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Results of Annual General Meeting
Bid Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number: 1995/008615/06
Share code: BID ISIN: ZAE000216537
(“Bidcorp” or “the Company”)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the Annual General Meeting (“AGM” or “the meeting”) of the shareholders of Bid Corporation Limited held today,
Thursday November 14th 2019, the ordinary and special resolutions proposed at the meeting were unmodified from
that reflected in the Notice of Annual General Meeting and were approved by the requisite majority of votes.
In this regard, Bidcorp confirms the voting statistics from the Annual General Meeting as follows:
Total number of shares in issue 335 404 212
Treasury shares (excluded from voting) 1 257 031
Total number of shares (“voteable shares”) 334 147 181
Total number of shares represented (including proxies) at the AGM 267 802 086
Proportion of total voteable shares represented at the AGM 80.14%
Votes Carried as a
Shares voted as a Shares abstained
percentage of the total
Number of Shares percentage of the as a percentage
Resolution number of shares voted
Voted total issued share of the total
at the meeting
capital issued share
For Against capital
1 Ordinary resolution number 1: Reappointment of external auditor 100.00% 0.00% 267 184 696 79.66% 0.18%
2 Ordinary resolution number 2.1: Re-election of director - T Abdool-Samad 99.87% 0.13% 267 185 391 79.66% 0.18%
3 Ordinary resolution number 2.2: Re-election of director - CL Rosenberg 94.36% 5.64% 266 421 496 79.43% 0.41%
4 Ordinary resolution number 2.3: Re-election of director - DE Cleasby 99.77% 0.23% 267 192 441 79.66% 0.18%
-
5 Ordinary resolution number 2.4: Re-election of director - B Joffe 95.76% 4.24% 267 193 022 79.66% 0.18%
6 Ordinary resolution number 2.5: Re-election of director - DD Mokgatle 99.67% 0.33% 267 045 153 79.62% 0.22%
Ordinary resolution number 3.1: Election of audit and risk committee member
7 99.62% 0.38% 266 984 019 79.60% 0.24%
T Abdool-Samad
Ordinary resolution number 3.2: Election of audit and risk committee member
8 95.01% 4.99% 266 984 069 79.60% 0.24%
PC Baloyi
Ordinary resolution number 3.3: Election of audit and risk committee member
9 94.89% 5.11% 266 989 935 79.60% 0.24%
NG Payne
Ordinary resolution number 3.4: Election of audit and risk committee member
10 99.97% 0.03% 267 191 357 79.66% 0.18%
H Wiseman
Ordinary resolution number 4.1: Endorsement of Bidcorp remuneration policy
11 96.12% 3.88% 267 175 268 79.66% 0.19%
– non-binding advisory vote: Remuneration policy
Ordinary resolution number 4.2: Endorsement of Bidcorp remuneration policy
12 95.62% 4.38% 267 175 061 79.66% 0.19%
– non?binding advisory vote: Implementation of remuneration policy
Ordinary resolution number 5: Amendments to the conditional share plan
13 99.94% 0.06% 267 181 645 79.66% 0.18%
(CSP) scheme
Ordinary resolution number 6: General authority to directors to allot and
14 91.18% 8.82% 267 190 573 79.66% 0.18%
issue authorised but unissued ordinary shares
15 Ordinary resolution number 7: General authority to issue shares for cash 88.85% 11.15% 267 190 773 79.66% 0.18%
Ordinary resolution number 8: Payment of dividend by way of
16 98.55% 1.45% 267 185 363 79.66% 0.18%
pro rata reduction of stated capital
17 Ordinary resolution number 9: Creation and issue of convertible debentures 88.27% 11.73% 266 965 875 79.60% 0.25%
Ordinary resolution number 10: Directors’ authority to implement special and
18 98.80% 1.20% 267 183 773 79.66% 0.18%
ordinary resolutions
19 Special resolution number 1: General authority to acquire (repurchase) shares 99.42% 0.58% 267 174 497 79.66% 0.19%
Votes Carried as a
Shares voted as a Shares abstained
percentage of the total
Number of Shares percentage of the as a percentage
Resolution number of shares voted
Voted total issued share of the total
at the meeting
capital issued share
For Against capital
Special resolution number 2.1: Approval of non-executive directors’ annual
20 98.74% 1.26% 267 177 766 79.66% 0.19%
fees – 2019/2020 - Chairman
Special resolution number 2.2: Approval of non-executive directors’ annual
21 99.68% 0.32% 267 176 176 79.66% 0.19%
fees – 2019/2020 - Lead independent non-executive director (SA)
Special resolution number 2.3: Approval of non-executive directors’ annual
22 98.75% 1.25% 266 975 888 79.60% 0.25%
fees – 2019/2020 - Lead independent director (International) (AUD)
Special resolution number 2.4: Approval of non-executive directors’ annual
23 99.65% 0.35% 267 175 976 79.66% 0.19%
fees – 2019/2020 - Non-executive directors (SA)
Special resolution number 2.5: Approval of non-executive directors’ annual
24 98.75% 1.25% 266 975 888 79.60% 0.25%
fees – 2019/2020 - Non-executive directors (International) (AUD)
Special resolution number 2.6: Approval of non-executive directors’ annual
25 99.68% 0.32% 266 618 274 79.49% 0.25%
fees – 2019/2020 - Audit and risk committee chairman (International) (AUD)
Special resolution number 2.7: Approval of non-executive directors’ annual
