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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 the annual general meeting of the Company was held
entirely by way of electronic participation at 09:00 today, 27 July 2023 (“AGM”).
Shareholders are further advised that at the 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 3
Resolutions Ordinary Ordinary Votes for Votes Ordinary
proposed at the AGM shares shares resolution against shares
voted at voted (%) 1 (%) 2 resolution abstained
General (%) 2 (%)1
Meeting
(number)
Ordinary resolution 91 265 942 88.54% 100.00% 0.00% 1.00%
number 1.1: Re-
election of retiring
director, Ronel van
Dijk
Ordinary resolution 91 265 942 88.54% 99.78% 0.22% 1.00%
number 1.2: Re-
election of retiring
director, Clive Richard
Smith
Ordinary resolution 91 261 387 88.53% 100.00% 0.00% 1.00%
number 1.3: Re-
election of retiring
director, Melvyn
Lubega
Ordinary resolution 91 261 387 88.53% 99.96% 0.04% 1.00%
number 2.1: Re-
appointment of Tshidi
Mokgabudi as a
member of the audit
and risk committee
Ordinary resolution 91 265 942 88.54% 97.72% 2.28% 1.00%
number 2.2: Re-
appointment of
Herman Singh as a
member of the audit
and risk committee
Ordinary resolution 91 265 942 88.54% 100.00% 0.00% 1.00%
number 2.3: Re-
appointment of Ronel
van Dijk as a member
of the audit and risk
committee
Ordinary resolution 91 265 942 88.54% 100.00% 0.00% 1.00%
number 2.4: Re-
appointment of Melvyn
Lubega as a member
of the audit and risk
committee
Ordinary resolution 91 265 942 88.54% 99.56% 0.44% 1.00%
number 3: Re-
appointment of
independent external
auditor
Ordinary resolution 91 271 642 88.54% 97.62% 2.38% 0.99%
number 4: Place
2 000 000 of the
authorised but
unissued ordinary
shares under the
control of the directors
Ordinary resolution 91 263 510 88.54% 96.77% 3.23% 1.00%
number 5: Non-
binding advisory vote
on the remuneration
policy
Ordinary resolution 91 263 510 88.54% 97.68% 2.32% 1.00%
number 6: Non-
binding advisory vote
on the remuneration
implementation report
Ordinary resolution 91 265 942 88.54% 100.00% 0.00% 1.00%
number 7: Authority to
implement resolutions
passed at the AGM
Special resolution 91 263 510 88.54% 96.63% 3.37% 1.00%
number 1:
Remuneration payable
to non-executive
directors
Special resolution 91 271 642 88.54% 96.99% 3.01% 0.99%
number 2:
Repurchase of the
Company’s shares
Special resolution 91 265 942 88.54% 96.63% 3.37% 1.00%
number 3: Financial
assistance for the
subscription and/or
purchase of shares in
the Company or a
related or inter-related
Company
Special resolution 91 265 942 88.54% 100.00% 0.00% 1.00%
number 4: Inter-
company financial
assistance
Note:
1 As a percentage of the total number of ordinary shares in issue as at the date of the AGM
(excluding treasury shares and B ordinary shares).
2 As a percentage of the total number of ordinary shares voted at the AGM (excluding treasury
and B ordinary shares).
3 The total number of ordinary shares in issue as at the date of the AGM was 109 954 675 shares
of which 6 875 153 were treasury shares. Accordingly, the total votable ordinary shares were
103 079 522 ordinary shares.
Ordinary shares and B ordinary shares 3
Resolutions Shares Shares Votes for Votes Shares
proposed at the AGM voted at voted (%) 1 resolution against abstained
General (%) 2 resolution (%)1
Meeting (%) 2
(number)
Ordinary resolution 97 995 082 89.24% 100.00% 0.00% 0.93%
number 1.1: Re-
election of retiring
director, Ronel van
Dijk
Ordinary resolution 97 995 082 89.24% 99.80% 0.20% 0.93%
number 1.2: Re-
election of retiring
director, Clive Richard
Smith
Ordinary resolution 97 990 527 89.24% 100.00% 0.00% 0.94%
number 1.3: Re-
election of retiring
director, Melvyn
Lubega
Ordinary resolution 97 990 527 89.24% 99.97% 0.03% 0.94%
number 2.1: Re-
appointment of Tshidi
Mokgabudi as a
member of the audit
and risk committee
Ordinary resolution 97 995 082 89.24% 97.87% 2.13% 0.93%
number 2.2: Re-
appointment of
Herman Singh as a
member of the audit
and risk committee
Ordinary resolution 97 995 082 89.24% 100.00% 0.00% 0.93%
number 2.3: Re-
appointment of Ronel
van Dijk as a member
of the audit and risk
committee
Ordinary resolution 97 995 082 89.24% 100.00% 0.00% 0.93%
number 2.4: Re-
appointment of Melvyn
Lubega as a member
of the audit and risk
committee
Ordinary resolution 97 995 082 89.24% 99.59% 0.41% 0.93%
number 3: Re-
appointment of
independent external
auditor
Ordinary resolution 98 000 782 89.25% 97.79% 2.21% 0.93%
number 4: Place
2 000 000 of the
authorised but
unissued ordinary
shares under the
control of the directors
Ordinary resolution 97 992 650 89.24% 96.99% 3.01% 0.94%
number 5: Non-
binding advisory vote
on the remuneration
policy
Ordinary resolution 97 992 650 89.24% 97.84% 2.16% 0.94%
number 6: Non-
binding advisory vote
on the remuneration
implementation report
Ordinary resolution 97 995 082 89.24% 100.00% 0.00% 0.93%
number 7: Authority to
implement resolutions
passed at the AGM
Special resolution 97 992 650 89.24% 96.86% 3.14% 0.94%
number 1:
Remuneration payable
to non-executive
directors
Special resolution 98 000 782 89.25% 97.20% 2.80% 0.93%
number 2:
Repurchase of the
Company’s shares
Special resolution 97 995 082 89.24% 96.86% 3.14% 0.93%
number 3: Financial
assistance for the
subscription and/or
purchase of shares in
the Company or a
related or inter-related
Company
Special resolution 97 995 082 89.24% 100.00% 0.00% 0.93%
number 4: Inter-
company financial
assistance
Note:
1 As a percentage of the total number of ordinary shares and B ordinary shares in issue as at
the date of the AGM (excluding treasury shares).
2 As a percentage of the total number of ordinary shares and B ordinary shares voted at the
AGM (excluding treasury shares).
3 The total number of ordinary shares and B ordinary shares in issue as at the date of the AGM
was 116 683 815 shares of which 6 875 153 were treasury shares. Accordingly, the total
votable shares were 109 808 662 shares of which 103 079 522 were ordinary shares and
6 729 140 were B ordinary shares.
No resolutions were added or amended at the AGM.
27 July 2023
Johannesburg
Sponsor
Valeo Capital (Pty) Limited
Date: 27-07-2023 03:20:00
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