All Portfolios Summary of voting recommendations for the period 1 July 2013 to 30 September 2013

Transcription

1 All Portfolios Summary of voting recommendations for the period 1 July 2013 to 30 September 2013 Company Meeting Type Date Page Illovo Sugar Limited AGM 17-Jul-13 2 Vodacom Group Limited AGM 18-Jul-13 4 Mediclinic International Limited AGM 25-Jul-13 6 SABMiller plc AGM 25-Jul-13 8 Tongaat Hulett AGM 31-Jul Investec Limited AGM 8-Aug Business Connexion Group Limited GM 30-Aug Datatec Limited AGM 10-Sep Telkom SA SOC Limited AGM 27-Sep-13 21

2 Company: Illovo Sugar Limited Page 2 Event: AGM Date Of Meeting: 17/07/2013 ORDINARY RESOLUTIONS Re-election of non-executive directors 1 D G MacLeod 1.1 X Approved P A Lister 1.2 X Approved Dr D Konar 1.3 X Approved C W N Molope 1.4 X Approved Appointment of the members of the Audit Committee 2 X Approved Appointment of Deloitte & Touche as independent registered auditor 3 X Approved Non-binding advisory approval of the remuneration policy 4 X Approved Authority to implement the ordinary resolutions and special resolutions passed at the annual general meeting 5 X Approved

3 SPECIAL RESOLUTIONS Approval of non-executive directors fees 1 X Approved Page 3 Approval of financial assistance to related or inter-related companies, corporations or other legal entities 2 X Approved Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

4 Company: Vodacom Group Limited Page 4 Event: AGM Date Of Meeting: 18/07/2013 ORDINARY RESOLUTIONS Adoption of audited consolidated annual financial statements 1 X Approved Election of Ms YZ Cuba as a director 2 X Approved Election of Mr MS Aziz Joosub as a director 3 X Approved Election of Mr JWL Otty as a director 4 X Approved Election of Ms S Timuray as a director 5 X Approved Re-election of Mr PJ Moleketi as a director 6 X Approved Re-election of Mr NJ Read as a director 7 X Approved Re-appointment of Deloitte & Touche as auditors of the company 8 X Approved Approval of the remuneration policy 9 X Approved Re-election of Mr DH Brown as a member of the Audit, Risk and Compliance Committee of the Company Re-election of Mr PJ Moleketi as a member of the Audit, Risk and Compliance Committee of the Company Election of YZ Cuba as a member of Audit, Risk and Compliance Committee of the Company 10 X Approved 11 X Approved 12 X Approved

5 SPECIAL RESOLUTIONS Financial assistance to related or inter-related companies 1 X Approved General authority to repurchase shares in the Company 2 X Approved Increase in non-executive directors' fees 3 X Approved Page 5 Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

6 Company: Mediclinic International Limited Page 6 Event: AGM Date Of Meeting: 25/07/2013 ORDINARY RESOLUTIONS Consideration of annual financial statements 1 X Approved Re-appointment of external auditor 2 X Approved Re-election of directors: 3 JA Grieve 3.1 X Approved N Mandela 3.2 X Approved TD Petersen 3.3 X Approved PJ Uys 3.4 X Approved DK Smith 3.5 X Approved RE Leu 3.6 X Approved Election of independent Audit and Risk Committee: 4 DK Smith 4.1 X Approved JA Grieve 4.2 X Approved TD Petersen 4.3 X Approved AA Raath 4.4 X Approved Non-binding advisory vote on Group Remuneration Policy 5 X Approved General authority to place shares under control of the directors 6 X Approved General authority to issue shares for cash 7 X Approved

7 SPECIAL RESOLUTIONS Page 7 Approval of non-executive directors remuneration 2012/ X Approved Approval of non-executive directors remuneration 2013/ X Approved General authority to repurchase shares 3 X Approved General authority to provide financial assistance to related and inter-related companies and corporations 4 X Approved Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

