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TRUWORTHS INTERNATIONAL LIMITED - results of annual general meeting

08 November 2019 - 14:26 PM
TRU
results of annual general meeting

TRUWORTHS INTERNATIONAL LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1944/017491/06)
PO Box 600, Cape Town, South Africa, 8000
JSE code: TRU; NSX code: TRW
ISIN: ZAE000028296
(Truworths or the company or the group)

RESULTS OF ANNUAL GENERAL MEETING

Truworths advises that at the annual general meeting (AGM) of the companys
shareholders (shareholders) held on Thursday, 7 November 2019, all the ordinary and
special resolutions, as set out in the notice of AGM dated Monday, 23 September 2019,
were approved by the requisite majority of shareholders present or represented. The
required special resolutions are not required to be lodged with the Companies and
Intellectual Property Commission.

The Truworths shares in issue eligible to vote at the AGM were 422 672 740 (voteable
shares). This number is calculated as the total number of Truworths shares in issue, less
repurchased shares and share scheme shares. The number of Truworths shares
represented at the AGM either by shareholders personally present, or through letters of
representation and by proxy, was 341 470 662, representing 81% of the voteable shares.

Details of the voting on the resolutions are as follows:

Item number 1: To receive and adopt the group and the company Annual Financial
Statements, which include the Directors Report and the Audit Committee Report, for the
period ended 30 June 2019

    Shares Voted           Shares Abstained            Shares For         Shares Against

    339 252 428                1 376 095              339 252 128              300

      % Voted                 % Abstained                  % For            % Against

        80.26                      0.33                    100.00              0.00


Item number 2: Election and re-election of directors

To re-elect the following retiring directors:

      Mr RG Dow

    Shares Voted           Shares Abstained            Shares For         Shares Against

    340 300 884                 327 639               292 483 337           47 817 547

      % Voted                 % Abstained                  % For            % Against

        80.51                      0.08                    85.95              14.05
   
   Mr MA Thompson

    Shares Voted         Shares Abstained               Shares For        Shares Against

    340 300 884               327 639                  300 040 484         40 260 400

      % Voted              % Abstained                    % For             % Against

        80.51                   0.08                      88.17               11.83


     Mr DN Dare

    Shares Voted         Shares Abstained              Shares For        Shares Against

    340 300 884               327 639                 338 196 232          2 104 652

      % Voted              % Abstained                   % For             % Against

        80.51                   0.08                     99.38               0.62


    Mr RJA Sparks

    Shares Voted         Shares Abstained              Shares For        Shares Against

    340 300 884               327 639                 339 224 467          1 076 417

      % Voted              % Abstained                   % For             % Against

        80.51                   0.08                     99.68               0.32


To elect the following persons who were appointed to the board during the period ended
30 June 2019:

    Ms SJ Proudfoot (as an executive director):

    Shares Voted         Shares Abstained         Shares For        Shares Against

    340 217 843               410 680             338 114 383          2 103 460

      % Voted              % Abstained              % For             % Against

        80.49                   0.10                 99.38               0.62
  
  Ms CJ Hess (as an independent non-executive director):

    Shares Voted        Shares Abstained           Shares For          Shares Against

    340 298 484              330 039              340 298 158              326

      % Voted              % Abstained                % For              % Against

        80.51                  0.08                  100.00                0.00


Item number 3: To give the directors a limited and conditional general authority over the
unissued and repurchased shares, including the authority to issue or dispose of such shares
for cash

    Shares Voted        Shares Abstained           Shares For           Shares Against

    340 298 782              329 741              312 745 835             27 552 947

      % Voted              % Abstained                % For                % Against

        80.51                  0.08                   91.90                   8.10


Item number 4*: To give a limited and conditional general authority for the company or its
subsidiaries to acquire the companys shares in issue

    Shares Voted        Shares Abstained           Shares For           Shares Against

    340 259 750              368 773              333 634 459              6 625 291

      % Voted              % Abstained                % For                % Against

        80.50                  0.09                   98.05                   1.95


Item number 5: To re-elect Ernst & Young Inc. as auditor of the group and company for the
period ending 28 June 2020 and to authorise the Audit Committee to determine the terms
and fees

