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Results Of The Annual General Meeting
AYO TECHNOLOGY SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN: ZAE000252441
(“AYO” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that the results of the voting at the annual general meeting (“AGM”)
of the Company held at 10:00 today, Wednesday, 22 February 2023, on the Microsoft Teams Platform,
are set out below.
Shareholders are further advised that:
• there were 344 123 944 shares in issue as at the date of the AGM; and
• the total number of shares that were present represented by proxy at the AGM was 304 200 702
shares being 88.4% of the total number of shares in issue.
All the resolutions, as set out in the Notice of AGM included in the Integrated Annual Report posted to
shareholders, were duly approved by the requisite majority of shareholders present and voting other
than the following:
• Ordinary resolution number 15 relating to the general authority to issue ordinary shares for cash;
• Special resolution number 2 relating to inter-company financial assistance; and
• Special resolution number 3 relating to financial assistance for the subscription and/or purchase of
shares in the Company or a related or inter-related company.
Votes
Votes for against
resolution resolution
as a as a Number of Number of
percentage percentage shares shares
of total of total voted at abstained
number of number of Number of AGM as a as a
Resolutions shares shares shares percentage percentage
proposed at the voted at voted at voted at of shares in of shares in
AGM AGM AGM AGM issue issue
Ordinary resolution
number 1:
To re-elect the
following Director
who retires by
rotation:
Mrs AB Amod 67,18% 32,82% 304 200 702 88,4% 0,00%
Ordinary resolution
number 2:
To re-elect the
following Director
who retires by
rotation:
Dr WA Mgoqi 99,98% 0,02% 304 200 702 88,4% 0,00%
Ordinary resolution
number 3:
To re-elect the
following Director
who retires by
rotation:
Dr DH George 99,98% 0,02% 304 200 702 88,4% 0,00%
Ordinary resolution
number 4:
To re-elect the
following Director
who retires by
rotation:
Ms RP Mosia 67,18% 32,82% 304 200 702 88,4% 0,00%
Ordinary resolution
number 5:
To appoint Ms RP
Mosia as a member
of the audit and risk
committee 67,18% 32,82% 304 200 702 88,4% 0,00%
Ordinary resolution
number 6:
To appoint Dr DH
George as a
member of the
audit and risk
committee 99,98% 0,02% 304 200 702 88,4% 0,00%
Ordinary resolution
number 7:
To appoint
Advocate NA
Ramatlhodi as a
member of the
audit and risk
committee 67,18% 32,82% 304 200 702 88,4% 0,00%
Ordinary resolution
number 8:
To appoint Ms AB
Amod as a member
of the audit and risk
committee 67,18% 32,82% 304 200 702 88,4% 0,00%
Ordinary resolution
number 9:
To appoint Dr DH
George as a
member of the
Social, Ethics
Transformation
(SET) committee 99,98% 0,02% 304 200 702 88,4% 0,00%
Ordinary resolution
number 10:
To appoint Ms RP
Mosia as a member 99,98% 0,02% 304 200 702 88,4% 0,00%
committee
Ordinary resolution
number 11:
To appoint Ms AB
Amod as a member
of the SET
committee 99,98% 0,02% 304 200 702 88,4% 0,00%
Ordinary resolution
number 12:
To appoint Crowe
JHB as joint
independent
auditors of the
Company 100% 0,00% 304 200 702 88,4% 0,00%
Ordinary resolution
number 13:
To appoint Thawt
Inc. as joint
independent
auditors of the
Company 100% 0,00% 304 200 702 88,4% 0,00%
Ordinary resolution
number 14:
Control of
authorised but
unissued ordinary
shares 67,20% 32,80% 304 200 702 88,4% 0,00%
Ordinary resolution
number 15:
Approval to issue
ordinary shares
and/or options for
cash 67,20% 32,80% 304 200 702 88,4% 0,00%
Ordinary resolution
number 16:
Non-binding
advisory vote on
the Remuneration
policy of the
Company 67,18% 32,80% 304 200 702 88,4% 0,00%
Ordinary resolution
number 17: non-
binding advisory
vote on the
implementation of
the Remuneration
policy of the
Company 67,18% 32,80% 304 200 702 88,4% 0,00%
Ordinary
Resolution 18: 100% 0,00% 0,00%
Directors’ authority
to sign
documentation
304 200 702 88,4%
Special resolution
number 1:
To approve the
remuneration of the
non-executive
Directors 99,98% 0,02% 304 200 702 88,4% 0,00%
Special resolution
number 2:
To approve inter-
company financial
assistance 67,20% 32,80% 304 200 702 88,4% 0,00%
Special resolution
number 3:
To approve
financial assistance
for the subscription
or purchase of
shares in the
Company or in a
related or inter-
related company 67,20% 32,80% 304 200 702 88,4% 0,00%
Special resolution
number 4:
Approval for the
Company or its
subsidiaries to
repurchase shares
of the Company 100% 0,00% 304 200 702 88,4% 0,00%
Shareholders are further advised that due to Ordinary resolution numbers 16 and 17 relating to the
approval of the Company’s remuneration policy and its implementation, respectively, being voted
against by more than 25% of AYO shareholders, an invitation is hereby extended to such dissenting
shareholders to engage with the Company.
Those wishing to do so should, in the first instance, contact the group secretary at
wazeer.moosa@ayotsl.com.
Cape Town
22 February 2023
Joint Sponsor
Vunani Capital Sponsors
Joint Sponsor
Merchantec Capital
Date: 22-02-2023 04:42:00
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