8 Company: SABMiller plc Page 8 Event: AGM Date Of Meeting: 25/07/2013 ORDINARY RESOLUTIONS To receive and adopt the financial statements for the year ended 31 March 2013, together with the reports of the directors and auditors therein To receive and, if thought fit, to approve the Directors Remuneration Report 2013 contained in the Annual Report for the year ended 31 March X Approved 2 X Approved To elect Mr G R Elliott as a director of the Company 3 X Approved To re-elect Mr M H Armour as a director of the Company 4 X Approved To re-elect Mr G C Bible as a director of the Company 5 X Approved To re-elect Mr A J Clark as a director of the Company 6 X Approved To re-elect Mr D S Devitre as a director of the Company 7 X Approved To re-elect Ms L M S Knox as a director of the Company 8 X Approved To re-elect Mr E A G Mackay as a director of the Company 9 X Approved To re-elect Mr P J Manser as a director of the Company 10 X Approved

9 Page 9 To re-elect Mr J A Manzoni as a director of the Company 11 X Approved To re-elect Mr M Q Morland as a director of the Company 12 X Approved To re-elect Dr D F Moyo as a director of the Company 13 X Approved To re-elect Mr C A Pérez Dávila as a director of the Company 14 X Approved To re-elect Mr A Santo Domingo Dávila as a director of the Company 15 X Approved To re-elect Ms H A Weir as a director of the Company 16 X Approved To re-elect Mr H A Willard as a director of the Company 17 X Approved To re-elect Mr J S Wilson as a director of the Company 18 X Approved To declare a final dividend of 77 US cents per share 19 X Approved To re-appoint PricewaterhouseCoopers LLP as auditors of the Company, to hold office until the conclusion of the next general meeting at which accounts are laid To authorise the directors to determine the remuneration of the auditors To give a general power and authority to the directors to allot shares 20 X Approved 21 X Approved 22 X Approved

10 Page 10 SPECIAL RESOLUTIONS To give a general power and authority to the directors to allot shares for cash otherwise than pro rata to all shareholders To give a general authority to the directors to make market purchases of ordinary shares of US$0.10 each in the capital of the Company 1 X Approved 2 X Approved To approve the calling of the general meetings, other than an annual general meeting, on not less than 14 clear days' notice 3 X Approved Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

11 Company: Tongaat Hulett Page 11 Event: AGM Date Of Meeting: 31/07/2013 ORDINARY RESOLUTIONS Adoption o f financial statements 1 X Approved R e-appointment of Deloitte & Touche as auditors (with Mr W Moodley as designated auditor) 2 X Approved R e-election of directors: 3 J John 3.1 X Approved R P Kupara 3.2 X Approved A A Maleiane 3.3 X Approved M H Munro 3.4 X Approved Election of Audit and Compliance Committee until the next AGM: 4 J John 4.1 X Approved F Jakoet 4.2 X Approved R P Kupara 4.3 X Approved Authorising directors to give effect to Special Resolution No.1 Authorising the placing of unissued share capital under the control of directors to a maximum of five percent of the issued share capital Authorising directors to issue for cash unissued shares in terms of Ordinary Resolution No X Approved 6 X Approved 7 X Approved

12 SPECIAL RESOLUTIONS Page 12 Authorising the repurchase of issued ordinary shares to a maximum of five percent in any year Authorising the remuneration payable to directors for their service as directors of the company Giving authority to directors to authorise the company, which acts, inter alia, as treasury manager to its subsidiaries and associates, to provide funding assistance as per section 45 of the Companies Act Non-binding advisory vote endorsing the company s remuneration policy 1 X Approved 2 X Approved 3 X Approved 4 X Approved Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

