all portfolios - perpetua website · perpetua investment managers recommendation resolution no. for...

All PortfoliosSummary of voting recommendations for the period 01 July 2018 to 30 September 2018

Company Meeting Type Date Page FOR AGAINST ABSTAIN TOTAL

Nampak Limited GM 11-Jul-18 2 2 1 0 3

Vodacom Group Limited AGM 17-Jul-18 3 13 0 0 13

Datatec Limited GM 24-Jul-18 4 2 0 0 2

Brait SE AGM 25-Jul-18 5 10 2 0 12

MediClinic International Plc AGM 25-Jul-18 6 15 6 0 21

Raubex Group Limited AGM 27-Jul-18 7 11 3 0 14

Tongaat Hulett Limited AGM 08-Aug-18 8 11 3 0 14

Spear REIT Limited AGM 10-Aug-18 9 8 5 0 13

Trencor Limited AGM 14-Aug-18 10 12 0 0 12

Master Plastics Limited AGM 15-Aug-18 11 8 5 0 13

Vodacom Group Limited GM 16-Aug-18 12 4 0 0 4

Telkom SA SOC Limited AGM 24-Aug-18 13 17 3 0 20

Naspers Limited AGM 25-Aug-18 14 26 8 0 34

Reinet Investments S.C.A AGM 28-Aug-18 15 9 1 0 10

PPC Limited AGM 30-Aug-18 16 32 4 0 36

Invicta Holdings Limited AGM 06-Sep-18 17 9 15 0 24

Peregrine Holdings Limited AGM 06-Sep-18 18 15 2 0 17

Datatec Limited AGM 20-Sep-18 19 12 1 0 13

Omnia Holdings Limited AGM 20-Sep-18 20 18 2 0 20

Royal Bafokeng Platinum Limited GM 25-Sep-18 21 6 0 0 6

ArcelorMittal South Africa Limited GM 27-Sep-18 22 2 0 0 2

1

Company: Nampak Limited

Event: GM

Date Of Meeting:

SPECIAL RESOLUTIONSPERPETUA INVESTMENT MANAGERS RECOMMENDATION

RESOLUTION NO. FOR AGAINST ABSTAIN

Authorise the Board to grant authority to the Company to

provide financial assistance to any related or inter-related

company or corporation of the Company in terms of section 45

of the Companies Act

1 X


provide financial assistance in terms of section 45 of the

Companies Act to directors or prescribed offices of the Company

or of a related or inter-related company in connection with

Nampak's exisitng share schemes

2 X


provide financial assistance in terms of section 44 of the

Companies Act

3 X

Perpetua Investment Managers Proprietary Limited is an authorised financial services provider.

11-07-2018

2

Company: Vodacom Group Limited

Event: AGM

Date Of Meeting:

ORDINARY RESOLUTIONSPERPETUA INVESTMENT MANAGERS RECOMMENDATION


Adoption of the audited consolidated annual financial

statements1 X

Election of Mr SJ Macozoma as a director 2 X

Re-election of Ms BP Mabelane as a director 3 X

Re-election of Mr DH Brown as a director 4 X

Re-election of Mr M Jospeh as a director 5 X

Appointment of PricewaterhouseCoopers Inc. as auditors of the

Company6 X

Approval of the remuneration policy 7 X

Approval of the implementation of the remuneration policy8 X

Re-election of Mr DH Brown as a member of the Audit, Risk and

Compliance Committee of the Company9 X

Election of Mr SJ Macozoma as a member of the Audit, Risk and

Compliance Committee of the Company10 X

Re-election of Ms BP Mabelane as a member of the Audit, Risk

and Compliance Committee of the Company11 X



General authority to repurchase shares in the Company 1 X

Increase in non-executive directors' fees 2 X


17-07-2018

3

Company: Datatec Limited

Event: GM

Date Of Meeting:



Authorising Resolution 1 X



General Authority to Repurchase Shares 1 X


24-07-2018

4

Company: Brait SE

Event: AGM

Date Of Meeting:



Receipt and approval of audited accounts for the financial year

ended 31 March 2018 and directors' and auditors' reports

thereon

1 X

Re-election of directors 2

Mr PJ Moleketi 2.1 X

Mr JC Botts 2.2 X

Mr AS Jacobs 2.3 X

Dr LL Porter 2.4 X

Mr CS Seabrooke 2.5 X

Mr HRW Troskie 2.6 X

Dr CH Wiese 2.7 X

Appointment of auditors 3 X

Renewal of the Company's authority to purchase its own shares

subject to various limitations4 X

Renewal of the Board's authority to issue ordinary shares 5a X

Renewal of the Board's authority to withdraw statutory pre-

emptions rights5b X


25-07-2018

5

Company: Mediclinic International Plc

Event: AGM

Date Of Meeting:



To receive the Company's annual financial statements and the

Directors' and auditors' reports1 X

To approve the Directors' Remuneration report 2 X

To declare a final dividend of 4.70 pence per ordinary share 3 X

To elect Dr Ronnie van der Merwe as a director 4 X

To elect Dr Muhadditha Al Hashimi as a director 5 X

To elect Dr Felicity Harvey as a director 6 X

To re-elect Mr Jurgens Myburgh as a director 7 X

To re-elect Dr Edwin Hertzog as a director 8 X

To re-elect Mr Jannie Durand as a director 9 X

To re-elect Mr Alan Grieve as a director 10 X

To re-elect Mr Seamus Keating as a director 11 X

To re-elect Mr Trevor Petersen as a director 12 X

To re-elect Mr Desmond Smith as a director 13 X

To re-elect Mr Danie Meintjies as a director 14 X

To re-appoint PricewaterhouseCoopers LLP as the Company's

auditors15 X

To authorise the Audit and Risk Committee to determine the

auditors' remuneration16 X

To authorise the Directors to make political donations 17 X

To authorise the Directors to allot ordinary shares 18 X



To authorise the Directors to disapply pre-emption rights 19 X

To authorise the Directors to disapply pre-emption rights for

purposes of acquisitions or capital investments20 X

To approve the reduction in minimum notice period for general

meetings (other than annual general meetings)21 X


25-07-2018

6

Company: Raubex Group Limited

Event: AGM

Date Of Meeting:



Adoption of group annual financial statements 1 X

Reappointment of independent external auditors 2 X


LA Maxwell 3.1 X

BH Kent 3.2 X

Election of audit committee members 4

LA Maxwell 4.1 X

BH Kent 4.2 X

SR Bogatsu 4.3 X

Endorsement of Raubex remuneration policy 5 X

Approval of the Raubex Group Limited long-term incentive

scheme6 X

Directors' authority to implement special and ordinary

resolutions7 X



Remuneration of non-executive directors 1 X

General authority to repurchase shares 2 X

Financial assistance to related or inter-related company 3 X

Approval of financial assistance to director - F Kenney 4 X


27-07-2018

7

Company: Tongaat Hulett Limited

Event: AGM

Date Of Meeting:



Authorising directors to give effect to all resolutions 1 X

Authorising the placing of unissued share capital under the

control of directors to a maximum of five percent of the issued

share capital 2 X

Authorising directors to issue for cash unissued shares in terms

of ordinary resolution number 2 3 X

Re-appointment of Deloitte & Touche as auditors (with Mr G

Kruger as designated auditor)4

X


MH Munro 5.1 X

TA Salomao 5.2 X

CB Sibisi 5.3 X

SG Pretorius 5.4 X

Election of Audit and Compliance Committee until the next AGM6

J John 6.1 X

SM Beesley 6.2 X

F Jakoet 6.3 X

RP Kupara 6.4 X

Non-binding advisory vote endorsing the Company's

remuneration policyX

Non-binding advisory vote endorsing the Company's

implementation reportX



Authorising the repurchase of issued ordinary shares to a

maximum of five percent in any financial year1

X

Authorising the remuneration payable to directors for their

service as directors of the Company2 X


08-08-2018

8

Company: Spear REIT Limited

Event: AGM

Date Of Meeting:



