Results of the Annual General Meeting
ADCORP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1974/001804/06
Share code: ADR
ISIN: ZAE000000139
(“Adcorp” or “the Company“)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that the annual general meeting of the Company was held entirely by way of electronic participation at 09:00 today, 30 July 2024 (“AGM”).
Shareholders are further advised that at the AGM all of the resolutions were passed by the requisite majorities of the Company’s shareholders.
Details of the results of the voting at the AGM are as follows:
Ordinary shares ³
Resolutions proposed at the AGM | Ordinary shares voted at General Meeting (number) | Ordinary shares
voted (%) 1
|
Votes for resolution (%) 2 | Votes against resolution (%) 2 | Ordinary shares abstained (%)1
|
Ordinary resolution number 1.1: Re-election of retiring director and Chairperson of the board, Gloria Serobe
|
81 011 444
|
78,81%
|
99,99% | 0,01%
|
0,00% |
Ordinary resolution number 1.2: Re-election of retiring director, Tshidi Mokgabudi
|
81 011 444 | 78,81%
|
99,99%
|
0,01%
|
0,00%
|
Ordinary resolution number 1.3: Re-election of retiring director, Tim Olls
|
81 011 444
|
78,81%
|
99,76%
|
0,24%
|
0,00%
|
Ordinary resolution number 2.1: Re-appointment of Tshidi Mokgabudi as a member and the Chairperson of the audit and risk committee
|
81 011 444 | 78,81%
|
99,99% | 0,01%
|
0,00% |
Ordinary resolution number 2.2: Re-appointment of Herman Singh as a member of the audit and risk committee
|
81 011 444 | 78,81%
|
98,19%
|
1,81%
|
0,00%
|
Ordinary resolution number 2.3: Re-appointment of Ronel van Dijk as a member of the audit and risk committee
|
81 011 444
|
78,81%
|
99,99%
|
0,01%
|
0,00%
|
Ordinary resolution number 2.4: Re-appointment of Melvyn Lubega as a member of the audit and risk committee
|
81 011 444
|
78,81%
|
99,99%
|
0,01%
|
0,00%
|
Ordinary resolution number 3: Re-appointment of independent external auditor | 81 011 444
|
78,81%
|
99,99%
|
0,01%
|
0,00%
|
Ordinary resolution number 4: Non-binding advisory vote on the remuneration policy
|
81 011 444
|
78,81% | 97,41%
|
2,59%
|
0,00% |
Ordinary resolution number 5: Non-binding advisory vote on the remuneration implementation report
|
81 011 444 | 78,81%
|
98,14%
|
1,86% | 0,00%
|
Ordinary resolution number 6: Authority to implement resolutions passed at the AGM
|
81 011 444 | 78,81%
|
99,99%
|
0,01%
|
0,00%
|
Special resolution number 1: Remuneration payable to non-executive directors
|
81 011 444
|
78,81%
|
98,84%
|
1,16%
|
0,00%
|
Special resolution number 2: Repurchase of the Company’s shares
|
81 011 444
|
78,81%
|
97,47%
|
2,53%
|
0,00%
|
Special resolution number 3: Financial assistance for the subscription and/or purchase of shares in the Company or a related or inter-related company
|
81 011 444
|
78,81%
|
97,04%
|
2,96%
|
0,00%
|
Special resolution number 4: Inter-company financial assistance | 81 011 444
|
78,81%
|
99,99%
|
0,01%
|
0,00%
|
Note:
- As a percentage of the total number of ordinary shares in issue as at the date of the AGM (excluding treasury shares and B ordinary shares).
- As a percentage of the total number of ordinary shares voted at the AGM (excluding treasury and B ordinary shares).
- The total number of ordinary shares in issue as at the date of the AGM was 109 880 974 shares of which 7 086 725 were treasury shares. Accordingly, the total votable ordinary shares were 102 794 249 ordinary shares.
Ordinary shares and B ordinary shares ³
Resolutions proposed at the AGM | Shares voted at General Meeting (number) | Shares
voted (%) 1
|
Votes for resolution (%) 2 | Votes against resolution (%) 2 | Shares abstained (%)1
|
Ordinary resolution number 1.1: Re-election of retiring director and Chairperson of the board, Gloria Serobe
|
87 740 584
|
80,11%
|
99,99%
|
0,01%
|
0,00%
|
Ordinary resolution number 1.2: Re-election of retiring director, Tshidi Mokgabudi
|
87 740 584
|
80,11%
|
99,99%
|
0,01%
|
0,00%
|
Ordinary resolution number 1.3: Re-election of retiring director, Tim Olls
|
87 740 584
|
80,11%
|
99,78%
|
0,22%
|
0,00%
|
Ordinary resolution number 2.1: Re-appointment of Tshidi Mokgabudi as a member and the Chairperson of the audit and risk committee
|
87 740 584
|
80,11%
|
99,99%
|
0,01%
|
0,00%
|
Ordinary resolution number 2.2: Re-appointment of Herman Singh as a member of the audit and risk committee
|
87 740 584
|
80,11%
|
98,33%
|
1,67%
|
0,00%
|
Ordinary resolution number 2.3: Re-appointment of Ronel van Dijk as a member of the audit and risk committee
|
87 740 584
|
80,11%
|
99,99%
|
0,01%
|
0,00%
|
Ordinary resolution number 2.4: Re-appointment of Melvyn Lubega as a member of the audit and risk committee
|
87 740 584 | 80,11%
|
99,99% | 0,01% | 0,00%
|
Ordinary resolution number 3: Re-appointment of independent external auditor | 87 740 584 | 80,11%
|
99,99%
|
0,01%
|
0,00% |
Ordinary resolution number 4: Non-binding advisory vote on the remuneration
policy
|
87 740 584 | 80,11%
|
97,61%
|
2,39%
|
0,00%
|
Ordinary resolution number 5: Non-binding advisory vote on the remuneration
implementation report
|
87 740 584 | 80,11%
|
98,28%
|
1,72%
|
0,00%
|
Ordinary resolution number 6: Authority to implement resolutions passed at the AGM | 87 740 584
|
80,11%
|
99,99%
|
0,01%
|
0,00%
|
Special resolution number 1: Remuneration payable to non-executive directors
|
87 740 584 | 80,11%
|
98,93%
|
1,07%
|
0,00%
|
Special resolution number 2: Repurchase of the Company’s shares
|
87 740 584
|
80,11%
|
97,66%
|
2,34%
|
0,00%
|
Special resolution number 3: Financial assistance for the subscription and/or purchase of shares in the Company or a related or inter-related company
|
87 740 584
|
80,11%
|
97,26%
|
2,74%
|
0,00%
|
Special resolution number 4: Inter-company financial assistance | 87 740 584
|
80,11%
|
99,99%
|
0,01%
|
0,00%
|
Note:
- As a percentage of the total number of ordinary shares and B ordinary shares in issue as at the date of the AGM (excluding treasury shares).
- As a percentage of the total number of ordinary shares and B ordinary shares voted at the AGM (excluding treasury shares).
- The total number of ordinary shares and B ordinary shares in issue as at the date of the AGM was 116 610 114 shares of which 7 086 725 were treasury shares. Accordingly, the total votable shares were 109 523 389 shares of which 102 794 249 were ordinary shares and 6 729 140 were B ordinary shares.
No resolutions were added or amended at the AGM.
30 July 2024 Johannesburg
Sponsor
Valeo Capital (Pty) Limited