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 the annual general meeting of the Company was held entirely by way of electronic participation at 09:00 today, 27 July 2023 (“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 shares3
| 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, Ronel van Dijk | 91 265 942 | 88.54% | 100.00% | 0.00% | 1.00% |
| Ordinary resolution number 1.2: Re-election of retiring director, Clive Richard Smith | 91 265 942 | 88.54% | 99.78% | 0.22% | 1.00% |
| Ordinary resolution number 1.3: Re-election of retiring director, Melvyn Lubega | 91 261 387 | 88.53% | 100.00% | 0.00% | 1.00% |
| Ordinary resolution number 2.1: Re-appointment of Tshidi Mokgabudi as a member of the audit and risk committee | 91 261 387 | 88.53% | 99.96% | 0.04% | 1.00% |
| Ordinary resolution number 2.2: Re-appointment of Herman Singh as a member of the audit and risk committee | 91 265 942 | 88.54% | 97.72% | 2.28% | 1.00% |
| Ordinary resolution number 2.3: Re-appointment of Ronel van Dijk as a member of the audit and risk committee | 91 265 942 | 88.54% | 100.00% | 0.00% | 1.00% |
| Ordinary resolution number 2.4: Re-appointment of Melvyn Lubega as a member of the audit and risk committee | 91 265 942 | 88.54% | 100.00% | 0.00% | 1.00% |
| Ordinary resolution number 3: Re-appointment of independent external auditor | 91 265 942 | 88.54% | 99.56% | 0.44% | 1.00% |
| Ordinary resolution number 4: Place
2 000 000 of the authorised but unissued ordinary shares under the control of the directors |
91 271 642 | 88.54% | 97.62% | 2.38% | 0.99% |
| Ordinary resolution number 5: Non-binding advisory vote on the remuneration policy | 91 263 510 | 88.54% | 96.77% | 3.23% | 1.00% |
| Ordinary resolution number 6: Non-binding advisory vote on the remuneration implementation report | 91 263 510 | 88.54% | 97.68% | 2.32% | 1.00% |
| Ordinary resolution number 7: Authority to implement resolutions passed at the AGM | 91 265 942 | 88.54% | 100.00% | 0.00% | 1.00% |
| Special resolution number 1: Remuneration payable to non-executive directors | 91 263 510 | 88.54% | 96.63% | 3.37% | 1.00% |
| Special resolution number 2: Repurchase of the Company’s shares | 91 271 642 | 88.54% | 96.99% | 3.01% | 0.99% |
| Special resolution number 3: Financial assistance for the subscription and/or purchase of shares in the Company or a related or inter-related Company | 91 265 942 | 88.54% | 96.63% | 3.37% | 1.00% |
| Special resolution number 4: Inter-company financial assistance | 91 265 942 | 88.54% | 100.00% | 0.00% | 1.00% |
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 109 954 675 shares of which 6 875 153 were treasury shares. Accordingly, the total votable ordinary shares were 103 079 522 ordinary shares.
Ordinary shares and B ordinary shares3
| 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, Ronel van Dijk | 97 995 082 | 89.24% | 100.00% | 0.00% | 0.93% |
| Ordinary resolution number 1.2: Re-election of retiring director, Clive Richard Smith | 97 995 082 | 89.24% | 99.80% | 0.20% | 0.93% |
| Ordinary resolution number 1.3: Re-election of retiring director, Melvyn Lubega | 97 990 527 | 89.24% | 100.00% | 0.00% | 0.94% |
| Ordinary resolution number 2.1: Re-appointment of Tshidi Mokgabudi as a member of the audit and risk committee | 97 990 527 | 89.24% | 99.97% | 0.03% | 0.94% |
| Ordinary resolution number 2.2: Re-appointment of Herman Singh as a member of the audit and risk committee | 97 995 082 | 89.24% | 97.87% | 2.13% | 0.93% |
| Ordinary resolution number 2.3: Re-appointment of Ronel van Dijk as a member of the audit and risk committee | 97 995 082 | 89.24% | 100.00% | 0.00% | 0.93% |
| Ordinary resolution number 2.4: Re-appointment of Melvyn Lubega as a member of the audit and risk committee | 97 995 082 | 89.24% | 100.00% | 0.00% | 0.93% |
| Ordinary resolution number 3: Re-appointment of independent external auditor | 97 995 082 | 89.24% | 99.59% | 0.41% | 0.93% |
| Ordinary resolution number 4: Place
2 000 000 of the authorised but unissued ordinary shares under the control of the directors |
98 000 782 | 89.25% | 97.79% | 2.21% | 0.93% |
| Ordinary resolution number 5: Non-binding advisory vote on the remuneration policy | 97 992 650 | 89.24% | 96.99% | 3.01% | 0.94% |
| Ordinary resolution number 6: Non-binding advisory vote on the remuneration implementation report | 97 992 650 | 89.24% | 97.84% | 2.16% | 0.94% |
| Ordinary resolution number 7: Authority to implement resolutions passed at the AGM | 97 995 082 | 89.24% | 100.00% | 0.00% | 0.93% |
| Special resolution number 1: Remuneration payable to non-executive directors | 97 992 650 | 89.24% | 96.86% | 3.14% | 0.94% |
| Special resolution number 2: Repurchase of the Company’s shares | 98 000 782 | 89.25% | 97.20% | 2.80% | 0.93% |
| Special resolution number 3: Financial assistance for the subscription and/or purchase of shares in the Company or a related or inter-related Company | 97 995 082 | 89.24% | 96.86% | 3.14% | 0.93% |
| Special resolution number 4: Inter-company financial assistance | 97 995 082 | 89.24% | 100.00% | 0.00% | 0.93% |
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 116 683 815 shares of which 6 875 153 were treasury shares. Accordingly, the total votable shares were 109 808 662 shares of which 103 079 522 were ordinary shares and 6 729 140 were B ordinary shares.
No resolutions were added or amended at the AGM.
27 July 2023 Johannesburg
Sponsor
Valeo Capital (Pty) Limited