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ADCORP HOLDINGS LIMITED - Results of the Annual General Meeting

Release Date: 29/07/2021 16:47
Code(s): ADR     PDF:  
Wrap Text
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 Company")

RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are hereby advised that at the annual general meeting of the Company held
electronically at 09:00 today, Thursday, 29 July 2021 (“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
                                              Votes
                                             against
                                         resolution
                                                as a                  Number of      Number of
                                         percentag                       ordinary      ordinary
                            Votes for      e of total                     shares         shares
                      resolution as a    number of                       voted at    abstained
                       percentage of       ordinary       Number of    AGM as a             as a
Resolutions          total number of         shares         ordinary percentage     percentage
proposed at the      ordinary shares        voted at    shares voted of shares in     of shares
AGM                     voted at AGM            AGM           at AGM         issue      in issue

Ordinary
resolution
number 1.1:
Election and re-
election of
director – J
Wentzel                        100.00%         0.00%        93 024 444     84.60%         0.01%

Ordinary
resolution
number 1.2:
Election and re-
election of
director – N
Prendergast                    100.00%         0.00%        93 024 444     84.60%         0.01%

Ordinary
resolution
number 1.3:
Election and re-
election of
director – T
Mokgabudi                      100.00%         0.00%        93 024 444     84.60%         0.01%

Ordinary
resolution                      97.84%         2.16%        93 024 444     84.60%         0.01%
number 1.4:
Election and re-
election of
director – P
Mnganga

Ordinary
resolution
number 1.5:
Election and re-
election of
director – H Singh            100.00%         0.00%        93 024 444     84.60%         0.01%

Ordinary
resolution
number 1.6:
Election and re-
election of
director – R van
Dijk                         100.00%          0.00%       93 024 444      84.60%         0.01%

Ordinary
resolution
number 2.1:
Election of Audit
and Risk
Committee
Chairperson – T
Mokgabudi                   100.00%          0.00%        93 024 444      84.60%        0.01%

Ordinary
resolution
number 2.2:
Election of Audit
and Risk
Committee
member - H
Singh                        97.88%         2.12%         93 024 444      84.60%        0.01%

Ordinary
resolution
number 2.3:
Election of Audit
and Risk
Committee
member - MW
Spicer                       97.88%          2.12%        93 024 444      84.60%         0.01%

Ordinary
resolution
number 2.4:
Election of Audit
and Risk
Committee
member - R van
Dijk                         100.00%         0.00%        93 024 444      84.60%        0.01%

Ordinary
resolution
number 2.5:
Election of Audit
and Risk
Committee
member - M
Lubega                       100.00%          0.00%      93 024 444       84.60%       0.01%

Ordinary
resolution
number 3: Re-
appointment of
independent
external auditor              94.85%           5.15%      92 276 567      83.92%        0.69%

Ordinary
resolution
number 4: Place
2 000 000 of the
authorised but
unissued ordinary
shares under the
control of the
directors                   97.86%        2.14%          93 024 444         84.60%          0.01%

Ordinary
resolution
number 5: Non-
binding advisory
vote on the
remuneration
policy                       74.07%        25.93%        93 024 444         84.60%          0.01%

Ordinary
resolution
number 6: Non-
binding advisory
vote on the
remuneration
implementation
report                       73.45%         26.55%       93 024 444         84.60%          0.01%

Ordinary
resolution
number 7:
Authority to
implement
resolutions
passed at the
AGM                          100.00%         0.00%       93 024 444         84.60%          0.01%

Special resolution
number 1:
Remuneration
payable to non-               99.99%          0.01%       93 024 444        84.60%          0.01%
executive
directors

Special resolution
number 2:
Repurchase of
the Company’s
shares                        100.00%         0.00%        93 024 444       84.60%          0.01%

Special resolution
number 3:
Financial
assistance for the
provision of loans
or other financial
assistance to
present or future
related and inter-
related
companies                      96.64%         3.36%        93 024 444       84.60%          0.01%


B Shares
                                             Votes
                                            against                        Number
                                         resolution                            of B
                           Votes for           as a                         shares     Number of
                       resolution as    percentage                         voted at     B shares
                       a percentage         of total                     AGM as a      abstained
                             of total    number of                       percentag            as a
Resolutions             number of B       B shares       Number of B           e of   percentage
proposed at the        shares voted        voted at    shares voted at    shares in     of shares
AGM                        at AGM           AGM                AGM         issue       in issue
Ordinary resolution
number 1.1: Election
and re-election of
director – Dr. J
Wentzel                      100.00%          0.00%          6 729 140     100.00%          0.00%
Ordinary resolution
number 1.2: Election
and re-election of
director – N
Prendergast                  100.00%          0.00%          6 729 140     100.00%          0.00%
Ordinary resolution
number 1.3: Election
and re-election of
director – T
Mokgabudi                    100.00%          0.00%          6 729 140     100.00%          0.00%
Ordinary resolution
number 1.4: Election
and re-election of
director – P
Mnganga                      100.00%          0.00%          6 729 140     100.00%          0.00%
Ordinary resolution
number 1.5: Election
and re-election of
director – H Singh           100.00%          0.00%          6 729 140      100.00%         0.00%
Ordinary resolution
number 1.6: Election
and re-election of
director – R van Dijk        100.00%          0.00%           6 729 140      100.00%        0.00%
Ordinary resolution
number 2.1: Election
of Audit and Risk
Committee
Chairperson – T
Mokgabudi                    100.00%           0.00%           6 729 140     100.00%        0.00%
Ordinary resolution
number 2.2: Election
of Audit and Risk
Committee member
- H Singh                     100.00%           0.00%           6 729 140     100.00%        0.00%
Ordinary resolution
number 2.3: Election
of Audit and Risk
Committee member
- MW Spicer                    100.00%          0.00%           6 729 140      100.00%        0.00%
Ordinary resolution
number 2.4: Election
of Audit and Risk
Committee member
- R van Dijk                   100.00%           0.00%           6 729 140     100.00%         0.00%
Ordinary resolution
number 2.5: Election
of Audit and Risk
Committee member
- M Lubega                     100.00%            0.00%          6 729 140      100.00%       0.00%
Ordinary resolution
number 3: Re-
appointment of
independent
external auditor               100.00%           0.00%            6 729 140      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%            6 729 140       100.00%       0.00%
Ordinary resolution
number 5: Non-
binding advisory                100.00%           0.00%            6 729 140        100.00%      0.00%
vote on the
remuneration policy
Ordinary resolution
number 6: Non-
binding advisory
vote on the
remuneration
implementation
report                      100.00%         0.00%          6 729 140     100.00%         0.00%
Ordinary resolution
number 7: Authority
to implement
resolutions passed
at the AGM                  100.00%         0.00%          6 729 140     100.00%         0.00%
Special resolution
number 1:
Remuneration
payable to non-
executive directors         100.00%         0.00%          6 729 140     100.00%         0.00%
Special resolution
number 2:
Repurchase of the
Company’s shares            100.00%         0.00%          6 729 140     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%          6 729 140     100.00%         0.00%


Note:
Total number of shares in issue as at the date of the AGM was 116 683 815 of which
109 954 675 were ordinary shares and 6 729 140 were B ordinary shares. The ordinary shares
and the B ordinary shares rank in pari passu for voting rights.

Management notes that just under 25% of the shareholders present or represented by proxy
at the AGM voted against resolution numbers 5 and 6, and an invitation will be extended to
such dissenting shareholders to engage with the Company.

Johannesburg
29 July 2021

Sponsor
PSG Capital

Date: 29-07-2021 04:47:00
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