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 9:00 today, Thursday, 28 July 2022 (“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 of director – Timothy Olls |
97,74% | 2,26% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 1.2: Election of director – Samuel Sithole |
97,74% | 2,26% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 1.3: Re-election of director – Phumla Mnganga |
97,23% | 2,77% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 1.4: Re-election of director – Herman Singh |
99,97% | 0,03% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 1.5: Re-election of director – Gloria Serobe (Board chairman) |
94,48% | 5,52% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 2.1: Re-election of audit and risk committee member – Tshidi Mokgabudi (chairman) |
99,94% | 0,06% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 2.2: Re-election of audit and risk committee member – Herman Singh |
97,74% | 2,26% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 2.3: Re-election of audit and risk committee member – Ronel van Dijk |
99,97% | 0,03% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 2.4: Re-election of audit and risk committee member – Melvyn Lubega |
99,97% | 0,03% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 3: Appointment of independent external auditor |
99,78% | 0,22% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 4: Place 2 000 000 of the authorised but unissued ordinary shares under the control of the directors |
94,63% | 5,37% | 91362372 | 87,26% | 0,00% |
Ordinary resolution
number 5: Non-binding advisory vote on the remuneration policy |
91,70% | 8,30% | 73838957 | 70,52% | 16,74% |
Ordinary resolution
number 6: Non-binding advisory vote on the remuneration implementation report |
92,99% | 7,01% | 73838957 | 70,52% | 16,74% |
Ordinary resolution
number 7: Authority to implement resolutions passed at the AGM |
99,97% | 0,03% | 91362372 | 87,26% | 0,00% |
Special resolution
number 1: Remuneration payable to non-executive directors |
97,41% | 2,59% | 91362372 | 87,26% | 0,00% |
Special resolution
number 2: Repurchase of the Company’s shares |
98,93% | 1,07% | 91362372 | 87,26% | 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 |
96,26% | 3,74% | 91362372 | 87,26% | 0,00% |
B Ordinary Shares
Resolutions proposed at the AGM | Votes for resolution as a percentage of total number of B ordinary shares voted at AGM | Votes against resolution as a percentage of total number of B ordinary shares voted at AGM | Number of B ordinary shares voted at AGM | Number of B ordinary shares voted at AGM as a percentage of shares in issue* | Number of B ordinary shares abstained as a percentage of shares in issue* |
Ordinary resolution
number 1.1: Election of director – Timothy Olls |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 1.2: Election of director – Samuel Sithole |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 1.3: Re-election of director – Phumla Mnganga |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 1.4: Re-election of director – Herman Singh |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 1.5: Re-election of director – Gloria Serobe (Board chairman) |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 2.1: Re-election of audit and risk committee member – Tshidi Mokgabudi (chairman) |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 2.2: Re-election of audit and risk committee member – Herman Singh |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 2.3: Re-election of audit and risk committee member – Ronel van Dijk |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 2.4: Re-election of audit and risk committee member – Melvyn Lubega |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 3: Appointment of independent external auditor |
100,00% | 0,00% | 6729140 | 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% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 5: Non-binding advisory vote on the remuneration policy |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 6: Non-binding advisory vote on the remuneration implementation report |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Ordinary resolution
number 7: Authority to implement resolutions passed at the AGM |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Special resolution
number 1: Remuneration payable to non-executive directors |
100,00% | 0,00% | 6729140 | 100,00% | 0,00% |
Special resolution
number 2: Repurchase of the Company’s shares |
100,00% | 0,00% | 6729140 | 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% | 6729140 | 100,00% | 0,00% |
Note:
* Total number of shares in issue as at the date of the AGM was 116 683 815 (including 5 255 134 Treasury Shares which were excluded from voting), of which 109 954 675 were Ordinary Shares and 6 729 140 were B Ordinary Shares.
Johannesburg
28 July 2022
Sponsor
PSG Capital