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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:

  1. 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).
  2. As a percentage of the total number of ordinary shares voted at the AGM (excluding treasury and B ordinary shares).
  3. 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:

  1. 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).
  2. As a percentage of the total number of ordinary shares and B ordinary shares voted at the AGM (excluding treasury shares).
  3. 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

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