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Report on proceedings at the 2022 Annual General Meeting
Bid Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number: 1995/008615/06
Share code: BID
ISIN: ZAE000216537
(“Bidcorp” or “the Company”)
REPORT ON PROCEEDINGS AT THE 2022 ANNUAL GENERAL MEETING
At the annual general meeting (“Annual General Meeting” or “the meeting”) of the shareholders of Bidcorp
held today, Thursday, November 17th 2022, the ordinary and special resolutions proposed at the meeting were
unaltered from that reflected in the Notice of Annual General Meeting and were voted on, the results of which
are set out below:
ty of votes set out below.
Total number of shares in issue 335,404,212
Total number of shares represented (including proxies) at the meeting 263,281,159
Proportion of total voteable shares represented at the meeting 78,50%
Votes cast disclosed as a Shares voted Shares abstained
percentage of the total disclosed as a disclosed as a
Number of
Resolution number of shares voted at percentage of percentage of the
Shares Voted
the meeting the total issued total issued
shares shares
For Against
Ordinary resolution number 1: Reappointment of external 99.99% 0.01% 262,433,614 78.24% 0.25%
1 auditor
Ordinary resolution number 2.1: Directorate - T Abdool-Samad 100.00% 0.00% 262,431,544 78.24% 0.25%
2
Ordinary resolution number 2.2: Directorate - DE Cleasby 99.65% 0.35% 262,431,615 78.24% 0.25%
3
Ordinary resolution number 2.3: Directorate - B Joffe 91.07% 8.93% 262,431,644 78.24% 0.25%
4
Ordinary resolution number 2.4: Directorate - H Wiseman 99.91% 0.09% 262,431,578 78.24% 0.25%
5
Ordinary resolution number 3.1: Election of audit and risk 99.85% 0.15% 262,431,378 78.24% 0.25%
6 committee member - T Abdool-Samad
Ordinary resolution number 3.2: Election of audit and risk 87.17% 12.83% 262,431,615 78.24% 0.25%
7 committee member - PC Baloyi
Ordinary resolution number 3.3: Election of audit and risk 100.00% 0.00% 262,431,085 78.24% 0.25%
8 committee member - KR Moloko
Ordinary resolution number 3.4: Election of audit and risk 87.23% 12.77% 262,431,318 78.24% 0.25%
9 committee member - NG Payne
Ordinary resolution number 3.5: Election of audit and risk 99.87% 0.13% 262,431,478 78.24% 0.25%
10 committee member - H Wiseman
Ordinary resolution number 4.1: Endorsement of Bidcorp 70.01% 29.99% 262,419,586 78.24% 0.26%
11
Remuneration policy
Ordinary resolution number 4.2: Endorsement of Bidcorp 94.74% 5.26% 260,980,903 77.81% 0.69%
12
Implementation of remuneration policy
Ordinary resolution number 5: Amendments to the conditional 72.47% 27.53% 262,424,990 78.24% 0.26%
13
share plan (CSP) scheme
Ordinary resolution number 6: General authority to directors to 91.00% 9.00% 262,433,648 78.24% 0.25%
14
allot and issue authorised but unissued ordinary shares
Ordinary resolution number 7: General authority to issue shares 90.94% 9.06% 262,433,626 78.24% 0.25%
15
for cash
Ordinary resolution number 8: Payment of dividend by way of 99.89% 0.11% 262,433,655 78.24% 0.25%
16
pro rata reduction of stated capital
Ordinary resolution number 9: Creation and issue of convertible 88.67% 11.33% 261,261,113 77.89% 0.60%
17
debentures
Ordinary resolution number 10: Directors’ authority to 100.00% 0.00% 262,433,658 78.24% 0.25%
18 implement special and ordinary resolutions
Special resolution number 1: General authority to acquire 99.20% 0.80% 262,420,191 78.24% 0.26%
19
(repurchase) shares
Special resolution number 2.1: Approval of non-executive 99.50% 0.50% 262,418,905 78.24% 0.26%
20 directors’ annual fees – 2022/2023 - Chairman
