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Home » AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Results of the Annual General Meeting of Altron held on 17 July 2017

AEL: ALLIED ELECTRONICS CORPORATION LIMITED - Results of the Annual General Meeting of Altron held on 17 July 2017

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Release Date: 
17 July 2017

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

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