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 at the annual general meeting of the Company held electronically at 09:00 today, Thursday, 10 September 2020 (“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 percentag e of shares in issue |
Number of ordinary shares abstained as a percentage of shares in issue |
| Ordinary resolution number 1.1: Election of director – M Lubega | 100.00% | & 0.00% |
102 671 835 | 93.38% | 0.00% |
| Ordinary resolution number 1.2: Election of director – PM Roux | 99.85% | 0.15% | 102 671 835 | 93.38% | 0.00% |
| Ordinary resolution number 1.3: Election and re-election of director – GT Serobe | 84.59% | 15.41% | 102 671 835 | 93.38% | 0.00% |
| Ordinary resolution number 1.4: |
95.66% | 4.34% | 102 671 835 | 93.38% | 0.00% |
| Election and re-election of director – S Sithole | |||||
| Ordinary resolution number 1.5: Election of director – CR Smith | 95.75% | 4.25% | 102 671 835 | 93.38% | 0.00% |
| Ordinary resolution number 1.6: Election and re-election of director – MW Spicer | 97.80% | 2.20% | 102 671 835 | 93.38% | 0.00% |
| Ordinary resolution number 1.7: Election and re- election of director – C Maswanganyi | 97.84% | 2.16% | 102 634 486 | 93.34% | 0.03% |
| Ordinary resolution number 2.1: Election of Audit and Risk Committee member – SN Mabaso-Koyana | 99.87% | 0.13% | 101 144 497 | 91.99% | 1.39% |
| Ordinary resolution number 2.2: Election of Audit and Risk Committee member – H Singh | 86.35% | 13.65% | 102 671 835 | 93.38% | 0.00% |
| Ordinary resolution number 2.3: Election of Audit and Risk Committee member – MW Spicer | 84.19% | 15.81% | 102 671 835 | 93.38% | 0.00% |
| Ordinary resolution number 2.4: |
100.00% | 0.00% | 102 671 835 | 93.38% | 0.00% |
| Election of Audit and Risk Committee member – R van Dijk | |||||
| Ordinary resolution number 2.5: Election of Audit and Risk Committee member – M Lubega | 100.00% | 0.00% | 102 671 835 | 93.38% | 0.00% |
| Ordinary resolution number 3: Reappointment of independent external auditor | 83.53% | 16.47% | 101 144 496 | 91.99% | 1.39% |
| Ordinary resolution number 4: Place 2 000 000 of the authorised but unissued ordinary shares under the control of the directors |
78.44% | 21.56% | 102 671 834 | 93.38% | 0.00% |
| Ordinary resolution number 5: Non- binding advisory vote on the remuneration policy | 79.77% | 20.23% | 102 671 834 | 93.38% | 0.00% |
| Ordinary resolution number 6: Non- binding advisory vote on the remuneration implementation report | 63.63% | 36.37% | 102 634 486 | 93.34% | 0.03% |
| Ordinary resolution number 7: Authority to implement resolutions passed at the AGM | 99.96% | 0.04% | 102 671 835 | 93.38% | 0.00% |
| Special resolution number 1: Remuneration payable to non- executive directors | 100.00% | 0.00% | 102 634 486 | 93.34% | 0.03% |
| Special resolution number 2: Repurchase of the Company’s shares | 100.00% | 0.00% | 102 671 835 | 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 | 81.65% | 18.35% | 102 671 834 | 93.38% | 0.00% |
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 percentag e of shares in issue |
Number of B shares abstained as a percentage of shares in issue |
| Ordinary resolution number 1.1: Election of director – M Lubega | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 1.2: Election of director – PM Roux | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 1.3: |
100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Election and re-election of director – GT Serobe | |||||
| Ordinary resolution number 1.4: Election and re-election of director – S Sithole | 100.00% | 0.00% | 16 822 849 | & 100.00% |
0.00% |
| Ordinary resolution number 1.5: Election of director – CR Smith | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 1.6: Election and re-election of director – MW Spicer | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 1.7: Election and re-election of director – C Maswanganyi | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 2.1: Election of Audit and Risk Committee member – SN Mabaso-Koyana | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 2.2: Election of Audit and Risk Committee member – H Singh | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 2.3: Election of Audit |
100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| and Risk Committee member – MW Spicer | |||||
| Ordinary resolution number 2.4: Election of Audit and Risk Committee member – R van Dijk | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 2.5: Election of Audit and Risk Committee member – M Lubega | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 3: Reappointment of independent external auditor | 100.00% | 0.00% | 16 822 849 | 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% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 5: Non- binding advisory vote on the remuneration policy | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 6: Non- binding advisory vote on the remuneration implementation report | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Ordinary resolution number 7: Authority to implement resolutions passed at the AGM | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Special resolution number 1: Remuneration payable to non- executive directors | 100.00% | 0.00% | 16 822 849 | 100.00% | 0.00% |
| Special resolution number 2: Repurchase of the Company’s shares | 100.00% | 0.00% | 16 822 849 | 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% | 16 822 849 | 100.00% | 0.00% |
Note:
Total number of shares in issue as at the date of the AGM was 126 777 524 of which 109 954 675 were ordinary shares and 16 822 849 were B shares.
Shareholders are further advised that, as ordinary resolution number 6 relating to the non- binding advisory vote on the implementation of the remuneration policy, was voted against by 25% or more of the votes exercised by the Company’s shareholders present in person or represented by proxy at the AGM, an invitation will be extended to such dissenting shareholders to engage with the Company. The manner and timing of such engagement has not as yet been finalised and the Company will issue a further announcement shortly setting out such details.
Johannesburg
10 September 2020
Sponsor
PSG Capital