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Results of the Annual General Meeting
RH BOPHELO LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2016/533398/06)
JSE & RSE Share Code: RHB, ISIN: ZAE000244737
("RHB" or "the Company")
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are referred to the detailed announcement released on SENS on Thursday, 21 August 2025,
where they were advised that Ms. Bojane Segooa has resigned as a Director of the Company and as
Chairperson of the Audit and Risk Committee with immediate effect.
Additionally, shareholders are also referred to the subsequent announcement released on SENS on 22 August
2025, where they were advised that Ordinary Resolutions 4,7 and 8, pertaining to Ms. Segooa's re-elections
have been withdrawn and therefore not proposed or voted on at the Annual General Meeting of RHB ("AGM").
Details of the results of the AGM held today, Thursday, 22 August 2025 are as follows:
- Total number of "A" ordinary shares in issue (excluding treasury shares) that could've been voted at
the AGM: 64 691 298; and
- Total number of "A" ordinary shares present in person or by proxy was 57 472 212 representing
88,84% of the total shares in issue that could've been voted.
Resolution proposed Number of For Against Abstained, in
shares voted relation to
total shares
in issue
Ordinary resolution number 1
Approval of the audited annual financial
statements for the financial year ended 28
February 2025.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 2
To re-elect Samson Moraba as an Independent
Non-Executive Director of the Company.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 3
To re-elect Dr David Sekete as an Independent
Non-Executive Director of the Company.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 4 -WITHDRAWN
To re-elect Bojane Segooa as an Independent
Non-Executive Director of the Company.
Number of shares 0 0 0 -
Percentage -% -% -% 0,00%
Ordinary resolution number 5
To elect Carmen Mpelwane as an Independent
Non-Executive Director of the Company.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 6
To elect Thanyani Mashau as an Independent
Non-Executive Director of the Company.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 7 -WITHDRAWN
To re-elect Bojane Segooa as a member of the
Audit and Risk Committee.
Number of shares 0 0 0 -
Percentage -% -% -% 0,00%
Ordinary resolution number 8 - WITHDRAWN
To re-elect Bojane Segooa as Chairperson of the
Audit and Risk Committee.
Number of shares 0 0 0 -
Percentage -% -% -% 0,00%
Ordinary resolution number 9
To re-elect Romeo Makhubela as a member of
the Audit and Risk Committee.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 10
To re-elect Carmen Mpelwane as a member of
the Audit and Risk Committee.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 11
To re-elect Dr David Sekete as a member of the
Social and Ethics Committee.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 12
To re-elect Dr David Sekete as a Chairperson of
the Social and Ethics Committee.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 13
To re-elect Samson Moraba as a member of the
Social and Ethics Committee.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 14
To re-elect Thanyani Mashau as a member of
the Social and Ethics Committee.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 15
To re-elect Quinton Zunga as a member of the
Social and Ethics Committee.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 16
To endorse, by way of a non-binding advisory
vote, the Company's Remuneration Policy.
Number of shares 57 472 212 49 006 177 8 466 035 -
Percentage 88,84% 85,27% 14,73% 0,00%
Ordinary resolution number 17
To endorse, by way of a non-binding advisory
vote, the Company's Remuneration
Implementation Report.
Number of shares 57 472 212 49 362 788 8 109 424 -
Percentage 88,84% 85,89% 14,11% 0,00%
Ordinary resolution number 18
To re-appoint Forvis Mazars South Africa as the
Company's external auditors, upon the
recommendation of the Board and Audit and
Risk Committee, with Mr Stephan Adlam as the
designated audit partner for Forvis Mazars, to
hold office until the conclusion of the next AGM
of the Company.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Ordinary resolution number 19
All the authorised but unissued "A" ordinary
shares in the capital of the Company are placed
under the control and authority of the Directors
of the Company.
Number of shares 57 472 212 52 371 932 5 100 280 -
Percentage 88,84% 91,13% 8,87% 0,00%
Ordinary resolution number 20
General authority to allot or issue all or any of
the authorised but unissued "A" ordinary shares
in the capital of the Company for cash.
Number of shares 57 472 212 52 371 932 5 100 280 -
Percentage 88,84% 91,13% 8,87% 0,00%
Ordinary resolution number 21
12 500 000 authorised but unissued "A"
ordinary shares are placed under the control of
the Directors of the Company for the specific
purpose of issuing new "A" ordinary shares on
the Rwanda Stock Exchange.
Number of shares 57 472 212 57 357 712 114 500 -
Percentage 88,84% 99,80% 0,20% 0,00%
Ordinary resolution number 22
The Directors of the Company are authorised to
allot or issue all or any of the authorised but
unissued "A" ordinary shares in the capital of
the Company for cash in terms of raising capital
on the Rwanda Stock Exchange.
Number of shares 57 472 212 57 357 712 114 500 -
Percentage 88,84% 99,80% 0,20% 0,00%
Ordinary resolution number 23
Authority for any Director and/or the Secretary
of the Company be and is authorised to sign all
documents and take actions as is necessary to
implement the above ordinary and below special
resolutions.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Special resolution number 1
Authority for the Company to remunerate its
Non-Executive Directors for their services as
Directors.
Number of shares 57 472 212 57 357 712 114 500 -
Percentage 88,84% 99,80% 0,20% 0,00%
Special resolution number 2
Authority for the Directors, in terms of and
subject to the provisions of section 45(3)(a)(ii)
of the Companies Act, as a general approval, to
cause the Company to provide direct or indirect
financial assistance.
Number of shares 57 472 212 57 357 712 114 500 -
Percentage 88,84% 99,80% 0,20% 0,00%
Special resolution number 3
Authority for the Directors in terms of and
subject to section 44(3)(a)(ii) of the Companies
Act, as a general approval, to cause the
Company to provide financial assistance.
Number of shares 57 472 212 57 357 712 114 500 -
Percentage 88,84% 99,80% 0,20% 0,00%
Special resolution number 4
Authority for the Directors in terms of the
Companies Act, to raise additional debt of up to
R100 million which can be utilised to refinance
the existing loan at more advantageous interest
rates and/or to allocate funds towards capital
expenditure purposes aligned with the strategic
vision of the Company.
Number of shares 57 472 212 57 362 712 109 500 -
Percentage 88,84% 99,81% 0,19% 0,00%
Johannesburg
22 August 2025
Company Secretary: Statucor Proprietary Limited
Sponsor South Africa: Deloitte & Touche Sponsor Services Proprietary Limited
Sponsor Rwanda: Faida Securities Rwanda Limited
Date: 22-08-2025 02:00:00
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