Shareholder Triumph: Italtile’s AGM Resolutions Score Big Wins

In a significant development for Italtile Limited, the company’s recent Annual General Meeting, held on November 9, 2023, witnessed a remarkable show of support from shareholders. All the resolutions outlined in the meeting’s notice were passed with an overwhelming majority, underscoring confidence in the company’s leadership and strategic direction.

Strong Shareholder Turnout

Shareholders demonstrated their commitment to Italtile by actively participating in the Annual General Meeting. A substantial 88.59% of the total issued share capital of the company’s shares, equivalent to 1,170,903,459 shares, were voted on either in person or by proxy. This high level of engagement signifies the importance that investors place on the company’s decisions and governance.

Re-election of Directors

The first set of resolutions pertained to the re-election of directors, an essential element in corporate governance. Shareholders voiced their confidence in the existing board members, re-electing them with significant support.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
Re-election of Mr. G A M Ravazzotti	1,165,300,039	88.17	98.64	1.36	0.42
Re-election of Ms. S M du Toit	1,165,300,039	88.17	90.96	9.04	0.42
Re-election of Mr. S G Pretorius	1,165,300,039	88.17	92.17	7.83	0.42
Re-election of Ms. L C Prezens	1,165,300,039	88.17	100.00	0.00	0.42

All four directors, including Mr. G A M Ravazzotti, Ms. S M du Toit, Mr. S G Pretorius, and Ms. L C Prezens, received strong backing from shareholders. Ms. L C Prezens, in particular, received unanimous support with 100% of votes in her favor.

Reappointment of External Auditors

The resolution for the reappointment of external auditors also saw unanimous approval from shareholders.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
Reappointment of external auditors	1,049,304,137	79.39	100.00	0.00	0.42

The reappointment of external auditors was supported by 100% of shareholders who voted, signaling the trust placed in the company’s choice of auditors.

Election of Audit and Risk Committee Members

Shareholders participated actively in electing members to the Audit and Risk Committee. This committee plays a crucial role in ensuring financial transparency and risk management within the company.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
Election of Ms. S M du Toit	1,165,300,039	88.17	90.96	9.04	0.42
Election of Ms. N P Khoza	1,165,300,039	88.17	100.00	0.00	0.42
Election of Mr. S G Pretorius	1,165,300,039	88.17	91.86	8.14	0.42
Election of Ms. L C Prezens	1,165,300,039	88.17	100.00	0.00	0.42

Members of the Audit and Risk Committee were elected with strong support from shareholders. Ms. N P Khoza received unanimous backing with 100% of the votes in her favor.

Remuneration Policy and Implementation Report

The non-binding advisory endorsement of the company’s Remuneration Policy and Implementation Report also came under scrutiny, and shareholders expressed their opinions.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
Endorsement of the Company’s Remuneration Policy	1,049,304,137	79.39	94.96	5.04	0.42
Endorsement of the Company’s Implementation Report	1,049,304,137	79.39	88.37	11.63	0.42

While both resolutions received majority support, the Endorsement of the Company’s Remuneration Policy enjoyed higher backing with 94.96% of votes in favor. The Implementation Report also garnered significant support, with 88.37% of votes in favor.

Authorization for Unissued Shares

The resolution regarding unissued shares being placed under the control of the directors drew attention from shareholders.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
Unissued shares to be placed under the control of the directors	1,049,304,137	79.39	84.04	15.96	0.42

The resolution to authorize the placement of unissued shares under the control of the directors received approval from 84.04% of shareholders who voted.

General Authority to Issue Shares

The resolution granting general authority to issue shares and sell treasury shares for cash also went through the shareholder voting process.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
General authority to issue shares	1,049,304,137	79.39	92.35	7.65	0.42

The resolution to grant general authority for issuing shares and selling treasury shares for cash received 92.35% support from shareholders who voted.

Acquisition of Own Securities

Special Resolution No 1, concerning the acquisition of the company’s own securities, garnered significant support from shareholders.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
Acquisition of own securities	1,049,304,137	79.39	99.43	0.57	0.42

The resolution for the acquisition of own securities was overwhelmingly endorsed, with 99.43% of votes in favor.

Financial Assistance to Related and Inter-related Entities

Special Resolution No 2 dealt with providing financial assistance to related and inter-related entities.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
Financial assistance to related and inter-related entities	1,127,727,206	85.33	96.05	3.95	0.42

The resolution received strong support, with 96.05% of votes in favor, highlighting shareholders’ approval of the company’s strategic decisions.

Approval of Non-Executive Directors’ Remuneration

Special Resolution No 3 revolved around the approval of non-executive directors’ remuneration.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
Approval of non-executive directors’ remuneration	1,165,300,039	88.17	93.93	6.07	0.42

The resolution was approved by 93.93% of shareholders, indicating their support for the proposed remuneration package.

Authority to Sign Documentation

The final ordinary resolution, Ordinary Resolution No 7, sought authority to sign documentation.

Resolution	Number of Shares Voted	% of Shares in Issue	% of Votes Carried for the Resolution	% of Votes Against the Resolution	% of Shares Abstained
Authority to sign documentation	1,165,300,039	88.17	97.84	2.16	0.42

The resolution to grant authority to sign documentation received robust support from shareholders, with 97.84% of votes in favor.

Strong Signal of Investor Confidence

The resounding approval of all resolutions at Italtile’s Annual General Meeting is a testament to the company’s strong governance, prudent decision-making, and transparent communication with shareholders. Italtile continues to enjoy the trust and support of its investors, which bodes well for the company’s future growth and stability.

These results underline the company’s commitment to upholding the highest standards of corporate governance and ensuring that shareholders’ interests are well-represented. The active engagement of shareholders in the AGM reaffirms the strong relationship between the company and its investors, reinforcing the company’s position in the market.