ADVTECH LIMITED - Retirement of chairman and non-executive director policy

Retirement of chairman and non-executive director policy

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


RETIREMENT OF CHAIRMAN AND NON-EXECUTIVE DIRECTOR POLICY


ADOPTION OF NON-EXECUTIVE DIRECTOR POLICY OF TENURE AND THE COMPANY’S
MEMORANDUM OF INCORPORATION


The Board of Directors of the Company had adopted an internal non-executive director tenure policy
in 2019, in terms of which all non-executive directors who have served on the board for a period of
nine years or longer and/or have reached the age of 70 or older must stand for re-election on an
annual basis. In addition, a non-executive director may not serve on the board for a tenure of longer
than 12 years.


In terms of the Company’s Memorandum of Incorporation, the directors of the Board may elect from
their number a Chairman and decide the period for which the Chairman is to hold office from time to
time.


RETIREMENT OF BOARD CHAIRMAN AND PROCESS FOR THE APPOINTMENT OF NEW BOARD
CHAIRMAN

In pursuance of the above, and in accordance with paragraph 3.59(c) of the JSE Limited Listings
Requirements, shareholders are hereby advised that Mr Chris Boulle is due to retire in
September 2023 having reached his 12-year tenure on the board. Mr Boulle was appointed as an
alternate director in September 2011 and subsequently as non-executive director in March 2013.


The Board has requested Mr Boulle to stay in office, subject to shareholder approval at the upcoming
Annual General Meeting to be held on 18 May 2023, until the conclusion of the 2024 Annual General
Meeting as such extension of tenure would be in the best interests of the Company.
The Board has further, in line with the recommendation of Principle 7 of King IV™, conducted an
assessment on the independence of Mr Boulle and is satisfied that notwithstanding his tenure on the
Board, he remains independent.


Mr Boulle has indicated his willingness to continue to hold office until the conclusion of the 2024
Annual General Meeting and at which meeting, he will then retire as a director, as Chairman of the
Board, Chairman of the Nominations Committee and member of the Transformation, Social and Ethics
Committee.


The Board has commenced a process to appoint a suitable candidate as successor to Mr Boulle and is
confident that such a candidate will be identified in the near future and well prior to Mr Boulle
stepping down. Shareholders will be advised, in accordance with the provisions of the JSE Limited
Listings Requirements, as soon as such a candidate has been identified.



Johannesburg

17 April 2023

Sponsor: Bridge Capital Advisors Proprietary Limited

Date: 17-04-2023 09:15:00
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