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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 on Tuesday, 29 July 2025 ("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 shares³
Resolutions proposed Total % of Ordinary Votes for Votes Ordinary
at the AGM number of shares resolution against shares
ordinary voted 1 (%) 2 resolution abstained
shares (%) 2 (%)1
voted
Ordinary resolution
number 1.1: Re- 90 352 680 86.63% 99.93% 0.07% 0.04%
election of retiring
director, Phumla
Mnganga
Ordinary resolution
number 1.2: Re- 90 352 680 86.63% 98.82% 1.18% 0.04%
election of retiring
director, Herman Singh
Ordinary resolution
number 1.3: Re- 90 352 680 86.63% 99.99% 0.01% 0.04%
election of retiring
director, Ronel van Dijk
Ordinary resolution
number 2: Election of 90 352 680 86.63% 99.99% 0.01% 0.04%
director, Robert Radley
Ordinary resolution
number 3.1: 90 352 680 86.63% 99.99% 0.01% 0.04%
Appointment of Robert
Radley as a member of
the audit and risk
committee (ARC)
Ordinary resolution
number 3.2: Re- 90 352 680 86.63% 99.99% 0.01% 0.04%
appointment of Tshidi
Mokgabudi as a
member of the ARC
Ordinary resolution
number 3.3: Re- 90 352 680 86.63% 97.00% 3.00% 0.04%
appointment of Herman
Singh as a member of
the ARC
Ordinary resolution
number 3.4: Re- 90 352 680 86.63% 99.99% 0.01% 0.04%
appointment of Ronel
van Dijk as a member
of the ARC
Ordinary resolution
number 3.5: Re- 90 352 680 86.63% 98.82% 1.18% 0.04%
appointment of Melvyn
Lubega as a member
of the ARC
Ordinary resolution
number 4.1: 90 352 680 86.63% 99.99% 0.01% 0.04%
Appointment of Ronel
van Dijk as a member
of the social, ethics
and sustainability
committee (SESCom)
Ordinary resolution
number 4.2: 90 352 680 86.63% 99.99% 0.01% 0.04%
Appointment of Phumla
Mnganga as a member
of the SESCom
Ordinary resolution
number 4.3: 90 352 680 86.63% 99.99% 0.01% 0.04%
Appointment of Tshidi
Mokgabudi as a
member of the
SESCom
Ordinary resolution
number 5: Re- 90 352 680 86.63% 99.99% 0.01% 0.04%
appointment of
independent external
auditor
Ordinary resolution
number 6: Placing of 90 352 680 86.63% 60.46% 39.54% 0.04%
the authorised but
unissued ordinary
share capital under the
control of the directors
Ordinary resolution
number 7: Authority to 90 352 680 86.63% 99.99% 0.01% 0.04%
implement resolutions
passed at the AGM
Non-binding advisory
vote number 1: 73 851 018 70.81% 97.00% 3.00% 15.86%
Endorsement of the
Company's
remuneration policy
Non-binding advisory
vote number 2: 90 352 680 86.63% 98.17% 1.83% 0.04%
Endorsement of the
Company's
remuneration
implementation report
Special resolution
number 1: 90 352 680 86.63% 98.47% 1.53% 0.04%
Remuneration payable
to non-executive
directors
Special resolution
number 2: Repurchase 90 352 680 86.63% 97.55% 2.45% 0.04%
of the Company's
shares
Special resolution
number 3: Financial 90 352 680 86.63% 98.47% 1.53% 0.04%
assistance for the
subscription of
securities
Special resolution
number 4: Financial 90 352 680 86.63% 99.99% 0.01% 0.04%
assistance to a related
or interrelated company
Notes:
1. As a percentage of the total number of ordinary shares in issue 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 109 880 974 shares of which
5 580 414 were treasury shares. Accordingly, the total votable ordinary shares were 104 300 560 ordinary
shares.