13 Company: Investec Limited Page 13 Event: AGM Date Of Meeting: 8/8/2013 ORDINARY RESOLUTIONS To re-elect George Francis Onslow Alford as a director of Investec plc and Investec Limited. To re-elect Glynn Robert Burger as a director of Investec plc and Investec Limited. To re-elect Cheryl Ann Carolus as a director of Investec plc and Investec Limited. To re-elect Peregrine Kenneth Oughton Crosthwaite as a director of Investec plc and Investec Limited. To re-elect Olivia Catherine Dickson as a director of Investec plc and Investec Limited. To re-elect Hendrik Jacobus du Toit as a director of Investec plc and Investec Limited. 1 X Approved 2 X Approved 3 X Approved 4 X Approved 5 X Approved 6 X Approved To re-elect Bradley Fried as a director of Investec plc and Investec Limited. 7 X Approved To re-elect Haruko Fukuda, OBE as a director of Investec plc and Investec Limited. To re-elect Bernard Kantor as a director of Investec plc and Investec Limited. 8 X Approved 9 X Approved

14 Page 14 To re-elect Ian Robert Kantor as a director of Investec plc and Investec Limited. To re-elect Stephen Koseff as a director of Investec plc and Investec Limited. To re-elect Mangalani Peter Malungani as a director of Investec plc and Investec Limited. To re-elect Sir David Prosser as a director of Investec plc and Investec Limited. To re-elect Peter Richard Suter Thomas as a director of Investec plc and Investec Limited. To re-elect Fani Titi as a director of Investec plc and Investec Limited. To elect David Friedland, whose appointment as a director of Investec plc and Investec Limited, terminates at the end of the annual general meeting. 10 X Approved 11 X Approved 12 X Approved 13 X Approved 14 X Approved 15 X Approved 16 X Approved To approve the dual listed companies ( DLC ) remuneration report for the year ended 31 March To present the DLC report by the chairman of the audit committee for the year ended 31 March To present the DLC report by the chairman of the social and ethics committee for the year ended 31 March X Approved 18 No vote required Approved 19 No vote required Approved Authority to take action in respect of the resolutions. 20 X Approved

15 Page 15 To present the audited financial statements of Investec Limited for the year ended 31 March 2013, together with the reports of the directors and the auditors. To sanction the interim dividend paid by Investec Limited on the ordinary shares in Investec Limited for the 6 (six) month period ended 30 September To sanction the interim dividend paid by Investec Limited on the dividend access (South African Resident) redeemable preference share ( SA DAS share ) for the 6 (six) month period ended 30 September No vote required Approved 22 X Approved 23 X Approved Subject to the passing of resolution No. 44 to declare a final dividend on the ordinary shares and the SA DAS share in Investec Limited for the year ended 31 March To re-appoint Ernst & Young Inc. as joint auditors of Investec Limited. 24 X Approved 25 X Approved To re-appoint KPMG Inc. as joint auditors of Investec Limited. Directors authority to issue up to 5% of the unissued ordinary shares. Directors authority to issue the unissued variable rate, cumulate, redeemable preference shares. Directors authority to issue the unissued non-redeemable, noncumulative, nonparticipating preference shares and the special convertible redeemable preference shares. Directors authority to issue the unissued special convertible redeemable preference shares. Directors authority to allot and issue ordinary shares for cash in respect of 5% of the unissued ordinary shares. 26 X Approved 27 X Approved 28 X Approved 29 X Approved 30 X Approved 31 X Not Approved Directors authority to allot and issue the new non-redeemable, non-cumulative, nonparticipating preference shares. 32 X Approved

16 Page 16 SPECIAL RESOLUTIONS Directors authority to acquire ordinary shares. 1 X Approved Financial assistance. 2 X Approved Directors remuneration. 3 X Approved Amendment to Memorandum of Incorporation ( MoI ). 4 X Approved Deletion of clause 3.2 of the MoI. 5 X Approved Amendment to clauses 34.2, 153.1(g) and 155.2(j) of the MoI. 6 X Approved Increase in authorised share capital. 7 X Approved Amendment to Annexure A of the MoI. 8 X Approved Amendment to the MoI. 9 X Approved Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

