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AVI LIMITED - Results of Annual General Meeting

Release Date: 11/11/2025 17:17
Code(s): AVI     PDF:  
Wrap Text
Results of Annual General Meeting

AVI Limited
Registration Number 1944/017201/06
Share Code: AVI
ISIN: ZAE000049433
("AVI" or "Company")

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the Annual General Meeting
("AGM") of AVI held at 11h00 on Tuesday, 11 November 2025 were as follows:


Resolution         Resolution           Number of       Shares    For**    Against   Abstained*
                                          shares       voted as
     Number                                                         %           **       %
                                         voted in    percentage
                                        person or     of shares                 %
                                        by proxy*     in issue*
                                                         %

1.            Ordinary resolution      270 908 522   79.33%       100%     0%        0.25%
              Adoption of annual
              financial statements

2.            Ordinary resolution      270 901 593   79.33%       99.98%   0.02%     0.25%
              Re-appointment of
              Ernst & Young Inc.
              as the external
              auditors and Mr
              Wickus Botha as
              designed partner

3.            Ordinary resolution      270 885 974   79.32%       98.95%   1.05%     0.25%
              Re-election of Mr S
              G Robinson as a
              director

4.            Ordinary resolution      270 905 208   79.33%       99.10%   0.90%     0.25%
              Re-election of Mr M
              Koursaris as a
              director

5.            Ordinary resolution      270 885 974   79.32%       99.94%   0.06%     0.25%
              Re-election of Ms M
              R Mouyeme as a
              director

6.            Ordinary resolution      270 885 874   79.32%       98.95%   1.05%     0.25%
              Appointment of Mr S
              G Robinson as a
              member and Chairman
              of the Audit and
              Risk Committee

7.            Ordinary resolution      270 885 974   79.32%       98.24%   1.76%     0.25%
              Appointment of Ms M
              R Mouyeme as a
              member of the Audit
              and Risk Committee

8.            Ordinary resolution      270 885 974   79.32%       99.94%   0.06%     0.25%
              Appointment of Mrs A
              Muller as a member
              of the Audit and
              Risk Committee

9.            Ordinary resolution      270 885 974     79.32%     98.88%   1.12%     0.25%
              Appointment of Mrs A
              Muller as a member
              and Chairman of the
              Social and Ethics
              Committee

10.          Ordinary resolution       270 885 974     79.32%     99.02%   0.98%      0.25%
             Appointment of Mr M
             J Watters as a
             member of the Social
             and Ethics Committee

11.           Ordinary resolution      270 885 974      79.32%    99.94%   0.06%      0.25%
              Appointment of Ms M
              R Mouyeme as a
              member of the Social
              and Ethics Committee

12.           Special resolution       270 879 467      79.32%    98.70%   1.30%      0.26%
              Increase in fees
              payable to non-
              executive directors,
              excluding the
              Chairman of the
              Board

13.           Special resolution       270 879 467       79.32%   99.30%   0.70%       0.26%
              Increase in fees
              payable to the
              Chairman of the
              Board

14.           Special resolution       270 866 052       79.32%   99.30%   0.70%       0.26%
              Increase in fees
              payable to members
              of the Remuneration,
              Nomination and
              Appointments
              Committee

15.           Special resolution     270 866 052         79.32%    99.30%  0.70%       0.26%
              Increase in fees
              payable to members
              of the Audit and
              Risk Committee

16.           Special resolution     270 861 517         79.32%    99.30%   0.70%       0.26%
              Increase in fees
              payable to non-
              executive members of
              the Social and
              Ethics Committee

17.           Special resolution     270 866 152         79.32%    99.30%   0.70%       0.26%
              Increase in fees
              payable to the
              Chairman of the
              Remuneration,
              Nomination and
              Appointments
              Committee

18.           Special resolution     270 866 152          79.32%   99.30%    0.70%      0.26%
              Increase in fees
              payable to the
              Chairman of the
              Audit and Risk
              Committee

19.           Special resolution    270 866 152           79.32%   99.30%    0.70%       0.26%
              Increase in fees
              payable to the
              Chairman of the
              Social and Ethics
              Committee

20.           Special resolution    270 876 379            79.32%  99.30%     0.70%       0.26%
              Increase in fees
              payable to the
              Chairman of the
              Board, should the
              Chairman be a
              foreign non-
              executive director

21.           Special resolution    270 862 964           79.32%   99.30%     0.70%       0.26%
              Increase in fees
              payable to the
              members of the Audit
              and Risk Committee,
              should the member be
              a foreign non-
              executive director

22.           Special resolution     270 863 064          79.32%   99.30%      0.70%      0.26%
              Increase in fees
              payable to the
              members of the
              Remuneration,
              Nomination and
              Appointments
              Committee, should
              the member be a
              foreign non-
              executive director

23.          Special resolution     270 863 064           79.32%   99.30%      0.70%       0.26%
             Increase in fees
             payable to the
             members of the
             Social and Ethics
             Committee, should
             the member be a
             foreign non-
             executive director

24.          Special                262 971 591           78.84%    99.85%      0.15%       0.24%
             resolution***
             General authority to
             buy-back shares

25.          Ordinary Resolution    270 874 848           79.32%    57.51%      42.49%       0.26%
             Non-binding advisory
             vote to endorse the
             remuneration policy
             Ordinary Resolution
26.                                 270 871 244           79.32%    58.61%      41.39%       0.26%
             Non-binding advisory
             vote to endorse the
             implementation
             report

*    Based on 341 499 966 shares in issue at the date of the AGM.
**   In relation to the total number of shares voted at the AGM.
*** Based on 333 533 584 shares (excludes 7 966 382 share scheme shares) in issue
at the date of the AGM.

Based on the above results, resolutions 1 to 24 were passed by the requisite majority
of AVI shareholders present in person or represented by proxy at the AGM.

The non-binding advisory resolutions 25 and 26 (the remuneration policy and the
remuneration implementation report, respectively) were voted against by more than
25% of AVI's shareholders present in person or represented by proxy at the AGM
("dissenting shareholders"). The Board invites those dissenting shareholders who have
not already engaged with the Company, to engage with the Company in the following
manner:

1. Shareholders are invited to forward their concerns/questions on the remuneration
   policy and the remuneration implementation report to the Group Company Secretary
   in writing to vivienc@avi.co.za.

2. Following the responses received from shareholders in accordance with the above,
   appropriate engagements will be scheduled at a suitable date and time and
   communicated to shareholders.

Illovo
Sandton
11 November 2025

Sponsor
The Standard Bank of South Africa Limited

Date: 11-11-2025 05:17:00
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