Ordinary shares and B ordinary shares ³
Resolutions proposed Total % of total Votes for Votes Shares
at the AGM number of shares resolution against abstained
shares voted 1 (%) 2 resolution (%)1
voted (%) 2
Ordinary resolution 97 081 820 87.44% 99.93% 0.07% 0.04%
number 1.1: Re-election
of retiring director,
Phumla Mnganga
Ordinary resolution
number 1.2: Re-election 97 081 820 87.44% 98.90% 1.10% 0.04%
of retiring director,
Herman Singh
Ordinary resolution
number 1.3: Re-election 97 081 820 87.44% 99.99% 0.01% 0.04%
of retiring director,
Ronel van Dijk
Ordinary resolution
number 2: Election of 97 081 820 87.44% 99.99% 0.01% 0.04%
director, Robert Radley
Ordinary resolution
number 3.1: 97 081 820 87.44% 99.99% 0.01% 0.04%
Appointment of Robert
Radley as a member of
the audit and risk
committee (ARC)
Ordinary resolution
number 3.2: Re- 97 081 820 87.44% 99.99% 0.01% 0.04%
appointment of Tshidi
Mokgabudi as a member
of the ARC
Ordinary resolution
number 3.3: Re- 97 081 820 87.44% 97.21% 2.79% 0.04%
appointment of Herman
Singh as a member of
the ARC
Ordinary resolution
number 3.4: Re- 97 081 820 87.44% 99.99% 0.01% 0.04%
appointment of Ronel
van Dijk as a member
of the ARC
Ordinary resolution
number 3.5: Re- 97 081 820 87.44% 98.90% 1.10% 0.04%
appointment of Melvyn
Lubega as a member of
the ARC
Ordinary resolution
number 4.1: 97 081 820 87.44% 99.99% 0.01% 0.04%
Appointment of Ronel
van Dijk as a member
of the social, ethics
and sustainability
committee (SESCom)
Ordinary resolution
number 4.2: 97 081 820 87.44% 99.99% 0.01% 0.04%
Appointment of Phumla
Mnganga as a member
of the SESCom
Ordinary resolution
number 4.3: 97 081 820 87.44% 99.99% 0.01% 0.04%
Appointment of Tshidi
Mokgabudi as a member
of the SESCom
Ordinary resolution
number 5: Re- 97 081 820 87.44% 99.99% 0.01% 0.04%
appointment of
independent external
auditor
Ordinary resolution
number 6: Placing of 97 081 820 87.44% 63.20% 36.80% 0.04%
the authorised but
unissued ordinary
share capital under
the control of the
directors
Ordinary resolution
number 7: Authority 97 081 820 87.44% 99.99% 0.01% 0.04%
to implement
resolutions passed
at the AGM
Non-binding advisory
vote number 1: 80 580 158 72.58% 97.25% 2.75% 14.90%
Endorsement of the
Company's
remuneration policy
Non-binding advisory
vote number 2: 97 081 820 87.44% 98.30% 1.70% 0.04%
Endorsement of the
Company's
remuneration
implementation
report
Special resolution
number 1:
Remuneration payable 97 081 820 87.44% 98.57% 1.43% 0.04%
to non-executive
directors
Special resolution
number 2: Repurchase 97 081 820 87.44% 97.72% 2.28% 0.04%
of the Company's
shares
Special resolution
number 3: Financial 97 081 820 87.44% 98.57% 1.43% 0.04%
assistance for the
subscription of
securities
Special resolution
number 4: Financial 97 081 820 87.44% 99.99% 0.01% 0.04%
assistance to a
related or
interrelated company
Notes:
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 116 610 114
shares of which 5 580 414 were treasury shares. Accordingly, the total votable shares were 111 029 700
shares, of which 104 300 560 were ordinary shares and 6 729 140 were B ordinary shares.
No resolutions were added or amended at the AGM.
30 July 2025
Johannesburg
Sponsor
Valeo Capital (Pty) Limited
Date: 30-07-2025 03:00:00
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