26 99.68% 0.32% 267 175 976 79.66% 0.19%
fees – 2019/2020 - Audit and risk committee chairman (SA)
Special resolution number 2.8: Approval of non-executive directors’ annual
27 99.65% 0.35% 267 176 176 79.66% 0.19%
fees – 2019/2020 - Audit and risk committee member (SA)
Special resolution number 2.9: Approval of non-executive directors’ annual
28 99.68% 0.32% 266 975 888 79.60% 0.25%
fees – 2019/2020 - Audit and risk committee member (International) (AUD)
Special resolution number 2.10: Approval of non-executive directors’ annual
29 99.22% 0.78% 267 176 026 79.66% 0.19%
fees – 2019/2020 ? Remuneration committee chairman (SA)
Special resolution number 2.11: Approval of non-executive directors’ annual
30 99.68% 0.32% 266 975 938 79.60% 0.25%
fees – 2019/2020 - Remuneration committee chairman (International) (AUD)
Special resolution number 2.12: Approval of non-executive directors’ annual
31 99.68% 0.32% 267 175 976 79.66% 0.19%
fees – 2019/2020 - Remuneration committee member (SA)
Special resolution number 2.13: Approval of non-executive directors’ annual
32 99.68% 0.32% 266 975 888 79.60% 0.25%
fees – 2019/2020 - Remuneration committee member (International) (AUD)
Special resolution number 2.14: Approval of non-executive directors’ annual
33 99.22% 0.78% 267 175 976 79.66% 0.19%
fees – 2019/2020 - Nominations committee chairman (SA)
Special resolution number 2.15: Approval of non-executive directors’ annual
34 99.68% 0.32% 266 975 688 79.60% 0.25%
fees – 2019/2020 - Nominations committee chairman (International) (AUD)
Special resolution number 2.16: Approval of non?executive directors’ annual
35 99.68% 0.32% 267 175 976 79.66% 0.19%
fees – 2019/2020 - Nominations committee member (SA)
Special resolution number 2.17: Approval of non-executive directors’ annual
36 99.68% 0.32% 266 975 688 79.60% 0.25%
fees – 2019/2020 - Nominations committee member (International) (AUD)
Special resolution number 2.18: Approval of non-executive directors’ annual
37 99.22% 0.78% 267 176 176 79.66% 0.19%
fees – 2019/2020 - Acquisitions committee chairman (SA)
Special resolution number 2.19: Approval of non-executive directors’ annual
38 99.68% 0.32% 266 975 888 79.60% 0.25%
fees – 2019/2020 - Acquisitions committee chairman (International) (AUD)
Special resolution number 2.20: Approval of non-executive directors’ annual
39 99.68% 0.32% 267 176 176 79.66% 0.19%
fees – 2019/2020 - Acquisitions committee member (SA)
Special resolution number 2.21: Approval of non-executive directors’ annual
40 99.68% 0.32% 266 975 888 79.60% 0.25%
fees – 2019/2020 - Acquisitions committee member (International) (AUD)
Votes Carried as a
Shares voted as a Shares abstained
percentage of the total
Number of Shares percentage of the as a percentage
Resolution number of shares voted
Voted total issued share of the total
at the meeting
capital issued share
For Against capital
Special resolution number 2.22: Approval of non-executive directors’ annual
41 99.68% 0.32% 267 175 976 79.66% 0.19%
fees – 2019/2020 - Social and ethics committee chairman (SA)
Special resolution number 2.23: Approval of non?executive directors’ annual
42 fees – 2019/2020 - Social and ethics committee chairman (International) 99.68%
0.32% 266 975 688 79.60% 0.25%
(AUD)
Special resolution number 2.24: Approval of non-executive directors’ annual
43 99.68% 0.32% 267 175 976 79.66% 0.19%
fees – 2019/2020 - Social and ethics committee member (SA)
Special resolution number 2.25: Approval of non-executive directors’ annual
44 99.69% 0.31% 266 975 688 79.60% 0.25%
fees – 2019/2020 - Social and ethics committee member (International) (AUD)
Special resolution number 2.26: Approval of non-executive directors’ annual
45 99.72% 0.28% 267 176 176 79.66% 0.19%
fees – 2019/2020 - Ad hoc meeting (SA)
Special resolution number 2.27: Approval of non-executive directors’ annual
46 99.98% 0.02% 266 975 888 79.60% 0.25%
fees – 2019/2020 - Ad hoc meeting (International) (AUD)
Special resolution number 2.28: Approval of non-executive directors’ annual
47 99.98% 0.02% 266 975 888 79.60% 0.19%
fees – 2019/2020 - Travel per meeting cycle (SA)
Special resolution number 2.29: Approval of non-executive directors’ annual
48 99.98% 0.02% 266 975 888 79.60% 0.19%
fees – 2019/2020 - Travel per meeting cycle (International) (AUD)
Special resolution number 3: General authority to provide financial assistance
49 97.89% 2.11% 266 983 302 79.60% 0.18%
to related or inter-related companies and corporations
The special resolution(s) will, where necessary, be lodged for registration with the Companies and Intellectual
Property Commission in due course.
CAPITAL MARKETS TRADING UPDATE
Shareholders are reminded that management will be hosting a capital markets trading update on Monday,
November 18th 2019 at 09h30 SA time where an operational update will be provided.
Full details are available on the Bidcorp website (www.bidcorpgroup.com).
Date: November 15th 2019
Johannesburg
Sponsor: The Standard Bank of South Africa Limited
Date: 15/11/2019 07:05:00
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