Retirement and re-election of Mr JE Allie as director 1 X

Retirement and re-election of Mr N Kjellstrom-Matseke as

director2

X

To re-appoint Mr JA Allie as member of the audit and risk

committee3

X

To re-appoint Mr BL Goldberg as member of the audit and risk

committee4

X

To re-appoint Mr N Kjellstrom-Matseke as member of the audit

and risk committee5

X

To re-appoint BDO Cape Inc. as the auditor of the company 6 X

Non-binding advisory vote on Spear's remuneration policy 7 X

Non-binding advisory vote on Spear's implementation report on

the remuneration policy8

X

General authority to issue ordinary shares for cash 9 X




Inter-company financial assistance 2 X

Financial assistance for acquisition of shares in a related or inter-

related company3

X

Share buy-back by Spear and its subsidiaries 4 X


10-08-2018

9

Company: Trencor Limited

Event: AGM

Date Of Meeting:



Election of David Nurek as director 1.1 X

Election of Eddy Oblowitz as director 1.2 X

Election of Roddy Sparks as director 1.3 X

Re-appointment of KPMG Inc as independent auditor 2 X

Election of Eddy Oblowitz as audit committee member 3.1 X

Election of Roddy Sparks as audit committee member 3.2 X

Election of Herman Wessels as audit committee member 3.3 X

Non-binding advisory vote

Endorsement of the remuneration policy of the company 1 X

Endorsement of the remuneration implementation report of the

company2 X



To approve and authorise the provision of financial assistance, as

contemplated in section 45 of the Companies Act, by the

company to related or inter-related companies

1 X

To approve the non-executive directors' remuneration, in their

capacities as directors, from 1 July 20182 X

To approve the granting of a general authority to the company

or its subsidiaries to acquire the issued shares of the company

upon such terms and conditions and in such amounts as the

directors may from time to time determine

3 X


14-08-2018

10

Company: Master Plastics Limited

Event: AGM

Date Of Meeting:



Re-election of Director retiring by rotation - Paul Botha 1.1 X

Re-election of Director retiring by rotation - Craig McDougall1.2 X

Appointment of the members of the Audit Committee - Sibongile

Masinga2.1 X

Appointment of the members of the Audit Committee - Gunter

Steffens2.2 X

Appointment of the members of the Audit Committee - Craig

McDougall2.3 X

Re-appointment of external auditors 3 X

Signature of documents 4 X

Non-binding advisory endorsement of the Company's

remuneration policy and implementation report5 X

Endorsement of the Company's remuneration policy 5.1 X

Endorsement of the Company's implementation policy 5.2 X



General approval to acquire ordinary shares 1 X

Approval of Non-Executive Directors fees 2 X

Approval of general authority to provide financial assistance to

related and inter-related parties3 X


15-08-2018

11

Company: Vodacom Group Limited

Event: GM

Date Of Meeting:



Approval of the specific issue of shares for cash 1 X

Approving the issue of the new Vodacom Group shares in terms

of the MOI2 X

Authority 3 X



Approval of financial assistance provided by the company for the

BEE transaction1 X


16-08-2018

12

Company: Telkom SA SOC Ltd

Event: AGM

Date Of Meeting:



Election of Mr S Moloko as a director 1.1 X

Election of Ms D Mokgatle as a director 1.2 X

Election of Mr S Luthuli as a director 1.3 X

Re-election of Mr N Kapila as a director 2.1 X

Re-election of Mr R Tomlinson as a director 2.2 X

Re-election of Mr G Dempster as a director 2.3 X

Election of Ms K Mzondeki as a member of the Audit Committee 3.1X

Election of Mr L Von Zeuner as a member of the Audit

Committee3.2 X

Election of Mr S Luthuli as a member of the Audit Committee

subject to his election as a director pursuant to ordinary

resolution number 1.3

3.3 X

Election of Mr G Dempster as a member of the Audit Committee



3.4 X

Election of Mr R Tomlinson as a member of the Audit Committee



3.5 X

Appointment of PricewaterhouseCoopers as a joint auditor of

the Company4.1 X

Appointment of SizweNtsalubaGobodo as a joint auditor of the

Company4.2 X

General authority for directors to allot and issue and/or grant

options over ordinary shares5 X

Approval of the remuneration policy 6.1 X

Approval of the implementation policy 6.2 X



General authority to repurchase Shares 1 X

General authority for directors to issue shares for cash 2 X


General authority to provide financial assistance 4 X


24-08-2018

13

Company: Naspers Limited

Event: AGM

Date Of Meeting:



Acceptance of annual financial statements 1 X

Confirmation and approval of payments of dividends 2 X

Reappointment of PricewaterhouseCoopers Inc. as auditor 3 X

To confirm the appointment of M R Sorour as non-executive

director4

X

To elect the following directors: 5

C L Enenstein 5.1

D G Eriksson 5.2 X

HJ du Toit 5.3 X

G Liu 5.4 X

R Oliveira de Lima 5.5 X

Appointment of the following audit committee members: 6

D G Eriksson 6.1 X

B J van der Ross 6.2 X

R C C Jafta 6.3 X

To endorse the company's remuneration policy 7 X

To approve the implementation of the remuneration policy as

set out in the implementation report8

X

Approval of general authority placing unissued shares under the

control of the directors9

X

Approval of general issue of shares for cash 10 X

Authorisation to implement all resolutions adopted at the

annual general meeting 11 X



Approval of the remuneration of the non-executive directors1

Proposed financial year 31 March 2020:

Board - chair 1.1 X

Board - member 1.2 X

Audit committee - chair 1.3 X

Audit committee - member 1.4 X

Risk Committee - chair 1.5 X

Risk Committee - member 1.6 X

Human resources and remuneration committee - chair 1.7 X

Human resources and remuneration committee - member 1.8 X

Nomination committee - chair 1.9 X

Nomination committee - member 1.10 X

Social and ethics committee - chair 1.11 X

Social and ethics committee - member 1.12 X

Trustees of group share schemes/other personnel funds 1.13 X

Approve generally the provision of financial assistance in terms

of section 44 of the Act 2 X

Approve generally the provision of financial assistance in terms

of section 45 of the Act 3 X

General authority for the company or its subsidiaries to acquire

N ordinary shares in the company 4 X

General authority for the company or its subsidiaries to acquire

A ordinary shares in the company 5 X


25-08-2018

14

Company: Reinet Investments S.C.A

Event: AGM

Date Of Meeting:



Approval of the statutory financial statements of the Company1 X

Approval of the consolidated financial statements of the

Company2 X

Approval of the proposed dividend and appropriation of

retained earnings of the Company3 X

Granting of discharge of liability to the General Partner and all

the members of the Board of Overseers for the performance of

their duties

4 X

Election of the Board of Overseers 5

Re-election of Mr John Li 5.1 X

Re-election of Mr Yves Prussen 5.2 X

Re-election of Mr Stuart Rowlands 5.3 X

To elect Mr Stuart Robertson as a member of the Board of

Overseers, with effect from 1 October 2018 for the balance of

the year ending at the next annual general meeting

5.4 X

To approve the remuneration of the Board of Overseers 6 X

Authorisation to acquire ordinary shares 7 X


28-08-2018

15

Company: PPC Ltd

Event: AGM

Date Of Meeting:



