Results of annual general meeting
Meeting resultsNot material
In brief
At the annual general meeting held on 5 November 2026, shareholders approved all ordinary and special resolutions, with 82.76% of voteable shares represented.
The announcement
Results of annual general meeting TRUWORTHS INTERNATIONAL LIMITED (Incorporated in the Republic of South Africa) (Registration number: 1944/017491/06) JSE and A2X code: TRU NSX code: TRW ISIN: ZAE000028296 LEI: 37890099AFD770037522 (“Truworths”, the “company” or the “group”) RESULTS OF ANNUAL GENERAL MEETING Truworths advises that at the annual general meeting (“AGM”) of the company’s shareholders (“shareholders”) held on Thursday, 5 November 2026, all the ordinary resolutions and special resolutions, as set out in the notice of the AGM dated 25 September 2026, were approved by the requisite majority of shareholders. Truworths has 398 779 332 total shares in issue (“shares in issue”). The number of shares eligible to vote at the AGM was 361 887 021 (“voteable shares”), calculated as the total number of Truworths shares in issue, less repurchased shares and shares held by the group under its share schemes, as at the record date for the AGM. A total of 299 480 906 Truworths shares were represented at the AGM, in person or by proxy, representing 82.76% of the voteable shares. Having regard to the notes below, details of the voting on the resolutions are as follows: Item number 1: To receive and consider the group and company Audited Annual Financial Statements, which include the Directors’ Report and the Audit Committee Report, for the period ended 28 June 2026 Shares Voted Shares Abstained Shares For Shares Against 299 446 858 34 048 299 445 307 1 551 82.75%# 0.01%# 100.00% 0.00% 75.09%^ 0.01%^ Item number 2: Re-election and election of directors To re-elect by way of separate resolutions the following retiring directors: • Mr MS Mark Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 295 083 492 4 390 378 82.75%# 0.00%# 98.53% 1.47% 75.10%^ 0.00%^ • Ms D Earp Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 299 022 189 451 681 82.75%# 0.00%# 99.85% 0.15% 75.10%^ 0.00%^ • Mr TF Mosololi Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 296 283 343 3 190 527 82.75%# 0.00%# 98.93% 1.07% 75.10%^ 0.00%^ • Ms SJ Proudfoot Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 299 387 859 86 011 82.75%# 0.00%# 99.97% 0.03% 75.10%^ 0.00%^ To elect the following person who was appointed by the board as an independent non-executive director of the company with effect from 26 June 2026: • Mr SJ Vilakazi Shares Voted Shares Abstained Shares For Shares Against 256 417 758 43 063 148 256 051 702 366 056 70.86%# 11.90%# 99.86% 0.14% 64.30%^ 10.80%^ Item number 3: To renew the directors’ limited and conditional general authority over the authorised but unissued ordinary shares of the company and treasury shares, including the authority to issue or dispose of such shares for cash Shares Voted Shares Abstained Shares For Shares Against 296 172 934 3 307 972 265 680 465 30 492 469 81.84%# 0.91%# 89.70% 10.30% 74.27%^ 0.83%^ Item number 4: To give a limited and conditional general authority and mandate for the company or its subsidiaries to acquire the company’s shares Shares Voted Shares Abstained Shares For Shares Against 299 466 344 14 562 292 103 387 7 362 957 82.75%# 0.00%# 97.54% 2.46% 75.10%^ 0.00%^ Item number 5: To re-appoint Deloitte & Touche as the external auditor in respect of the annual financial statements to be prepared for the period to 27 June 2027 and to authorise the Audit Committee to agree the terms and fees Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 299 439 340 34 530 82.75%# 0.00%# 99.99% 0.01% 75.10%^ 0.00%^ Item number 6*: To approve by way of separate resolutions the proposed annual fees of the non- executive directors with effect from 1 January 2027: • Non-executive chairman Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 533 691 940 179 82.75%# 0.00%# 99.69% 0.31% 75.10%^ 0.00%^ • Lead independent director Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 295 377 785 4 096 085 82.75%# 0.00%# 98.63% 1.37% 75.10%^ 0.00%^ • Non-executive directors Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 295 341 915 4 131 955 82.75%# 0.00%# 98.62% 1.38% 75.10%^ 0.00%^ • Audit Committee chairman Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 528 