Special resolution number 2.2: Approval of non-executive 98.17% 1.83% 262,418,466 78.24% 0.26%
21 directors’ annual fees – 2022/2023 - Lead independent non-
executive director
97.37% 2.63% 262,418,007 78.24% 0.26%
Special resolution number 2.3: Approval of non-executive
22
directors’ annual fees – 2022/2023 - Non-executive directors
Special resolution number 2.4: Approval of non-executive 99.50% 0.50% 262,418,471 78.24% 0.26%
23 directors’ annual fees – 2022/2023 - Audit and risk committee
chairman
Special resolution number 2.5: Approval of non-executive 99.85% 0.15% 262,418,500 78.24% 0.26%
24 directors’ annual fees – 2022/2023 - Audit and risk committee
member
Special resolution number 2.6: Approval of non-executive 99.42% 0.58% 262,417,941 78.24% 0.26%
25 directors’ annual fees – 2022/2023 - Remuneration committee
chairman
Special resolution number 2.7: Approval of non-executive 99.42% 0.58% 262,418,007 78.24% 0.26%
26 directors’ annual fees – 2022/2023 - Remuneration committee
member
Special resolution number 2.8: Approval of non-executive 99.83% 0.17% 262,418,537 78.24% 0.26%
27 directors’ annual fees – 2022/2023 - Nominations committee
chairman
Special resolution number 2.9: Approval of non-executive 99.42% 0.58% 262,418,566 78.24% 0.26%
28 directors’ annual fees – 2022/2023 - Nominations committee
member
Special resolution number 2.10: Approval of non-executive 99.42% 0.58% 262,418,500 78.24% 0.26%
29 directors’ annual fees – 2022/2023 - Acquisitions committee
chairman
Special resolution number 2.11: Approval of non-executive 99.42% 0.58% 262,417,941 78.24% 0.26%
30 directors’ annual fees – 2022/2023 - Acquisitions committee
member
Special resolution number 2.12: Approval of non-executive 99.42% 0.58% 262,418,228 78.24% 0.26%
31 directors’ annual fees – 2022/2023 - Social and ethics committee
chairman
Special resolution number 2.13: Approval of non-executive 99.42% 0.58% 262,418,257 78.24% 0.26%
32 directors’ annual fees – 2022/2023 - Social and ethics committee
member
98.64% 1.36% 262,417,941 78.24% 0.26%
Special resolution number 2.14: Approval of non-executive
33
directors’ annual fees – 2022/2023 - Ad hoc meeting
99.89% 0.11% 262,417,807 78.24% 0.26%
Special resolution number 2.15: Approval of non-executive
34
directors’ annual fees – 2022/2023 - Travel per meeting cycle
Special resolution number 3: General authority to provide 98.46% 1.54% 262,433,485 78.24% 0.25%
35 financial assistance to related or inter-related companies and
corporations
Shareholders are referred to the outcome of proceedings at the 2022 AGM, wherein it was noted that
the non-binding advisory resolution endorsing the remuneration policy (ordinary resolution 4.1) had not
been supported by the requisite 75% of votes cast at the meeting. The Bidcorp Board invites those
dissenting shareholders to send their concerns / questions relating to the remuneration policy to the
Company Secretary, in writing (email address: investorrelations@bidcorp.co.za), to be received before
close of business day on Wednesday, December 14th 2022. Arrangements will be made to facilitate the
engagement process with those responding shareholders.
CAPITAL MARKETS TRADING UPDATE
Shareholders are reminded that management will be hosting a capital markets trading update on
Tuesday, November 22nd 2022 at 10h00 (SA time) where an operational update will be provided.
Full details are available on the Bidcorp website (www.bidcorpgroup.com).
Date: November 17th 2022
Johannesburg
Sponsor: The Standard Bank of South Africa Limited
Date: 17-11-2022 03:53:00
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