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Report of the annual general meeting proceedings and granting of long-term incentive awards
THE BIDVEST GROUP LIMITED
(“Bidvest” or “The Group”)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
JSE Share code: BVT
ISIN: ZAE000117321
REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS (“AGM”) AND GRANTING OF LONG-TERM INCENTIVE AWARDS
1. RESULTS OF THE AGM
Bidvest shareholders are advised that at the AGM of members held on Friday, 25 November 2022 all the ordinary and
special resolutions were passed by the requisite majority votes.
Bidvest confirms the voting statistics from the AGM as follows:
Total number of shares that can be exercised at
the meeting 100% 340,274,346
Total number of shares present/represented
including proxies at the meeting as % of voteable
shares 81% 275,373,680
Total number of shares present/represented
including proxies at the meeting as % of issued
shares 81% 275,373,680
Total number of members present in person 12
Issued Shares 100% 340,274,346
(1) Disclosed as a percentage of the voteable shares
(2) Disclosed as a percentage of the total issued capital
Ordinary resolution number 1: Re-election of directors that retire by rotation - Mr BF Mohale
1
For Against Abstain Shares voted
258,855,551 801,762 274,571,918
15,716,367
94.28% 5.72% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution number 2.1: Election of non-executive directors - Ms MG Khumalo
2
For Against Abstain Shares voted
274,526,948 37,970 808,762 274,564,918
99.99% 0.01% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution number 2.2: Election of non-executive directors - Ms FN Khanyile
3
For Against Abstain Shares voted
272,785,969 1,778,249 809,462 274,564,218
99.35% 0.65% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution number 3: Re-appointment of independent external auditor
4
For Against Abstain Shares voted
274,533,052 40,118 800,510 274,573,170
99.99% 0.01% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution 4.1: Election of members of the audit committee - Ms SN Mabaso-Koyana
5 (chair)
For Against Abstain Shares voted
272,154,047 2,410,871 808,762 274,564,918
99.12% 0.88% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution 4.2: Election of members of the audit committee - Dr RD Mokate
6
For Against Abstain Shares voted
274,315,037 249,881 808,762 274,564,918
99.91% 0.09% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution 4.3: Election of members of the audit committee - Ms L Boyce
7
For Against Abstain Shares voted
273,990,721 574,369 808,590 274,565,090
99.79% 0.21% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution 4.4: Election of members of the audit committee - NW Thomson
8
For Against Abstain Shares voted
271,370,518 3,202,272 800,890 274,572,790
98.83% 1.17% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution 4.5: Election of members of the audit committee - Ms MG Khumalo, subject
9 to being elected as a director
For Against Abstain Shares voted
274,527,931 36,987 808,762 274,564,918
99.99% 0.01% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution number 5: Placing authorised by unissued ordinary shares under the control
10 of directors
For Against Abstain Shares voted
253,542,820 803,778 274,569,902
21,027,082
92.34% 7.66% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution number 6: General authority to issue shares for cash
11
For Against Abstain Shares voted
258,089,831 797,328 274,576,352
16,486,521
94.00% 6.00% 0.23% (1) 80.69%
0.23% (2) 80.69%
Ordinary resolution number 7: Payment of dividend by way of pro rata reduction of share capital
12 or share premium
For Against Abstain Shares voted
274,571,452 6,469 795,759 274,577,921
100.00% 0.00% 0.23% (1) 80.69%
0.23% (2) 80.69%
Ordinary resolution number 8: Ratification relating to personal financial interest arising from
13 multiple offices in the Group
For Against Abstain Shares voted
261,407,339 803,986 274,569,694
13,162,355
95.21% 4.79% 0.24% (1) 80.69%
0.24% (2) 80.69%
Ordinary resolution number 9: Directors’ authority to implement special and ordinary resolutions
14
For Against Abstain Shares voted
274,548,366 28,328 796,986 274,576,694
99.99% 0.01% 0.23% (1) 80.69%
0.23% (2) 80.69%
Non-binding advisory vote 1: Endorsement of Remuneration policy
15
For Against Abstain Shares voted
255,450,639 813,025 274,560,655
19,110,016
93.04% 6.96% 0.24% (1) 80.69%
0.24% (2) 80.69%
Non-binding advisory vote 2: Endorsement of Implementation of remuneration policy
16
For Against Abstain Shares voted
259,297,574 812,325 274,561,355
15,263,781
94.44% 5.56% 0.24% (1) 80.69%
0.24% (2) 80.69%
Special resolution number 1: Non-executive director remuneration
17
For Against Abstain Shares voted
268,720,066 5,674,376 979,238 274,394,442
97.93% 2.07% 0.29% (1) 80.64%
0.29% (2) 80.64%
Special resolution number 2: General authority to repurchase shares
18
For Against Abstain Shares voted
271,799,385 2,666,570 907,725 274,465,955
99.03% 0.97% 0.27% (1) 80.66%
0.27% (2) 80.66%
Special resolution number 3: General authority to provide financial assistance to related or inter-
19 related companies and corporations
For Against Abstain Shares voted
268,735,483 5,836,792 801,405 274,572,275
97.87% 2.13% 0.24% (1) 80.69%
0.24% (2) 80.69%
2. GRANTING OF CONDITIONAL SHARE AWARDS IN TERMS OF THE 2008 BIDVEST CSP
Executive Directors have been awarded Conditional Share (CSP) Awards in terms of the 2008 Bidvest Group CSP,
approved by shareholders at the annual general meeting in November 2008. CSP Awards are subject to
performance conditions for the period starting 1 July 2022 and ending 30 June 2025. Subject to performance,
vesting will occur in September 2025 and September 2026. The Remuneration Committee has given approval
for the following individual allocations.
Conditional share awards are as follows:
Executive Directors:
NT Madisa 117 000 conditional share awards
MJ Steyn 64 500 conditional share awards
GC McMahon 51 500 conditional share awards
Date: 25 November 2022
Johannesburg
Sponsor: Investec Bank Limited
Date: 25-11-2022 04:10:00
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