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ADVTECH LIMITED - Results of the 2020 Annual General Meeting

Release Date: 29/05/2020 08:59
Code(s): ADH     PDF:  
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Results of the 2020 Annual General Meeting

 ADvTECH Limited
 (Incorporated in the Republic of South Africa)
 (Registration number 1990/001119/06)
 Share code: ADH        ISIN: ZAE000031035
 ("ADvTECH” or “the Company” or “the Group")


RESULTS OF THE 2020 ANNUAL GENERAL MEETING

In terms of section 3.91 of the JSE Listings Requirements, shareholders are hereby advised that at the
annual general meeting of shareholders of the Company held Thursday 28 May 2020, all the proposed
ordinary and special resolutions, as set out in the notice of annual general meeting contained in the
Integrated Annual Report, save for the withdrawal of ordinary resolutions number 4 and 5, were approved
by the requisite majority of shareholders present or represented by proxy.

Special resolution number 1 which relates to the fees for non-executive directors was amended. The
Board of Directors had resolved that no increase in directors’ fees be tabled for shareholder approval
owing to the impact of COVID 19. Shareholders are referred to the SENS announcement published on
27 May 2020 in this regard.

Details of the results of voting at the annual general meeting are as follows:

 Ordinary shares:

 Total number of issued ordinary shares:                                 548 766 976

 Total number of issued ordinary shares net of                           548 766 976
 treasury shares:

 Total Votable Ordinary Shares                                           548 766 976




The meeting was well attended by 414 135 733 ADvTECH shares, representing 75.47% of the total
ordinary issued share capital of ADvTECH, voting in person or by proxy.

The resolutions proposed at the AGM, together with the percentage of shares abstained (as a
percentage of total issued share capital of the Company), as well as the percentage of votes carried for
and against each resolution (as a percentage of shares voted), are as follows:

 1.   Ordinary resolution number 1: Adoption of the annual financial statements

        FOR                               AGAINST                          ABSTAIN
        413 280 044                       7 527                            568 469
        99.9982%                       0.0018%                         0.1036%


2.   Ordinary resolution number 2: Appointment of Ms KM Gugushe as a non-executive director

        FOR                            AGAINST                         ABSTAIN
        349 535 395                    7 070 544                       57 250 101
        98.0173%                       1.9827%                         10.4325%



3.   Ordinary resolution number 3: Re-election of Mr CH Boulle as a non-executive director

        FOR                            AGAINST                         ABSTAIN
        406 371 508                    19 376                          7 465 156
        99.9952%                       0.0048%                         1.3604%



4.   Ordinary resolution number 4 : Resolution withdrawn

5.   Ordinary resolution number 5 : Resolution withdrawn

6.   Ordinary resolution number 6: Re-election of Dr JM Hofmeyr as a non-executive director

        FOR                            AGAINST                         ABSTAIN
        396 311 897                    17 012 206                      531 937
        95.8841%                       4.1159%                         0.0969%



7.   Ordinary resolution number 7: Re-election of Mr KDM Warburton as a member and chairman of
     the audit committee

        FOR                            AGAINST                         ABSTAIN
        406 371 508                    19 259                          7 465 273
        99.9953%                       0.0047%                         1.3604%



8.   Ordinary resolution number 8: Re-election of Dr JS Chimhanzi as a member of the audit committee

        FOR                            AGAINST                         ABSTAIN
        390 794 671                    15 596 213                      7 465 156
        96.1623%                       3.8377%                         1.3604%



9.   Ordinary resolution number 9: Election of Ms KM Gugushe as a member of the audit committee

        FOR                            AGAINST                         ABSTAIN
        350 763 096                    7 070 544                       56 022 400
       98.0241%                        1.9759%                         10.2088%



10. Ordinary resolution number 10: Appointment of external auditors

       FOR                             AGAINST                         ABSTAIN
       389 420 942                     23 907 940                      527 158
       94.2158%                        5.7842%                         0.0961%



11. Ordinary resolution number 11: Issuing shares for cash

       FOR                             AGAINST                         ABSTAIN
       343 444 375                     62 945 926                      7 465 739
       84.5110%                        15.4890%                        1.3605%



12. Ordinary resolution number 12: Signature of documents

       FOR                             AGAINST                         ABSTAIN
       413 316 244                     10 459                          529 337
       99.9975%                        0.0025%                         0.0965%



13. Non-binding advisory vote number 1 – Remuneration policy

       FOR                             AGAINST                         ABSTAIN
       238 127 336                     175 208 413                     520 291
       57.6111%                        42.3889%                        0.0948%



14. Non-binding advisory vote number 2 – Implementation policy

       FOR                             AGAINST                         ABSTAIN
       311 855 711                     70 108 756                      31 891 573
       81.6452%                        18.3548%                        5.8115%



15. Special resolution number 1: Approval of non-executive directors’ fees

       FOR                             AGAINST                         ABSTAIN
       380 615 913                     24 709 982                      8 530 145
       93.9037%                        6.0963%                         1.5544%
16. Special resolution number 2: Authority to make loans or give financial assistance to subsidiaries
       and related or inter-related companies

         FOR                             AGAINST                          ABSTAIN
         411 054 142                     2 281 010                        520 888
         99.4481%                        0.5519%                          0.0949%



17. Special resolution number 3: General authority for the acquisition of shares issued by the Company

         FOR                             AGAINST                          ABSTAIN
         413 313 073                     22 079                           520 888
         99.9947%                        0.0053%                          0.0949%



   •     As a result of more than 25% of the votes exercised against the non-binding advisory resolution,
         in terms of the recommendations of the King IV Report on Corporate Governance for South
         Africa, 2016 and paragraph 3.84(k) of the JSE Listings Requirements, dissenting shareholders
         are invited to forward their concerns/questions on the Group remuneration policy to the Group
         company secretary Nwabisa Piki in writing at npiki@advtech.co.za by the close of business on
         12 June 2020;


   •     Following the responses received from the dissenting shareholders in accordance with the
         above, appropriate engagements will be scheduled with such shareholders at a suitable date
         and time.

The voting results and the nature and steps taken to address the objections raised by shareholders on
the remuneration policy will further be disclosed in the next annual integrated report.

The Board believes that the remuneration policy is essential as the Group seeks to entrench a culture
of high performance by aligning the remuneration philosophy with the business objectives, values and
strategy.



29 May 2020
Johannesburg
Sponsor: Bridge Capital Advisors Proprietary Limited

Date: 29-05-2020 08:59:00
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