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

07 December 2018 - 10:59 AM
CAT CATP
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

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