Proxy Form - Truworths printable pdf download

Form of Proxy

Truworths International Ltd

Registration number: 1944/017491/06 JSE Code: TRU NSX Code: TRW ISIN: ZAE000028296

ANNUAL GENERAL MEETING: 6 November 2014

NB: This form of proxy is to be completed only by shareholders who hold their shares in certificated form, and by those

shareholders who hold dematerialised shares with ‘own name’ registration. Other shareholders must give their voting

instructions to their CSDP or broker.

I/We (full names) _____________________________________________________________________________________

of (address) __________________________________________________________________________________________

being a member of Truworths International Ltd (the company) and holding ____________________ shares therein, hereby

appoint _____________________________________________________ or failing him, the chairman of the meeting as

my/our proxy to attend, speak, and vote on my/our behalf, as indicated below, at the annual general meeting of

shareholders of the company to be held on 6 November 2014 at 08:30 in the Auditorium, 1st Floor, No. 1 Mostert Street,

Cape Town, South Africa and at any adjournment thereof.

In favour of

Against

Abstain

Item 1

To receive and adopt the Annual Financial Statements, including the

Directors’ Report and the Audit Committee Report, for the period ended

29 June 2014

Item 2

To re-elect by separate resolutions the retiring directors who are available

for re-election:

• Mr H Saven

• Mr MA Thompson

• Dr CT Ndlovu

To elect Mr KI Mampeule, who was appointed by the board as a director

of the company with effect from 1 February 2014

Item 3

To give the directors limited and conditional general authority over the un-

issued and repurchased shares, including the authority to issue or dispose

of such shares for cash

Item 4* To give a limited and conditional general mandate for the company or its

subsidiaries to acquire the company’s shares

Item 5

To re-elect Ernst & Young Inc. as auditor for the period to 28 June 2015 and

to authorise the Audit Committee to agree to the terms and fees

Item 6* To approve the proposed fees of the non-executive directors for the

12 month period from 1 January 2015 to 31 December 2015

Item 7

To confirm by separate resolutions the appointment of the following

qualifying independent non-executive directors to the company’s Audit

Committee for the period until the next annual general meeting (subject

where necessary, to their re-appointment as directors of the company)

• Mr MA Thompson

• Mr RG Dow

• Mr RJA Sparks

Item 8

To approve by way of non-binding advisory vote the Group’s remuneration

policy as set out in the company’s 2014 Integrated Annual Report

Item 9

To consider the report of the Social and Ethics Committee for the period ended

29 June 2014 as set out in the company’s 2014 Integrated Annual Report

Item 10 To confirm the appointment of the following qualifying directors to the

company’s Social and Ethics Committee for the period until the next annual

general meeting (subject, where necessary, to their re-appointment as

directors of the company):

• Mr MA Thompson

• Mr DB Pfaff

• Dr CT Ndlovu

* Special resolution

Signed at ___________________________________ this ____________________day of _____________________ 2014.

Signature ____________________________________________________________________________________________

Proxy Form - Truworths

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