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 Group“)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that at the annual general meeting of the Company held electronically at 09:00 today, Thursday, 29 July 2021 (“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
| Resolutions proposed at the AGM | Votes for resolution as a percentage of total number of ordinary shares voted at AGM | Votes against resolution as a percentage of total number of ordinary shares voted at AGM | Number of ordinary shares voted at AGM | Number of ordinary shares voted at AGM as a percentage of shares in issue | Number of ordinary shares abstained as a percentage of shares in issue |
| Ordinary resolution number 1.1: Election and re-election of director – J Wentzel | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 1.2: Election and re-election of director – N Prendergast | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 1.3: Election and re-election of director – T Mokgabudi | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 1.4: Election and re-election of director – P Mnganga | 97.84% | 2.16% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 1.5: Election and re-election of director – H Singh | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 1.6: Election and re-election of director – R van Dijk | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 2.1: Election of Audit and Risk Committee Chairperson – T Mokgabudi | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 2.2: Election of Audit and Risk Committee member – H Singh | 97.88% | 2.12% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 2.3: Election of Audit and Risk Committee member – MW Spicer | 97.88% | 2.12% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 2.4: Election of Audit and Risk Committee member – R van Dijk | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 2.5: Election of Audit and Risk Committee member – M Lubega | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 3: Re-appointment of independent external auditor | 94.85% | 5.15% | 92 276 567 | 83.92% | 0.69% |
| Ordinary resolution number 4: Place 2 000 000 of the authorised but unissued ordinary shares under the control of the directors | 97.86% | 2.14% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 5: Non-binding advisory vote on the remuneration policy | 74.07% | 25.93% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 6: Non-binding advisory vote on the remuneration implementation report | 73.45% | 26.55% | 93 024 444 | 84.60% | 0.01% |
| Ordinary resolution number 7: Authority to implement resolutions passed at the AGM | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Special resolution number 1: Remuneration payable to non-executive directors | 99.99% | 0.01% | 93 024 444 | 84.60% | 0.01% |
| Special resolution number 2: Repurchase of the Company’s shares | 100.00% | 0.00% | 93 024 444 | 84.60% | 0.01% |
| Special resolution number 3: Financial assistance for the provision of loans or other financial assistance to present or future related and inter-related companies | 96.64% | 3.36% | 93 024 444 | 84.60% | 0.01% |
B Shares
| Resolutions proposed at the AGM | Votes for resolution as a percentage of total number of B shares voted at AGM | Votes against resolution as a percentage of total number of B shares voted at AGM | Number of B shares voted at AGM | Number of B shares voted at AGM as a percentage of shares in issue | Number of B shares abstained as a percentage of shares in issue |
| Ordinary resolution number 1.1: Election and re-election of director – Dr. J Wentzel | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 1.2: Election and re-election of director – N Prendergast | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 1.3: Election and re-election of director – T Mokgabudi | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 1.4: Election and re-election of director – P Mnganga | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 1.5: Election and re-election of director – H Singh | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 1.6: Election and re-election of director – R van Dijk | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 2.1: Election of Audit and Risk Committee Chairperson – T Mokgabudi | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 2.2: Election of Audit and Risk Committee member – H Singh | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 2.3: Election of Audit and Risk Committee member – MW Spicer | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 2.4: Election of Audit and Risk Committee member – R van Dijk | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 2.5: Election of Audit and Risk Committee member – M Lubega | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 3: Re-appointment of independent external auditor | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 4: Place 2 000 000 of the authorised but unissued ordinary shares under the control of the directors | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 5: Non-binding advisory vote on the remuneration policy | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 6: Non-binding advisory vote on the remuneration implementation report | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Ordinary resolution number 7: Authority to implement resolutions passed at the AGM | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Special resolution number 1: Remuneration payable to non-executive directors | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Special resolution number 2: Repurchase of the Company’s shares | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
| Special resolution number 3: Financial assistance for the provision of loans or other financial assistance to present or future related and inter-related companies | 100.00% | 0.00% | 6 729 140 | 100.00% | 0.00% |
Note:
Total number of shares in issue as at the date of the AGM was 116 683 815 of which 109 954 675 were ordinary shares and 6 729 140 were B ordinary shares. The ordinary shares and the B ordinary shares rank in pari passu for voting rights.
Management notes that just under 25% of the shareholders present or represented by proxy at the AGM voted against resolution numbers 5 and 6, and an invitation will be extended to such dissenting shareholders to engage with the Company.
Johannesburg
29 July 2021
Sponsor
PSG Capital