801 945 069 82.75%# 0.00%# 99.68% 0.32% 75.10%^ 0.00%^ • Audit Committee member Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 528 801 945 069 82.75%# 0.00%# 99.68% 0.32% 75.10%^ 0.00%^ • Remuneration Committee chairman Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 518 376 955 494 82.75%# 0.00%# 99.68% 0.32% 75.10%^ 0.00%^ • Remuneration Committee member Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 518 376 955 494 82.75%# 0.00%# 99.68% 0.32% 75.10%^ 0.00%^ • Risk Committee member (non-executive only) Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 528 801 945 069 82.75%# 0.00%# 99.68% 0.32% 75.10%^ 0.00%^ • Nomination Committee chairman Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 528 801 945 069 82.75%# 0.00%# 99.68% 0.32% 75.10%^ 0.00%^ • Nomination Committee member Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 528 801 945 069 82.75%# 0.00%# 99.68% 0.32% 75.10%^ 0.00%^ • Social and Ethics Committee chairman Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 528 801 945 069 82.75%# 0.00%# 99.68% 0.32% 75.10%^ 0.00%^ • Social and Ethics Committee member (non-executive only) Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 528 801 945 069 82.75%# 0.00%# 99.68% 0.32% 75.10%^ 0.00%^ Item number 7: To confirm by way of separate resolutions the appointment of the following qualifying independent non-executive directors to the company’s Audit Committee for the period until the next AGM (subject where necessary to their appointment or re-appointment as directors of the company): • Mr BM Deegan Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 293 683 835 5 790 035 82.75%# 0.00%# 98.07% 1.93% 75.10%^ 0.00%^ • Ms D Earp Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 299 048 580 425 290 82.75%# 0.00%# 99.86% 0.14% 75.10%^ 0.00%^ • Ms AMSS Mokgabudi Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 355 069 1 118 801 82.75%# 0.00%# 99.63% 0.37% 75.10%^ 0.00%^ Item number 8: To approve by way of separate resolutions the group’s remuneration policy and remuneration report as set out in the company’s Remuneration Committee Report included in the group’s Integrated Report 2026: • Remuneration policy Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 230 981 811 68 492 059 82.75%# 0.00%# 77.13% 22.87% 75.10%^ 0.00%^ • Remuneration report Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 226 236 392 73 237 478 82.75%# 0.00%# 75.54% 24.46% 75.10%^ 0.00%^ Item number 9: To consider and adopt the report of the Social and Ethics Committee for the period ended 28 June 2026 Shares Voted Shares Abstained Shares For Shares Against 299 446 858 34 048 299 244 682 202 176 82.75%# 0.01%# 99.93% 0.07% 75.09%^ 0.01%^ Item number 10: To confirm, by way of separate resolutions, the appointment of the following qualifying directors to the company’s Social and Ethics Committee for the period until the next AGM (subject where necessary to their appointment or re-appointment as directors of the company): • Mr TF Mosololi Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 296 283 433 3 190 437 82.75%# 0.00%# 98.93% 1.07% 75.10%^ 0.00%^ • Mr JHW Hawinkels Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 298 574 533 899 337 82.75%# 0.00%# 99.70% 0.30% 75.10%^ 0.00%^ • Mr EFPM Cristaudo Shares Voted Shares Abstained Shares For Shares Against 299 473 870 7 036 299 370 516 103 354 82.75%# 0.00%# 99.97% 0.03% 75.10%^ 0.00%^ Item number 11*: To approve the provision of financial assistance by the company, as authorised by the board, to group entities that are not subsidiaries as defined, in accordance with the Companies Act (No. 71 of 2008, as amended) Shares Voted Shares Abstained Shares For Shares Against 299 475 470 5 436 299 369 067 106 403 82.75%# 0.00%# 99.96% 0.04% 75.10%^ 0.00%^ Notes: 1. * denotes a special resolution 2. The percentages of shares voted, as well as those abstained, are calculated in relation to the voteable shares (#) and the total number of shares in issue (^), respectively. 3. The percentage of shares voted for and against are calculated in relation to the number of shares voted in respect of the relevant resolution (excluding shares abstained). Cape Town 6 November 2026 Sponsor in South Africa One Capital Sponsor in Namibia Merchantec Capital Date: 06/11/2026 12:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. 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