AVENG LIMITED - Results Of Annual General Meeting24 Nov 2017
AEG 201711240056A
Results Of Annual General Meeting

AVENG LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 1944/018119/06)
ISIN: ZAE000111829
SHARE CODE: AEG
("Aveng" or "the Group")

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that at the annual general meeting held today, the requisite majority of
shareholders approved all the ordinary and special resolutions, as set out in the notice of annual
general meeting. There were 416,670,931 ordinary shares in issue as at the date of the annual general
meeting.

The voting results of the resolutions were as follows:




1    Ordinary resolution 1.1: Re-election of director – Mr Peter Erasmus
                    For                    Against              Abstain            Shares voted

               332 310 658                4 812 233             878 794            337 122 891

                  98.57%                    1.43%               0.21%                 80.91%



2    Ordinary resolution 1.2: Re-election of director – Ms Kholeka Mzondeki
                   For                    Against                Abstain           Shares voted

               334 961 174                2 117 208             923 303            337 078 382

                  99.37%                    0.63%               0.22%                 80.90%



3    Ordinary resolution 1.3: Re-election of director – Mr Adrian Macartney
                   For                    Against                 Abstain          Shares voted

               334 826 583                2 296 508             878 594            337 123 091

                  99.32%                    0.68%               0.21%                 80.91%



4    Ordinary resolution 2.1: Election of audit committee member – Mr Peter Erasmus
                   For                     Against             Abstain             Shares voted

               333 925 389                3 197 702             878 594            337 123 091

                  99.05%                    0.95%               0.21%                 80.91%



5    Ordinary resolution 2.2: Election of audit committee member – Mr Philip Hourquebie
                   For                     Against             Abstain              Shares voted

               336 628 472                 489 619              883 594            337 118 091

                  99.85%                    0.15%               0.21%                 80.91%
6    Ordinary resolution 2.3: Election of audit committee member – Ms Kholeka Mzondeki
                   For                     Against             Abstain            Shares voted

              336 615 414                502 677                883 594               337 118 091

                 99.85%                   0.15%                 0.21%                   80.91%



7    Ordinary resolution 3: Reappointment of external auditors
                   For                  Against                Abstain               Shares voted

              244 490 501              92 580 038               931 146               337 070 539

                 72.53%                  27.47%                 0.22%                   80.90%



8    Ordinary resolution 4: Approval of remuneration policy
                   For                    Against               Abstain              Shares voted

              205 830 396              131 905 632              265 657               337 736 028

                 60.94%                  39.06%                 0.06%                   81.06%



9    Ordinary resolution 5: Approval of remuneration report
                   For                    Against               Abstain              Shares voted

              215 325 552              121 771 754              904 379               337 097 306

                 63.88%                  36.12%                 0.22%                   80.90%



10   Special resolution 1: General authority to repurchase shares
                    For                    Against               Abstain             Shares voted

              337 001 633                145 758                854 294               337 147 391

                 99.96%                   0.04%                 0.21%                   80.91%



11   Special resolution 2: Non-executive directors’ remuneration
                    For                   Against                Abstain             Shares voted

              337 047 327                689 501                264 857               337 736 828

                 99.80%                   0.20%                 0.06%                   81.06%



12   Special resolution 3: Non-executive directors’ remuneration
                    For                   Against                Abstain             Shares voted

              337 047 327                689 501                264 857               337 736 828

                 99.80%                   0.20%                 0.06%                   81.06%



13   Special resolution 4: Financial assistance to related and inter-related companies
                    For                     Against                Abstain             Shares voted

              337 104 098                261 250                636 337               337 365 348

                 99.92%                   0.08%                 0.15%                   80.97%
 14    Ordinary resolution 6: Signing authority
                     For                    Against               Abstain              Shares voted

                337 107 841                15 050                878 794               337 122 891

                  100.00%                   0.00%                 0.21%                  80.91%




Shareholders are further advised that due to ordinary resolutions number 4 and 5 which relate to the non-
binding advisory votes on the remuneration policy and the implementation of the remuneration policy
being voted against by more than 25% of Aveng shareholders present in person or represented by proxy
at the AGM, the Board has committed itself to continue to engage with the dissenting shareholders. The
manner and timing of such engagement has not as yet been finalised, and, Aveng will issue a further
announcement shortly including such details.

Additionally, the Remuneration Committee members recently met with some of our major shareholders to
discuss the once-off Remuneration Policy and have comitted to consult further in respect of the 2019
policy prior to it being finalised and publishied in next year’s Integrated Report.

CHANGES TO THE BOARD OF DIRECTORS: RESIGNATION OF NON-EXECUTIVE DIRECTORS

In compliance with Section 3.59 of the JSE Limited Listings Requirements, shareholders are advised that
non-executive directors, Mr Mahomed Seedat and Ms Thoko Mokgosi-Mwantembe have resigned from
the Board of directors of Aveng at today’s Annual General Meeting.

The Chairman and the Board wish to thank them for their contribution to the Group and wish them all the
best for their future.



Jet Park, Boksburg
24 November 2017

JSE Sponsor
UBS South Africa Proprietary Limited

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