11 Jun - 5 min read

Results of the Sanlam Annual General Meeting - 2021

Results of the Sanlam Annual General Meeting - 2021

Sanlam Limited
(Incorporated in the Republic of South Africa)
Registration number 1959/001562/06
JSE share code: SLM
NSX share code: SLA
A2X share code: SLM
ISIN: ZAE000070660
(“Sanlam” or the “Company”)


Results of the Sanlam Annual General Meeting - 2021

Shareholders are advised that the special and ordinary resolutions proposed in the notice to shareholders
dated 19 March 2021 were (except for ordinary resolution 8.2) passed by the requisite majority of votes of
shareholders present in person or represented by proxy at the 23rd annual general meeting held on
Wednesday, 09 June 2021 at 14:00 (“Annual General Meeting”). Please refer to the invitation at the bottom
of this notice for an invitation to provide inputs on the 2020 Remuneration Implementation Report.

As at Friday, 28 May 2021, being the Annual General Meeting record date (“Voting Record Date”), the total
number of Sanlam ordinary shares of 1 cent each in issue was 2 226 974 408 (“Sanlam Issued Ordinary
Shares”).

The Sanlam ordinary shares eligible to vote by being present through electronic communication in person or
by submitting proxies was 1 641 650 631 being 73.72% of Sanlam Issued Ordinary Shares.

The voting details with respect to the proposed resolutions were as follows:

1.   Ordinary Resolution No 1 – Presenting the Sanlam Annual Reporting (incorporating the
     Integrated Report, Corporate Governance Report, Remuneration Report and Annual Financial
     Statements) for the year ended 31 December 2020


                                                                                        Ordinary Shares
                          Total Ordinary Shares voted
                                                                                              abstained
     For (%)(1)        Against (%)(1)            Number                  %(2)              %(2)
      98.96                 1.04              1,638,799,811             73.59              0.13

2.   Ordinary Resolution No 2 – Re-appointment of Ernst & Young Inc. as independent auditors for
     the 2021 financial year with Mr C du Toit as the individual and designated auditor


                                                                                        Ordinary Shares
                        Total Ordinary Shares voted
                                                                                              abstained
     For (%)(1)        Against (%)(1)            Number                 %(2)             %(2)
      72.75                27.25              1,639,546,948            73.62             0.09


3.   Ordinary Resolution No 3 – Appointment of KPMG Inc. as joint independent auditors with effect
     from the 2021 financial year


                                                                                        Ordinary Shares
                        Total Ordinary Shares voted
                                                                                              abstained
     For (%)(1)        Against (%)(1)            Number                 %(2)             %(2)
      99.75                 0.25              1,639,546,938            73.62             0.09
4.   Ordinary Resolution No 4 - Appointment of director


                                                                                          Ordinary
                                         Total Ordinary Shares voted                       Shares
                                                                                          abstained
     Director                For        Against
                                                              Number               %(2)     %(2)
                            (%)(1)       (%)(1)
 4.1 NAS Kruger             99.67        0.33              1,639,542,389     73.62        0.09


5.   Ordinary Resolution No 5 – Re-election of directors


                                                                                          Ordinary
                                         Total Ordinary Shares voted                       Shares
                                                                                          abstained
     Director                             Against
                           For (%)(1)                         Number           %(2)         %(2)
                                           (%)(1)
 5.1 M Mokoka               96.71        3.29              1,633,287,660      73.34       0.38

 5.2 KT Nondumo             94.35        5.65              1,639,539,103     73.62         0.09

 5.3 J van Zyl              78.65        21.35             1,626,555,034     73.04         0.68

6.   Ordinary Resolution No 6 – Re-election of executive directors


                                                                                          Ordinary
                                         Total Ordinary Shares voted                       Shares
                                                                                          abstained
     Director                             Against
                           For (%)(1)                         Number           %(2)         %(2)
                                           (%)(1)
 6.1 PB Hanratty            96.28           3.72           1,639,545,803   73.62          0.09
 6.2 AM Mukhuba             95.66           4.34           1,639,538,730   73.62          0.09
 7. Ordinary Resolution No 7 – Election of the members of Sanlam Audit, Actuarial and Finance
    Committee (“Audit Committee”)


                                                                                                Ordinary
                                            Total Ordinary Shares voted                          Shares
                                                                                                abstained
        Directors                             Against
                             For (%)(1)                         Number                 %(2)           %(2)
                                               (%)(1)
     7.1 AS Birrell            99.73           0.27        1,633,290,604               73.34     0.38

     7.2 NAS Kruger            99.87          0.13        1,639,542,379            73.62         0.09
     7.3 M Mokoka              97.33           2.67        1,633,287,845               73.34      0.38
     7.4 JP Möller             81.25           18.75       1,633,287,445               73.34     0.38
     7.5 KT Nondumo            99.74          0.26         1,632,802,778           73.32         0.40

