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Results of the Annual General Meeting of Bell Equipment Limited held on 31 May 2023
BELL EQUIPMENT LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1968/013656/06
Share code: BEL
ISIN: ZAE000028304
(“Bell” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING OF BELL EQUIPMENT LIMITED HELD ON 31 MAY 2023
At the annual general meeting of the shareholders of the Company held on Wednesday, 31 May 2023 , the ordinary and special resolutions
proposed at the meeting were unaltered from that reflected in the notice of annual general meeting and were approved by the requisite majority
of votes.
Total number of shares in issue 95 629 385
Treasury shares (excluded from voting) 32 233
Total number of shares (voteable shares) 95 597 152
Total number of shares represented (including proxies) at the General Meeting 79 847 738
Proportion of total voteable shares represented at the General Meeting 83,53%
Annual financial statements
The annual financial statements of the Company, incorporating the external auditor, audit committee and directors’ reports for the year ended 31
December 2022, were presented.
Details of the results of voting at the annual general meeting were as follows:
Votes cast disclosed as a Shares voted Shares abstained
percentage of the total disclosed as a disclosed as a
number of shares voted Number of
Resolution percentage of the percentage of the
at the meeting Shares Voted
total issued total issued
shares shares
For Against
Ordinary resolution 1.1: To re-elect director who retires
by rotation - G Bell 99,86% 0,14% 79 361 249 82,99% 0,51%
Ordinary resolution 1.2: To re-elect director who retires
by rotation - R Naidu 99,91% 0,09% 79 361 249 82,99% 0,51%
Ordinary resolution 1.3: To re-elect director who retires
by rotation - M Ramathe 99,91% 0,09% 79 361 249 82,99% 0,51%
Ordinary resolution 2.1: Election of D Lawrance, an
independent non-executive director, as a member of the
audit committee until the conclusion of the AGM to be
held in 2024 99,98% 0,02% 79 361 249 82,99% 0,51%
Ordinary resolution 2.2: Election of R Naidu, an
independent non-executive director, as a member of the
audit committee until the conclusion of the AGM to be
held in 2024 99,86% 0,14% 79 361 249 82,99% 0,51%
Ordinary resolution 2.3: Election of M Ramathe, an
independent non-executive director, as a member of the
audit committee until the conclusion of the AGM to be
held in 2024 99,91% 0,09% 79 361 249 82,99% 0,51%
Ordinary resolution 2.4: Election of U Maharaj, an
independent non-executive director, as a member of the
audit committee until the conclusion of the AGM to be
held in 2024 99,98% 0,02% 79 361 249 82,99% 0,51%
Ordinary resolution 3: Appointment of Deloitte &
Touche as the independent auditor of the Company until
the conclusion of the AGM to be held in 2024 94,81% 5,19% 79 361 249 82,99% 0,51%
Ordinary resolution 4: Placement of certain of the
authorised but unissued shares under the control of the
directors 94,27% 5,73% 79 361 249 82,99% 0,51%
Ordinary resolution 5: Non-binding advisory vote on the
Company’s remuneration policy 97,01% 2,99% 79 361 249 82,99% 0,51%
Ordinary resolution 6: Non-binding advisory vote on the
Company’s remuneration implementation report 97,01% 2,99% 79 361 249 82,99% 0,51%
Special resolution number 1: General authority for the
provision of financial assistance in terms of Section 44 of
the Companies Act 99,93% 0,07% 79 361 249 82,99% 0,51%
Special resolution number 2: General authority for the
provision of financial assistance in terms of Section 45 of
the Companies Act 99,99% 0,01% 79 361 249 82,99% 0,51%
Special resolution number 3.1: Approval of the basis of
the remuneration payable to non-executive directors:
(Annual retainer fees) - Non-executive chairman 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.2: Approval of the basis of
the remuneration payable to non-executive directors:
(Annual retainer fees) - Lead independent non-executive
director 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.3: Approval of the basis of
the remuneration payable to non-executive directors:
(Annual retainer fees) - Non-executive directors 94,87% 5,13% 79 361 249 82,99% 0,51%
Special resolution number 3.4: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid per meeting to the chairman of the board and
the chairmen of the board committees) - Board 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.5: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid per meeting to the chairman of the board and
the chairmen of the board committees) - Audit
committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.6: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid per meeting to the chairman of the board and
the chairmen of the board committees) - Risk and
sustainability committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.7: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid per meeting to the chairman of the board and
the chairmen of the board committees) - Nominations
committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.8: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid per meeting to the chairman of the board and
the chairmen of the board committees) - Remuneration
committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.9: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid per meeting to the chairman of the board and
the chairmen of the board committees) - Social, ethics
and transformation committee 99,96% 0,04% 79 376 249 83,00% 0,49%
Special resolution number 3.10: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid per meeting to the chairman of the board and
the chairmen of the board committees) - Fees paid to
lead independent non-executive director per board
meeting 99,96% 0,04% 79 376 249 83,00% 0,49%
Special resolution number 3.11: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid to non-executive directors, including the
chairman of the board, the lead independent non-
executive director and the chairmen of board
committees, per meeting) - Board 94,87% 5,13% 79 361 249 82,99% 0,51%
Special resolution number 3.12: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid to non-executive directors, including the
chairman of the board, the lead independent non-
executive director and the chairmen of board
committees, per meeting) - Audit committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.13: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid to non-executive directors, including the
chairman of the board, the lead independent non-
executive director and the chairmen of board
committees, per meeting) - Risk and sustainability
committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.14: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid to non-executive directors, including the
chairman of the board, the lead independent non-
executive director and the chairmen of board
committees, per meeting) - Nominations committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.15: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid to non-executive directors, including the
chairman of the board, the lead independent non-
executive director and the chairmen of board
committees, per meeting) - Remuneration committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.16: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid to non-executive directors, including the
chairman of the board, the lead independent non-
executive director and the chairmen of board
committees, per meeting) - Social, ethics and
transformation committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.17: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid to non-executive directors, including the
chairman of the board, the lead independent non-
executive director and the chairmen of board
committees, per meeting) - Bell Equipment audit
services committee 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 3.18: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid to non-executive directors, including the
chairman of the board, the lead independent non-
executive director and the chairmen of board
committees, per meeting) - Ad hoc committees 99,92% 0,08% 79 361 249 82,99% 0,51%
Special resolution number 3.19: Approval of the basis of
the remuneration payable to non-executive directors:
(Fees paid to non-executive directors, including the
chairman of the board, the lead independent non-
executive director and the chairmen of board
committees, per meeting) - Annual general meeting 99,98% 0,02% 79 361 249 82,99% 0,51%
Special resolution number 4: General authority to
repurchase shares 99,93% 0,07% 79 403 849 83,03% 0,46%
The special resolutions will, to the extent necessary, be filed and registered with the Companies and Intellectual Property Commission.
Richards Bay
1 June 2023
Sponsor: Investec Bank Limited
Date: 01-06-2023 11:35:00
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