Raubex : Report on Annual General Meeting proceedings and resignation of Chairman

RAUBEX GROUP LIMITED

(Incorporated in the Republic of South Africa) (Registration number 2006/023666/06)

JSE Share code: RBX

ISIN: ZAE000093183

("Raubex" or "the company" or "the group")

REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS AND RESIGNATION OF CHAIRMAN

Raubex shareholders are advised that at the annual general meeting of members held on Friday, 5 August 2022, all the ordinary and special resolutions as proposed in the notice of the annual general meeting, excluding ordinary resolution number 7, were approved by the requisite majority of members.

Ordinary resolution number 3.1 was withdrawn prior to the commencement of the meeting.

In this regard, Raubex confirms the voting statistics from the annual general meeting as follows:

	%	Number
Total number of shares that could be voted at meeting	100%	180 050 853
Total number of shares present/represented including proxies at the meeting	91%	162 951 711
as % of voteable shares
Total number of shares present/represented including proxies at the meeting	90%	162 951 711
as % of issued shares
Total number of members present in person		8

Votes for and against are in relation to the total number of shares voted at the meeting. Abstentions are in relation to the voteable shares.

	Votes in	Votes	Abstentions in	Shares voted
	Favour in	Against in	relation to
	relation to	relations to	voteable
	total number	total number	shares
	of shares	of shares
	voted	voted
Ordinary Resolution Number 1	162 722 863	100	228 748	162 722 963
Adoption of the group and holding
company audited annual financial	(100%)	(0%)	(0.13%)	(90.38%)
statements for the year ended 28
February 2022
Ordinary Resolution Number 2	117 935 206	44 993 811	22 694	162 929 017
Re-appointment of PwC as the
independent registered auditor of the	(72.38%)	(27.62%)	(0.01%)	(90.49%)
company for the ensuing financial
year, with the individual registered
auditor who will undertake the audit
during the financial year ending 28
February 2023, being L Rossouw
Ordinary Resolution Number 3.1	_	_	_	_
Re-election of F Kenney as director
(Resolution withdrawn)
Ordinary Resolution Number 3.2	99 662 095	63 266 922	22 694	162 929 017
Re-election of LA Maxwell as director
	(61.17%)	(38.83%)	(0.01%)	(90.49%)

Ordinary Resolution Number 3.3	158 774 012	4 155 005	22 694	162 929 017
Re-election of BH Kent as director
					(97.45%)	(2.55%)	(0.01%)	(90.49%)
Ordinary Resolution Number 3.4	162 928 417	600	22 694	162 929 017
Re-election of SR Bogatsu as director
					(100%)	(0%)	(0.01%)	(90.49%)
Ordinary Resolution Number 4.1	99 297 051	63 631 966	22 694	162 929 017
Re-election of LA Maxwell,
independent non-executive director, as	(60.94%)	(39.06%)	(0.01%)	(90.49%)
member of the audit committee for the
2023 financial year
Ordinary Resolution Number 4.2	153 964 498	8 964 519	22 694	162 929 017
Re-election of BH Kent, independent
non-executive director, as member of	(94.5%)	(5.5%)	(0.01%)	(90.49%)
the audit committee for the 2023
financial year
Ordinary Resolution Number 4.3	162 928 417	600	22 694	162 929 017
Re-election of SR Bogatsu,
independent non-executive director, as	(100%)	(0%)	(0.01%)	(90.49%)
member of the audit committee for the
2023 financial year
Ordinary Resolution Number 5		106 649 542	56 254 475	47 694	162 904 017
Confirmation of the appointment of
Dirk Cornelius	Lourens as	director	of	(65.47%)	(34.53%)	(0.03%)	(90.48%)
the company effective 1 August 2022
Ordinary Resolution Number 6		157 419 380	5 510 937	21 394	162 930 317
Endorsement of the company's
remuneration policy				(96.62%)	(3.38%)	(0.01%)	(90.49%)
Ordinary Resolution Number 7		100 009 469	62 919 548	22 694	162 929 017
Endorsement of the company's
remuneration implementation report	(61.38%)	(38.62%)	(0.01%)	(90.49%)
Ordinary Resolution Number 8		162 928 517	500	22 694	162 929 017
General authorisation to any director
or the company	secretary of	the	(100%)	(0%)	(0.01%)	(90.49%)
company to do all such things and sign
all such documents as may be
necessary for, or incidental to the
implementation	of	the	resolutions
passed at the meeting
Special Resolution Number 1		158 612 847	4 317 470	21 394	162 930 317
Approval of the remuneration of the
non-executive	directors	of	the	(97.35%)	(2.65%)	(0.01%)	(90.49%)
company for the 2023 financial year

Special Resolution Number 2	158 495 829	4 433 188	22 694	162 929 017
Approval of the general authority of
the company or any of its subsidiaries	(97.28%)	(2.72%)	(0.01%)	(90.49%)
from time to time, to repurchase the
company's own securities
Special Resolution Number 3	162 352 157	576 860	22 694	162 929 017
Sections 44 and 45 financial assistance
to any company or corporation which	(99.65%)	(0.35%)	(0.01%)	(90.49%)
is related or inter-related to the
company
Special Resolution Number 4	161 919 050	229 500	803 161	162 148 550
Adoption of new MOI
	(99.86%)	(0.14%)	(0.45%)	(90.06%)

The non-binding advisory vote on the company's remuneration implementation report was voted against by more than 25% of the voting rights exercised by shareholders. Consequently, the company will initiate a process to engage with the dissenting shareholders, as recommended in terms of King IV. Any shareholders who would like to participate in this engagement process are requested to advise the company secretary by e-mail at [e-mail] by Friday, 19 August 2022. Details on the consequent engagement process will be communicated to those shareholders who have indicated their interest in participating to the company secretary.

RESIGNATION OF CHAIRMAN

In compliance with paragraph 3.59 of the JSE Listings Requirements, shareholders are advised that Mr Freddie Kenney, Chairman of the board of Raubex, has decided not to put himself forward for re-election as director and Chairman of the board, and has tendered his resignation effective 5 August 2022.

Over the past 18 months Freddie has suffered two major personal tragedies, and in light of this, has requested the board to relieve him from his duties as Chairman and director to afford him personal time to grieve.

Freddie's affiliation with Raubex spans nearly 20 years having joined Raubex as non-executive director and shareholder in 2004. In 2017, Freddie succeeded Koos Raubenheimer as Chairman of the board of Raubex, a position which he has held to date.

"It has been a privilege to have served Raubex as a non-executive director, and for the past five years, Chairman. I have watched Raubex grow immensely during my tenure and I am proud of the role Raubex has played in building the South African economy. I would like to thank my fellow board members and executive management for their support over the years," Freddie said.

The board wishes to thank Freddie for his invaluable contribution, dedicated leadership and commitment to Raubex over the past 18 years, and he remains a valued shareholder of the group.

The board will make an announcement regarding the position of Chairman to be filled in due course.

Centurion

5 August 2022

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