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Results of the Annual General Meeting of Bell Equipment Limited held on 31 May 2022
Bell Equipment Limited
(Incorporated in the Republic of South Africa)
Registration number: 1968/013656/06
Share code: BEL
ISIN: ZAE000028304
(“Bell” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING OF BELL EQUIPMENT LIMITED HELD ON 31 MAY 2022
Shareholders are advised that the results of the business conducted at the 54th annual general meeting held virtually on Tuesday 31 May 2022 are as follows:
Total number of shares in issue 95 629 385
Treasury shares (excluded from voting) 32 233
Total number of shares (“voteable shares”) 95 597 152
Total number of shares represented (including proxies) at the General Meeting 77 535 769
Proportion of total voteable shares represented at the General Meeting 81,11%
Annual financial statements
The annual financial statements of the Company, incorporating the external auditor, audit committee and directors’ reports for the year ended 31 December 2021,
were presented.
Details of the results of voting at the annual general meeting are as follows:
Votes cast disclosed as a Shares
Shares voted
percentage of the total abstained
disclosed as a
number of shares voted Number of disclosed as a
Resolution percentage of
at the meeting Shares Voted percentage of
the total
the total issued
issued shares
For Against shares
Ordinary Resolution Number 1.1: To elect U Maharaj
as a director 99,99% 0,01% 77 485 159 81,03% 0,05%
Ordinary Resolution Number 1.2: To elect M Geyer as
a director 99,99% 0,01% 77 485 159 81,03% 0,05%
Ordinary Resolution Number 2.1: To re-elect directors
who retire by rotation - D Lawrance 99,99% 0,01% 77 485 159 81,03% 0,05%
Ordinary Resolution Number 2.2: To re-elect directors
who retire by rotation - H van der Merwe 99,99% 0,01% 77 485 159 81,03% 0,05%
Ordinary Resolution Number 3.1: Election of D
Lawrance, an independent non-executive director, as
a member of the audit committee until the conclusion
of the AGM to be held in 2023 99,99% 0,01% 77 485 159 81,03% 0,05%
Ordinary Resolution Number 3.2: Election of R Naidu,
an independent non-executive director, as a member
of the audit committee until the conclusion of the
annual general meeting to be held in 2023 99,94% 0,06% 77 485 159 81,03% 0,05%
Ordinary Resolution Number 3.3: Election of M
Ramathe, an independent non-executive director, as a
member of the audit committee until the conclusion
of the annual general meeting to be held in 2023 99,99% 0,01% 77 485 159 81,03% 0,05%
Ordinary Resolution Number 3.4: Election of U
Maharaj, an independent non-executive director, as a
member of the audit committee until the conclusion
of the annual general meeting to be held in 2023 99,99% 0,01% 77 485 159 81,03% 0,05%
Ordinary Resolution Number 4: Appointment of
Deloitte & Touche as the independent auditors of the
company until the conclusion of the AGM to be held in
2023 99,82% 0,18% 77 485 359 81,03% 0,05%
Ordinary Resolution Number 5: Placement of certain
of the authorised but unissued shares under the
control of the directors 93,66% 6,34% 77 515 391 81,06% 0,02%
Non-binding Resolution Number 1: Non-binding
advisory vote on the company’s remuneration policy 94,23% 5,77% 77 485 359 81,03% 0,05%
Non-binding Resolution Number 2: Non-binding
advisory vote on the company’s remuneration
implementation report 99,67% 0,33% 77 484 904 81,03% 0,05%
Special Resolution Number 1: General authority for
the provision of financial assistance in terms of
Section 44 of the Companies Act 99,68% 0,32% 77 485 359 81,03% 0,05%
Special Resolution Number 2: General authority for
the provision of financial assistance in terms of
Section 45 of the Companies Act 99,74% 0,26% 77 485 359 81,03% 0,05%
Special Resolution Number 3.1: Approval of the basis
of the remuneration payable to non-executive
directors: Annual retainer fee: Non-executive
chairman 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.2: Approval of the basis
of the remuneration payable to non-executive
directors: Annual retainer fee - Lead independent
non-executive director 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.3: Approval of the basis
of the remuneration payable to non-executive
directors: Annual retainer fee - Non-executive
directors 99,74% 0,26% 77 485 359 81,03% 0,05%
Special Resolution Number 3.4: Approval of the basis
of the remuneration payable to non-executive
directors: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees
- Board 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.5: Approval of the basis
of the remuneration payable to non-executive
directors: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees
- Audit committee 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.6: Approval of the basis
of the remuneration payable to non-executive
directors: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees
- Risk and sustainability committee 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.7: Approval of the basis
of the remuneration payable to non-executive
directors: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees
- Nominations committee 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.8: Approval of the basis
of the remuneration payable to non-executive
directors: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees
- Remuneration committee 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.9: Approval of the basis
of the remuneration payable to non-executive
directors: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees
- Social, ethics and transformation committee 99,93% 0,07% 77 492 859 81,03% 0,04%
Special Resolution Number 3.10: Approval of the
basis of the remuneration payable to non-executive
directors: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees
- Fees paid per meeting to the lead independent non-
executive director per board meeting 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.11: Approval of the
basis of the remuneration payable to non-executive
directors: Fees paid to non-executive directors
including the chairman of the board and the chairmen
of the board committees per meeting - Board 99,74% 0,26% 77 485 359 81,03% 0,05%
Special Resolution Number 3.12: Approval of the
basis of the remuneration payable to non-executive
directors: Fees paid to non-executive directors
including the chairman of the board and the chairmen
of the board committees per meeting - Audit
committee 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.13: Approval of the
basis of the remuneration payable to non-executive
directors: Fees paid to non-executive directors
including the chairman of the board and the chairmen
of the board committees per meeting - Risk and
sustainability committee 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.14: Approval of the
basis of the remuneration payable to non-executive
directors: Fees paid to non-executive directors
including the chairman of the board and the chairmen
of the board committees per meeting - Nominations
committee 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.15: Approval of the
basis of the remuneration payable to non-executive
directors: Fees paid to non-executive directors
including the chairman of the board and the chairmen
of the board committees per meeting - Remuneration
committee 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.16: Approval of the
basis of the remuneration payable to non-executive
directors: Fees paid to non-executive directors
including the chairman of the board and the chairmen
of the board committees per meeting - Social, ethics
and transformation committee 99,93% 0,07% 77 492 859 81,03% 0,04%
Special Resolution Number 3.17: Approval of the
basis of the remuneration payable to non-executive
directors: Fees paid to non-executive directors
including the chairman of the board and the chairmen
of the board committees per meeting - Bell Equipment
audit services committee 99,94% 0,06% 77 485 359 81,03% 0,05%
Special Resolution Number 3.18: Approval of the
basis of the remuneration payable to non-executive
directors: Fees paid to non-executive directors
including the chairman of the board and the chairmen
of the board committees per meeting - Ad hoc
committees 99,89% 0,11% 77 485 359 81,03% 0,05%
Special Resolution Number 4: General authority to
repurchase shares 00,67% 0,33% 77 515 391 81,06% 0,02%
Accordingly, all the resolutions as set out in the notice of annual general meeting, were passed by the requisite majority of votes.
The special resolutions will, to the extent necessary, be filed and registered with the Companies and Intellectual Property Commission.
Richards Bay
31 May 2022
Sponsor: Investec Bank Limited
Date: 31-05-2022 05:37:00
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