Wrap Text
Results of AGM
Master Drilling Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2011/008265/06)
JSE share code: MDI
ISIN: ZAE000171948
(“Master Drilling” or the “Company” or the “Group”)
RESULTS OF THE ANNUAL GENERAL MEETING OF MASTER DRILLING HELD ON 23 JULY 2015
Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Thursday, 23 July 2015 at 09h00 at
Grant Thornton offices, Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg are as follows:
1. Annual Financial Statements
The abridged consolidated audited annual financial statements of the Company and its subsidiaries, together with the auditors’, Audit Committee’s and
Directors’ reports for the year ended 31 December 2014 were considered.
For % Against % Abstain % Shares Voted %
Presentation 141,243,162 100.00000% - 0.00000% 214 0.00014% 141,243,162 100.00000%
of Annual
Financial
Statements
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2. Ordinary resolution number 2 – Re-appointment of Grant Thornton as auditors and noting J Barradas as audit partner
Grant Thornton was re-appointed as the independent registered auditor of the Company, with J Barradas noted as the audit partner, until the
conclusion of the next annual general meeting.
For % Against % Abstain % Shares Voted %
Re- 141,243,162 100.00000% - 0.00000% 214 0.00014% 141,243,162 100.00000%
appointment
of Grant
Thornton as
auditors and
noting J
Barradas as
Audit
Partner
3. Ordinary resolution numbers 3 to 6: Re-election of Non-Executive Directors
Messrs. HR van der Merwe, JP de Wet and AA Deshmukh were re-elected by separate resolutions for a further term of office.
Re-election of For % Against % Abstain % Shares %
Non-Executive Voted
Directors
HR van der Merwe 141,243,162 100.00000% - 0.00000% 214 0.00014% 141,243,162 100.00000%
CG O’Neill Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn
JP de Wet 141,243,162 100.00000% - 0.00000% 214 0.00014% 141,243,162 100.00000%
AA Deshmukh 141,243,162 100.00000% - 0.00000% 214 0.00014% 141,243,162 100.00000%
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4. Ordinary resolution number 7: Re-appointment of members of the Audit Committee
Messrs JP de Wet and AA Deshmukh, both Independent Non-Executive Directors of the Company, were each elected by way of separate resolution as
members of the Master Drilling Audit Committee with effect from the end of the annual general meeting.
Re-appointment of For % Against % Abstain % Shares %
members of the Voted
Audit Committee
7.1 JP de Wet 141,243,162 100.00000% - 0.00000% 214 0.00014% 141,243,162 100.00000%
7.2 CG O’Neill Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn Withdrawn
7.3 AA Deshmukh 141,243,162 100.00000% - 0.00000% 214 0.00014% 141,243,162 100.00000%
5. Ordinary resolution number 8: General authority to Directors to allot and issue authorised but unissued ordinary shares
The general authority was approved for the Directors of Master Drilling to allot and issue up to a maximum of 5% of the authorised but unissued
ordinary shares of the Company, subject to the provisions of the Companies Act and the JSE Listings Requirements and subject to the passing of
Ordinary Resolution number 9.
General authority For % Against % Abstain % Shares %
to Directors to allot Voted
and issue
authorised but
unissued ordinary
shares
119,802,978 84.82037% 21,440,184 15.17963% 214 0.00014% 141,243,162 100.00000%
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6. Ordinary resolution number 9: General authority for Directors to issue shares for cash
The general authority for Directors to issue shares for cash, limited to a maximum number of 7,413,275 ordinary shares and which authority is only
valid until the next annual general meeting, was approved.
General authority For % Against % Abstain % Shares %
for Directors to Voted
issue shares for
cash
119,802,978 84.82037% 21,440,184 15.17963% 214 0.00014% 141,243,162 100.00000%
7. Ordinary resolution number 10: Endorsement of the Master Drilling Remuneration Policy
The Company’s Remuneration Policy (excluding the remuneration of Directors for their services as Directors and members of the Board or statutory
committees) as set out in the Integrated Annual Report, was endorsed by way of a non-binding advisory vote.
Endorsement of the For % Against % Abstain % Shares %
Master Drilling Voted
Remuneration Policy
121,798,887 86.23348% 19,444,275 13.76652% 214 0.00014% 141,243,162 100.00000%
8. Ordinary resolution number 11: Amendment to the Master Drilling Group Limited Share Option Plan
The first amending deed of the Master Drilling Group Limited Share Option Plan, a copy which was tabled at the meeting, was approved.
For % Against % Abstain % Shares %
Amendment to the Voted
Master Drilling Group
Limited Share Option
Plan
141,243,162 100.00000% - 0.00000% 214 0.00014% 141,243,162 100.00000%
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9. Special resolution number 1: General authority to acquire (repurchase) Master Drilling ordinary shares
The general authority for the Company or any one of its subsidiaries to acquire Master Drilling ordinary shares in the share capital of the Company, and
subject to the requirements of the Companies Act and the JSE Listings Requirements, was approved.
For % Against % Abstain % Shares %
General authority to Voted
acquire (repurchase)
Master Drilling
ordinary shares
137,579,290 97.40598% 3,663,872 2.59402% 214 0.00014% 141,243,162 100.00000%
10. Special resolution number 2: Directors’ fees
The remuneration to be paid to Directors for their services as Directors for the year commencing 1 August 2015, as recommended by the
Remuneration Committee and as set out in the Notice of Annual General Meeting, was approved.
For % Against % Abstain % Shares %
Directors’ fees Voted
141,243,162 100.00000% - 0.00000% 214 0.00014% 141,243,162 100.00000%
11. Special resolution number 3: Financial assistance in terms of sections 44 and 45 of the Companies Act
The ability for the Company to provide any direct or indirect financial assistance as contemplated in sections 44 and 45 of the Companies Act to any
one or more related or inter-related companies or corporations of Master Drilling, from time to time during a period of two years, commencing on the
date of this special resolution, and subject to the JSE Listings Requirements, was approved.
For % Against % Abstain % Shares %
Financial assistance Voted
in terms of sections
44 and 45 of the
Companies Act
140,670,770 99.59475% 572,392 0.40525% 214 0.00014% 141,243,162 100.00000%
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Accordingly, all the resolutions as set out in the Notice of Annual General Meeting were passed with the requisite majority of votes.
The special resolutions will, to the extent necessary, be filed and registered with the Companies and Intellectual Property Commission.
Fochville
24 July 2015
Sponsor
Absa Bank Limited (acting through its Corporate and Investment Banking division)
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