 8. Ordinary Resolution No 8 – Advisory vote on the Company’s remuneration policy and the
    remuneration implementation report


                                                                                               Ordinary
                                            Total Ordinary Shares voted                         Shares
                                                                                               abstained
                                    For         Against
                                                                  Number                %(2)      %(2)
                                   (%)(1)        (%)(1)
8.1 Remuneration policy            89.28        10.72           1,639,544,642    73.62         0.09
8.2 Remuneration                   73.92        26.08           1,638,100,029    73.56         0.16
   implementation report


9.    Ordinary Resolution No 9 – To note the total amount of non-executive directors’ and executive
      directors’ remuneration for the financial year ended 31 December 2020


                                                                                               Ordinary
                              Total Ordinary Shares voted                                       Shares
                                                                                               abstained
            For (%)(1)     Against (%)(1)              Number                   %(2)             %(2)
             100.00            0.00              1,639,436,606             73.62               0.10

10. Ordinary Resolution No 10 – To place unissued ordinary shares under the control of the directors


                                                                                               Ordinary
                              Total Ordinary Shares voted                                       Shares
                                                                                               abstained
            For (%)(1)     Against (%)(1)              Number                   %(2)             %(2)
             94.67             5.33              1,639,546,326             73.62               0.09
11. Ordinary Resolution No 11 – General authority to issue shares for cash


                                                                                         Ordinary
                             Total Ordinary Shares voted                                  Shares
                                                                                         abstained
        For (%)(1)        Against (%)(1)         Number                  %(2)               %(2)
          94.60               5.40             1,639,545,862          73.62              0.09


 12. Ordinary Resolution No 12 – To authorise any director of the Company and, where applicable, the
     secretary of the Company (“Company Secretary”), to implement the aforesaid ordinary
     resolutions and the undermentioned special resolutions


                                                                                        Ordinary
                            Total Ordinary Shares voted                                  Shares
                                                                                        abstained
        For (%)(1)        Against (%)(1)         Number                 %(2)               %(2)
          99.96               0.04             1,639,542,627         73.62              0.09

 13. Special Resolution No 1 – Approval of the non-executive directors’ remuneration for their
     services as directors


                                                                                        Ordinary
                             Total Ordinary Shares voted                                 Shares
                                                                                        abstained
          For (%)(1)          Against (%)(1)          Number                 %(2)           %(2)
            98.95                  1.05            1,639,542,478      73.62             0.09

 14. Special Resolution No 2 – Authority to the Company or a subsidiary of the Company to acquire
     the Company’s securities


                                                                                        Ordinary
                             Total Ordinary Shares voted                                 Shares
                                                                                        abstained
          For (%)(1)          Against (%)(1)          Number                 %(2)           %(2)
            99.15                  0.85            1,639,436,589      73.62             0.10



 15. Special Resolution No 3 – General authority to provide financial assistance in terms of section
     44 of the Companies Act

                                                                                        Ordinary
                             Total Ordinary Shares voted                                 Shares
                                                                                        abstained
          For (%)(1)          Against (%)(1)          Number                 %(2)           %(2)
            98.96                  1.04            1,639,543,115      73.62                0.09

 16. Special Resolution No 4 – General authority to provide financial assistance in terms of section
     45 of the Companies Act
                                                                                            Ordinary
                             Total Ordinary Shares voted                                     Shares
                                                                                            abstained
         For (%)(1)           Against (%)(1)           Number                %(2)                %(2)
           98.45                   1.55             1,639,545,431        73.62            0.09



  (1)    Expressed as a percentage of Sanlam voteable ordinary shares for each resolution.
  (2)    Expressed as a percentage of 2 226 974 408 Sanlam ordinary shares in issued as at the Voting
         Record Date.

INVITATION TO SHAREHOLDERS TO PROVIDE INPUTS ON THE 2020 REMUNERATION
IMPLEMENTATION REPORT

Shareholders of Sanlam are further advised that due to ordinary resolution number 8.2 (relating to the non-
binding advisory vote on the Company’s 2020 Remuneration Implementation Report) being voted against by
26,08% of shareholders present in person or represented by proxy at the AGM an invitation is extended to
such dissenting shareholders to engage with the Company as follows:

   1) All dissenting shareholders to furnish their written concerns on the 2020 Remuneration Implementation
    Report (that was the subject matter of the aforementioned ordinary resolution 8.2) to the Head of Group
    Reward (Julia.Fourie@sanlam.co.za) by no later than close of business on Wednesday, 23 June 2021.

   2) The chair of the Group Human Resources and Remuneration Committee together with the Company’s
    management, will arrange appropriate and individual engagements with such dissenting shareholders by
    no later than Wednesday, 14 July 2021 to discuss the concerns raised.


Group Company Secretary
Sana-Ullah Bray
Sana-ullah.bray@sanlam.co.za

Bellville
11 June 2021

Sponsor
The Standard Bank South Africa Limited

Date: 11-06-2021 03:00:00
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