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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 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

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