr SW van Graan, and Mr BW Dawson, were elected by separate resolutions and each by way of a series of votes. Election of Directors For % Against % Abstain M Nyati 332 748 652 99.99 24 432 0.01 27 577 SW van Graan 332 675 875 99.97 87 115 0.03 37 671 BW Dawson 328 850 125 98.82 3 922 959 1.18 27 577 3. ORDINARY RESOLUTIONS NUMBERS 1.4 TO 1.7: RE-ELECTIONS OF DIRECTORS In terms of articles 25.6.1 and 25.17 of the company´s memorandum of incorporation, Mr MJ Leeming, Dr PM Maduna, Dr WP Venter and Mr RE Venter, retired from the board and were re-elected by separate resolutions and each by way of a series of votes, for a further term of office. Re-Election of Directors For % Against % Abstain MJ Leeming 307 361 020 99.30 2 178 616 0.70 23 261 025 PM Maduna 307 351 909 99.28 2 217 989 0.72 23 230 763 WP Venter 297 115 558 95.95 12 555 636 4.05 23 129 467 RE Venter 305 550 964 91.82 27 220 026 8.18 29 671 4. ORDINARY RESOLUTION NUMBER 2: RE-APPOINTMENT OF EXTERNAL AUDITOR KPMG Inc., upon the recommendation of the Altron audit committee, was re-appointed as the independent registered auditor of the company until the conclusion of the next annual general meeting with Mr G Stanier as the designated auditor. Re-Appointment of For % Against % Abstain KPMG Inc. 332 596 906 99.99 24 432 0.01 179 323 5. ORDINARY RESOLUTIONS NUMBERS 3.1 TO 3.3: ELECTION OF AUDIT COMMITTEE MEMBERS Messrs GG Gelink, MJ Leeming and SW van Graan, all being independent non- executive directors of the company, were each elected by way of separate resolutions and each by way of a series of votes as members of the Altron audit committee, with effect from the end of this annual general meeting. Election of Audit For % Against % Abstain Committee Members GG Gelink 332 752 852 99.99 20 232 0.01 27 577 MJ Leeming 305 600 897 98.78 3 766 981 1.22 23 432 783 SW van Graan 332 675 875 99.97 87 115 0.03 37 671 6. ORDINARY RESOLUTION NUMBER 4: APPROVAL OF ALTRON REMUNERATION POLICY The company´s remuneration policy (excluding the remuneration of the non-executive directors and the members of statutory and board committees, for their services as directors and members of committees) as set out in Altron´s 2017 remuneration report was approved by shareholders by way of a non-binding advisory vote. Altron Remuneration For % Against % Abstain Policy 307 402 368 99.35 1 998 317 0.65 23 399 976 7. ORDINARY RESOLUTION NUMBER 5: GENERAL AUTHORITY TO DIRECTORS TO ALLOT AND ISSUE AUTHORISED BUT UNISSUED A ORDINARY SHARES The general authority granted to the directors of the company to allot and issue the unissued A ordinary shares of the company, as required by and subject to Altron´s memorandum of incorporation, the requirements of the Companies Act of 2008, as amended and the JSE Listings Requirements, was approved. General Authority to For % Against % Abstain Directors to Allot and Issue Authorised but Unissued A Ordinary Shares 233 670 698 70.22 99 100 292 29.78 29 671 8. ORDINARY RESOLUTION NUMBER 7: AMENDMENT TO THE RULES OF THE ALTRON 2009 SHARE PLAN In accordance with the JSE Listings Requirements, the Altron board was authorised to amend the rules of The Altron 2009 Share Plan. General Authority to For % Against % Abstain amend The Altron 2009 Share Plan 327 863 174 98.53 4 906 916 1.47 30 571 9. SPECIAL RESOLUTION NUMBER 1: REMUNERATION OF INDEPENDENT NON- EXECUTIVE CHAIRMAN The remuneration payable to Altron´s independent non-executive chairman, Mr MJ Leeming, for his services as chairman of the company with effect from 1 September 2017, was approved. Non-Executive For % Against % Abstain Chairman´s Remuneration 332 736 746 99.99 21 046 0.01 42 869 10. SPECIAL RESOLUTION NUMBER 2: REMUNERATION OF NON-EXECUTIVE DIRECTORS The remuneration payable to Altron´s non-executive directors for their services as non- executive directors of the company with effect from 1 September 2017, was approved. Non-Executive For % Against % Abstain Directors´ Remuneration 332 736 746 99.99 21 046 0.01 42 869 11. SPECIAL RESOLUTION NUMBER 3: REMUNERATION PAYABLE TO NON- EXECUTIVE DIRECTORS PARTICIPATING IN STATUTORY AND BOARD COMMITTEES The remuneration payable to Altron´s non-executive directors for their services as non- executive directors participating in the statutory and board committees of the company with effect from 1 September 2017, was approved. Statutory and Board For % Against % Abstain Committee Remuneration 330 750 120 99.40 2 007 672 0.60 42 869 12. SPECIAL RESOLUTION NUMBER 4: REMUNERATION PAYABLE TO NON- EXECUTIVE DIRECTORS FOR PARTICIPATING IN SPECIAL / UNSCHEDULED BOARD MEETINGS AND AD-HOC STRATEGIC PLANNING SESSIONS The remuneration payable to Altron´s non-executive directors for their services as non- executive directors participating in special / unscheduled board meetings and ad hoc strategic planning sessions of the board with effect from 1 September 2017, was approved. Remuneration For Ad- For % Against % Abstain Hoc Board Meetings 332 736 746 99.99 16 846 0.01 47 069 13. SPECIAL RESOLUTION NUMBER 5: REMUNERATION PAYABLE TO NON- EXECUTIVE DIRECTORS (EXCLUDING THE ALTRON CHAIRMAN) IN EXCEPTIONAL CIRCUMSATANCES FOR ADDITIONAL WORK PERFORMED OUTSIDE OF THEIR PARTICPATION IN BOARD AND/ OR COMMITTEE MEETINGS The remuneration payable to Altron´s non-executive directors in exceptional circumstances for additional work performed outside of their participation in board and / or committee meetings with effect from 1 September 2017, was approved. Remuneration for For % Against % Abstain exceptional circumstances for additional work 260 624 565 84 49 633 322 16 22 542 774 14. SPECIAL RESOLUTION NUMBER 6: FINANCIAL ASSISTANCE TO EMPLOYEE SHARE SCHEME BENEFICIARIES AND RELATED OR INTER-RELATED COMPANIES AND CORPORATIONS The ability of the company to provide direct or indirect financial assistance to employee share scheme beneficiaries (including directors and prescribed officers) and related or inter-related companies and corporations, to the extent required by sections 44 and 45 of the Companies Act of 2008 and subject to the JSE Listings Requirements and Altron´s memorandum of incorporation, was approved. Financial Assistance For % Against % Abstain 327 437 908 98.40 5 327 233 1.60 35 520 Ordinary resolution number 6, relating to the general authority to allot and issue shares for cash, was withdrawn prior to the commencement of the annual general meeting. This was in line with feedback from the company´s shareholders who hold the view that the intrinsic value of Altron´s share exceeds its current share price. Accordingly, all the resolutions as set out in the notice of annual general meeting, save for the above withdrawal, were passed by the requisite majority of votes. The special resolutions will, to the extent necessary, be filed and registered with the Companies and Intellectual Property Commission. Johannesburg 17 July 2017 Sponsor: Investec Bank Limited Date: 17/07/2017 12:15:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.