17 Company: Business Connexion Group Limited Page 17 Event: GM Date Of Meeting: 30/08/2013 ORDINARY RESOLUTIONS Delisting in terms of paragraph 1.14 and 1.15 of the Listings Requirements Adoption of the Proposed New Share Incentive Plans in terms of Schedule 14 of the Listings Requirements 1 X Approved 2 X Approved Signature of documentation 3 X Approved

18 SPECIAL RESOLUTIONS Page 18 Specific repurchase in terms of paragraph 5.69 of the Listings Requirements (excluding Eligible Shareholders vote) 1 X Approved Repurchase of greater than 5% of the Eligible A Shares in terms of section 48(8)(b) of the Companies Act and repurchase of Eligible A Shares from a Director in terms of section 48(8)(a) of the Companies Act Financial Assistance in terms of section 44 and section 45 of the Companies Act Shareholder approval for the issuing of shares in certain cases 2 X Approved 3 X Approved 4 X Approved Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

19 Company: Datatec Limited Page 19 Event: AGM Date Of Meeting: 10/9/2013 ORDINARY RESOLUTIONS Presentation of annual financial statements 1 X Approved Re-election of O Ighodaro 2 X Approved Re-election of JP Montanana 3 X Approved Re-election of N Temple 4 X Approved Reappointment of independent auditors 5 X Approved Election of Audit, Risk and Compliance Committee members: 6 Election of CS Seabrooke 6.1 X Approved Election of LW Nkuhlu 6.2 X Approved Election of O Ighodaro 6.3 X Approved Election of SJ Davidson 6.4 X Approved Non-binding advisory vote on remuneration policy 7 X Approved Authority to sign all documents required 8 X Approved

20 SPECIAL RESOLUTIONS Approval of non-executive directors fees 1 X Approved Page 20 Authority to provide financial assistance to any group company 2 X Approved General authority to repurchase shares 3 X Approved Proposed amendment to paragraph of the MoI 4 X Approved Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

21 Company: Telkom SA SOC Limited Page 21 Event: AGM Date Of Meeting: 27/9/2013 ORDINARY RESOLUTIONS Election of Mr J Mabuza as a director 1 X Approved Election of Mr. SN Maseko as a director 2 X Approved Election of Ms K Mzondeki as a director 3 X Approved Election of Mr L Maasdorp as a director 4 X Approved Election of Mr L Von Zeuner as a director 5 X Approved Election of Ms F Petersen as a director 6 X Approved Election of Ms S Botha as a director 7 X Approved Election of Ms K Kweyama as a director 8 X Approved Election of Dr C Fynn as a director 9 X Approved

22 Page 22 Re-election of Mr J Schindehütte as a director 10 X Approved Re-election of Mr I Kgaboesele as a director 11 X Approved Re-election of Mr N Kapila as a director 12 X Approved Re-election of Mr J Molobela as a director 13 X Resolution withdrawn Election of Mr I Kgaboesele as a member of the Audit Committee 14 X Approved Election of Ms K Mzondeki as a member of the Audit Committee 15 X Approved Election of Ms F Petersen as a member of the Audit Committee Election of Mr L Von Zeuner as a member of the Audit Committee 16 X Approved 17 X Approved Re-appointment of Ernst & Young as auditors of the Company 18 X Approved General authority to Directors to allot and issue ordinary shares 19 X Approved

23 SPECIAL RESOLUTIONS Repurchase of Shares 1 X Approved Authority to Directors to issue Equity Securities for cash 2 X Approved Page 23 Determination and Approval of the Remuneration of Nonexecutive Directors 3 X Approved Financial Assistance to Subsidiaries and Other Related Entities or Interrelated Entities and to Directors and Prescribed Officers and Other Persons who may participate in the Employee Forfeitable Share Plan or any other employee share scheme 4 X Approved Adoption of Employee Forfeitable Share Plan 5 X Approved Amendment of the Company s Memorandum of Incorporation Substitution of Clause X Approved Amendment of the Company s Memorandum of Incorporation Substitution of Clause X Approved Amendment of the Company s Memorandum of Incorporation Substitution of Clause X Approved Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.