    Shares Voted        Shares Abstained           Shares For           Shares Against

    340 301 182              327 341              259 561 526             80 739 656

      % Voted              % Abstained                % For                % Against

        80.51                  0.08                   76.27                  23.73


Item number 6*: To approve the proposed fees of the non-executive directors for the
12 month period from 1 January 2020 to 31 December 2020:

   Non-executive chairman

    Shares Voted        Shares Abstained      Shares For          Shares Against

    340 294 289                 334 234       339 297 691            996 598

      % Voted                 % Abstained        % For              % Against

        80.51                    0.08            99.71                 0.29


   Non-executive directors

    Shares Voted        Shares Abstained      Shares For          Shares Against

    340 294 289                 334 234       338 838 947           1 455 342

      % Voted                 % Abstained        % For              % Against

        80.51                    0.08            99.57                 0.43


   Audit Committee chairman

    Shares Voted        Shares Abstained      Shares For          Shares Against

    340 293 081                 335 442       339 288 151           1 004 930

      % Voted                 % Abstained        % For              % Against

        80.51                    0.08            99.70                 0.30


   Audit Committee member

    Shares Voted        Shares Abstained      Shares For          Shares Against

    340 293 081                 335 442       340 280 321             12 760

      % Voted                 % Abstained        % For              % Against

        80.51                    0.08            100.00                0.00


   Remuneration Committee chairman

    Shares Voted        Shares Abstained      Shares For          Shares Against

    340 293 081                 335 442       340 286 410             6 671

      % Voted                 % Abstained        % For              % Against

        80.51                    0.08            100.00                0.00
  
   Remuneration Committee member

    Shares Voted       Shares Abstained       Shares For         Shares Against

    340 293 081             335 442           340 286 410             6 671

      % Voted             % Abstained           % For               % Against

       80.51                  0.08              100.00                0.00


   Risk Committee member (non-executive only)

    Shares Voted       Shares Abstained       Shares For         Shares Against

    340 293 081             335 442           339 288 151          1 004 930

      % Voted             % Abstained           % For              % Against

       80.51                  0.08               99.70                0.30


   Nomination Committee chairman

    Shares Voted       Shares Abstained          Shares For      Shares Against

    340 293 081             335 442              340 286 410          6 671

      % Voted             % Abstained              % For            % Against

       80.51                  0.08                 100.00              0.00


   Nomination Committee member

    Shares Voted       Shares Abstained          Shares For      Shares Against

    340 293 081             335 442              340 280 321         12 760

      % Voted             % Abstained              % For           % Against

       80.51                  0.08                 100.00             0.00


   Social and Ethics Committee chairman

    Shares Voted       Shares Abstained          Shares For       Shares Against

    340 293 081             335 442              339 288 151         1 004 930

      % Voted             % Abstained              % For            % Against

       80.51                  0.08                  99.70              0.30
   
   Social and Ethics Committee member (non-executive only)

    Shares Voted        Shares Abstained           Shares For       Shares Against

    340 293 081              335 442              339 288 151         1 004 930

      % Voted              % Abstained                % For            % Against

       80.51                   0.08                   99.70              0.30


Item number 7: To confirm the appointment of the following qualifying independent
non-executive directors to the companys Audit Committee for the period until the next AGM:

   Mr RJA Sparks

    Shares Voted        Shares Abstained           Shares For           Shares Against

    340 299 581              328 942              338 582 993              1 716 588

      % Voted              % Abstained                % For                % Against

       80.51                   0.08                   99.50                   0.50


   Mr MA Thompson

    Shares Voted        Shares Abstained           Shares For           Shares Against

    340 299 676              328 847              244 178 735             96 120 941

      % Voted              % Abstained                % For                % Against

       80.51                   0.08                   71.75                  28.25


   Mr RG Dow

    Shares Voted        Shares Abstained           Shares For           Shares Against

    340 299 676              328 847              238 600 596             101 699 080

      % Voted              % Abstained                % For                % Against

       80.51                   0.08                   70.11                  29.89

Item number 8: To approve by way of non-binding advisory votes the groups remuneration
policy and implementation report as set out in the groups 2019 Integrated Annual Report:

   Remuneration policy

    Shares Voted          Shares Abstained        Shares For          Shares Against

    340 294 384               334 139            228 972 250            111 322 134

      % Voted               % Abstained             % For                % Against

        80.51                   0.08                 67.29                   32.71


   Implementation report

    Shares Voted          Shares Abstained        Shares For          Shares Against

    340 300 384               328 139            275 430 842             64 869 542

      % Voted               % Abstained             % For                % Against

        80.51                   0.08                 80.94                 19.06


Item number 9: To consider the report of the Social and Ethics Committee for the period
ended 30 June 2019 as published on the groups website

    Shares Voted          Shares Abstained        Shares For          Shares Against

    338 053 983              2 574 540           338 042 523               11 460

      % Voted               % Abstained             % For                % Against

        79.98                   0.61                100.00                  0.00



Item number 10: To confirm the appointment of the following qualifying directors to the
companys Social and Ethics Committee for the period until the next AGM:

   Mr MA Thompson

    Shares Voted          Shares Abstained        Shares For          Shares Against

    340 304 484               324 039            318 970 033             21 334 451

      % Voted               % Abstained             % For                % Against

        80.51                   0.08                 93.73                  6.27
  
   Ms M Makanjee

    Shares Voted         Shares Abstained         Shares For           Shares Against

    340 304 484                  324 039          339 282 843             1 021 641

        % Voted             % Abstained              % For                % Against

         80.51                    0.08               99.70                   0.30


   Mr DB Pfaff

    Shares Voted         Shares Abstained         Shares For           Shares Against

    340 304 484                  324 039          339 099 212             1 205 272

        % Voted             % Abstained              % For                % Against

         80.51                    0.08               99.65                   0.35


Item number 11*: To approve the provision of financial assistance by the company, as
authorised by the board, to group entities in accordance with the Companies Act (No. 71 of
2008, as amended)

    Shares Voted         Shares Abstained         Shares For           Shares Against

    340 300 884                  327 639          338 282 023             2 018 861

        % Voted             % Abstained              % For                % Against

         80.51                    0.08               99.41                   0.59


Notes

* denotes a special resolution

    -   The percentage of shares voted is calculated by dividing the number of shares
        represented at the AGM (excluding shares abstained) by the voteable shares.
    -   The percentages of shares voted for and against are calculated in relation to the
        number of shares represented at the AGM, (excluding shares abstained).
    -   The percentage of shares abstained is calculated in relation to the number of
        voteable shares.

Remuneration Policy and Implementation Report

The company advises that notwithstanding that both its remuneration policy and the
implementation report in respect of such policy were approved at its 2018 AGM held in
October 2018, with votes of 75.00% and 79.66% in favour respectively, the company
continued its engagement with shareholders regarding their concerns and suggestions for
improvement.
During the course of 2019 the company undertook a comprehensive review of its
remuneration policies and practices in consultation with independent professional
remuneration advisers, and brought about a number of material changes thereto.
Engagement thereon was thereafter conducted with shareholder advisory firms and key
shareholders regarding the enhanced remuneration policy and its implementation.

Therefore the company is pleased with the 80.94% non-binding advisory vote achieved at
the 2019 AGM held yesterday in favour of the implementation report. However in respect of
its remuneration policy, the company received an unexpected result of 67.29% on the non-
binding advisory vote in favour of its remuneration policy.

The company has established communication channels with shareholder advisory firms and
with shareholders, and will continue with its constructive engagement process. It will
endeavour on an ongoing basis to align its remuneration policy with changing shareholder
expectations, good governance principles, and domestic and international remuneration
trends. At the same time it will ensure that it has in place a policy that will attract, reward and
retain top retail talent with a view to generating sustainable wealth for shareholders over the
long term.

Shareholders are therefore invited to inform the company of their reasons for voting against
its remuneration policy at the AGM by corresponding by email with the company secretary,
Chris Durham (cdurham@truworths.co.za) by 22 November 2019.


Cape Town
8 November 2019

Sponsor in South Africa
One Capital

Sponsor in Namibia
Merchantec Capital

Date: 08/11/2019 03:26:00
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