Election of Mr Johan Claassen 1 X

Election of Mr Jabu Moleketi 2 X

Election of Ms Noluvuyo Mkhondo 3 X

Election of Mr Anthony Ball 4 X

Election of Mr Ignatius Sehoole 5 X

Election of Advocate Mojankunyane Gumbi 6 X

Re-election of Mr Todd Moyo 7 X

Appointment of Deloitte & Touche as external auditor of the

company8 X

Authorise directors to fix remuneration of external auditors 9 X

Appointment to audit committee - Ms Nonkululeko Gobodo10 X

Appointment to audit committee - Mr Ignatius Sehoole 11 X

Appointment to audit committee - Ms Noluvuyo Mkhondo 12 X

Appointment to audit committee - Mr Charles Naude 13 X

Advisory vote on company's remunebration policy 14 X

Advisory vote on company's remuneration implementation

report15 X

To place unissued shares under the control of directors 16 X

General authority to issue shares for cash 17 X



To authorise the provision of financial assistance 1 X

Board - chairman 2.1 X

Board - each non-executive director 2.2 X

Audit committee - chairman 2.3 X

Audit committee - each non-executive director 2.4 X

Remuneration committee - chairman 2.5 X

Remuneration committee - each non-executive director 2.6 X

Risk and compliance committee - chairman 2.7 X

Risk and compliance committee - each non-executive director2.8 X

Social and ethics - chairman 2.9 X

Social and ethics - each non-executive director 2.10 X

Nomination - chairman 2.11 X

Nomination - each non-executive director 2.12 X

Investment committee - chairman 2.13 X

Investment committee - each non-executive director 2.14 X

Special meetings - chairman 2.15 X

Special meetings - each non-executive director 2.16 X

Lead independent non-executive director 2.17 X

Repuchase of own shares or acquisition of the company's shares

by a subsidary3 X


30-08-2018

16

Company: Invicta Holdings Limited

Event: AGM

Date Of Meeting:



Confirmation of appointment of Mr Gavin Pelser 1 X

Confirmation of appointment of Ms Nazlee Rajmohamed 2 X

Re-election of Mr Byron Nichles 3 X

Re-election of Ms Ramani Naidoo 4 X

Re-election of Mr Rashid Wally 5 X

Election of Mr David Samuels to the Audit Committee 6 X

Election of Ms Ramani Naidoo to the Audit Committee 7 X

Election of Mr Rashid Wally to the Audit Committee 8 X

Re-appointment of Deloitte & Touche as auditors 9 X

Placing shares under the control of directors 10 X

Authority of directors to issues shares for cash 11 X

Endorsement of remuneration policy 12 X

Endorsement of the remuneration implementation report 13 X



Approval of remuneration of Board Chairman - R 787 857 per

annum1.1

X

Approval of remuneration of Audit Committee Chairman - R 78

786 per annum1.2

X

Approval of remuneration of Board members - R 36 267 per

meeting1.3

X

Approval of remuneration of Audit Committee members - R 32

514 per meeting1.4

X

Approval of remuneration of Remuneration Committee

members - R 30 014 per annum1.5

X

Approval of remuneration of Remuneration Committee

members - R 30 014 per annum1.6

X

Approval of remuneration of the Invicta South Africa Holdings

Proprietary Limited board members - R 17 508 per meeting

1.7

X

General authority to repurchase ordinary shares 2 X

General authority to repurchase preference shares 3 X

Approval for the provision of financial assistance for the

subscription of shares4

X

Approval for the provision of financial assistance to related or

inter-related company5

X


06-09-2018

17

Company: Peregrine Holdings Limited

Event: AGM

Date Of Meeting:



To adopt the financial statements of the company for the year

ended 31 March 2018, including the Directors Report and the

reports of the Audit Committee and the Social and Ethics

Committee

1 X

To re-elect SA Melnick as a director of the company 2 X

To re-elect P Goetsch as a director of the company 3 X

To confirm the appointment of C Coward as a director of the

company4 X

To confirm the appointment of B Tlhabanelo as a director of the

company5 X

To re-appoint the auditors, Deloitte & Touche and Jose Lito

Sousa Nunes as the individual registered auditor and to fix their

remuneration

6 X

To appoint the following members of the Audit Committee 7

SI Stein as a member and chairman of the Audit Committee 7.1 X

S Sithole as a member of the Audit Committee 7.2 X

BC Beaver as a member of the Audit Committee 7.3 X

To place unissued shares unde the directors' control 8 X

To approve a general authority to issue shares for cash 9 X

To authorise the directors or the company secretary to sign

documents10 X

Non-binding advisory votesPERPETUA INVESTMENT MANAGERS RECOMMENDATION


Endorsement of the remuneration policy 1 X

Endorsement of the remuneration implementation report 2 X



To approve the fees payable to non-executive directors 1 X

To grant a general authority to directors to repurchase company

shares2 X

Financial assistance to related and inter-related parties 3 X


06-09-2018

18

Company: Datatec Limited

Event: AGM

Date Of Meeting:



Re-election of O Ighodaro 1 X

Re-election of NJ Temple 2 X

Election of E Singh-Bushell 3 X

Reappointment of independent auditors 4 X

Election of Audit, Risk and Compliance Committee members 5

Election of MJN Njeke 5.1 X

Election of O Ighodaro 5.2 X

Election of E Singh-Bushell 5.3 X

Non-binding advisory vote on remuneration policy 6 X

Non-binding advisory vote on remuneration implementation

report 7 X

Authority to sign all documents required 8 X



Approval of non-executive directors' fees 1 X

Authority to provide financial assistance to any Group company 2 X

General authority to repuchase shares 3 X


20-09-2018

19

Company: Omnia Holdings Limited

Event: AGM

Date Of Meeting:



Re-appointment of the auditors, together with MS T Rae being the

individual registered auditor, for the ensuing year

1

X

Ratification of conduct by board of directors 2 X

Re-election of director: Mr RB Humphris 3 X

Re-election of director: Mr FD Butler 4 X

Re-election of director: Mr R Havenstein 5 X

Re-election of director: Mr RC Bowen 6 X

Re-election of director: Ms TNM Eboka 7 X

Confirmation of appointment of new director: Ms L de Beer 8 X

Confirmation of appointment of new director: Ms TM Mokgosi-

Mwantembe9

X

Appointment of Ms L de Beer as member and chairman of the

audit committee10.1

X

Appointment of Mr RC Bowen as member of the audit committee10.2

X

Appointment of Ms TNM Eboka as member of the audit committee10.3

X

Non-binding advisory vote to support the remuneration policy11.1

X

Non-binding advisory vote to support the implentation report11.2

X

General authority to place the unissued shares under the control of

the directors12

X

Authorisation to sign documents giving effect to resolutions 13 X



Approval of non-executive directors' fees 1.1 X

Approval of chairman's fees 1.2 X

Financial assistance in terms of section 44 of the Companies Act 2.1 X

Financial assistance in terms of section 45 of the Companies Act 2.2 X


20-09-2018

20

Company: Royal Bafokeng Platinum Limited

Event: GM

Date Of Meeting:



Approval of the Acquisition 1 X

Approval of the Contract Mining and Sale of Ore Agreement and

termination of the Services Agreement2 X

Approval of the Revised Disposal of Concentrate Agreement and

termination of the Existing Disposal of Concentrate Agreement

3 X

Appointment of Mr Gordon Leslie Smith 4 X

Appointment of Mr Avischen Moodley 5 X



Section 45 approval 1 X


25-09-2018

21

Company: ArcelorMittal South Africa Limited

Event: GM

Date Of Meeting:



(Approval of Sale and Purchase of shares Agreement as a Category

1 transaction in terms of the JSE Listings Requirements)

1 X

(Authority for Directors and Company Secretary to act) 2 X


27-09-2018

22

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