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Report on Annual General Meeting Proceedings and Change to the Board of Directors
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 AND CHANGE TO THE BOARD OF DIRECTORS
Bidvest shareholders are advised that Mr Alfred Anthony da Costa did not offer himself for re-election at the
Annual General Meeting and as a result has resigned from the board of directors of Bidvest with immediate
effect. Consequently ordinary resolution 2.3 was withdrawn.
Bidvest shareholders are advised that at the Annual General Meeting of members held on Monday, November
23 2015, all the ordinary (with the exception of ordinary resolution 2.3) and special resolutions as proposed in
the Notice of the Annual General Meeting were approved by the requisite majority of members. In this regard,
Bidvest confirms the voting statistics from the AGM as follows:
1 Ordinary resolution number 1: To re-appoint the external auditors
For Against Abstain Shares voted
224,072,973 605,478 1,435,602 226,114,053
99.0973% 0.2678% 0.6349% 100.00000%
2 Ordinary resolution number 2.1: Re-election of director appointed during the year – GC McMahon
For Against Abstain Shares voted
222,091,130 2,586,581 1,436,342 226,114,053
98.2209% 1.1439% 0.6352% 100.00000%
3 Ordinary resolution number 2.2: Directors retiring by rotation and available for re-election – PC Baloyi
For Against Abstain Shares voted
213,893,261 10,594,375 1,626,417 226,114,053
94.5953% 4.6854% 0.7193% 100.00000%
4 Ordinary resolution number 2.3: Directors retiring by rotation and available for re-election – AA da
Costa – This resolution was withdrawn.
5 Ordinary resolution number 2.4: Directors retiring by rotation and available for re-election – EK Diack
For Against Abstain Shares voted
222,701,869 1,785,767 1,626,417 226,114,053
98.4909% 0.7898% 0.7193% 100.00000%
6 Ordinary resolution number 2.5: Directors retiring by rotation and available for re-election – AK
Maditsi
For Against Abstain Shares voted
222,892,085 1,785,767 1,436,201 226,114,053
98.5751% 0.7898% 0.6351% 100.00000%
7 Ordinary resolution number 2.6: Directors retiring by rotation and available for re-election – NG
Payne
For Against Abstain Shares voted
220,681,236 3,646,349 1,786,468 226,114,053
97.5973% 1.6126% 0.7901% 100.00000%
8 Ordinary resolution number 2.7: Directors retiring by rotation and available for re-election – CWL
Phalatse
For Against Abstain Shares voted
222,892,085 1,785,767 1,436,201 226,114,053
98.5751% 0.7898% 0.6351% 100.00000%
9 Ordinary resolution number 3.1: Election of audit committee members – PC Baloyi
For Against Abstain Shares voted
210,027,485 14,460,151 1,626,417 226,114,053
92.8856% 6.3951% 0.7193% 100.00000%
12 Ordinary resolution number 3.2: Election of audit committee members – EK Diack
For Against Abstain Shares voted
224,487,636 0 1,626,417 226,114,053
99.2807% 0% 0.7193% 100.00000%
13 Ordinary resolution number 3.3: Election of audit committee members – S Masinga
For Against Abstain Shares voted
224,456,448 31,188 1,626,417 226,114,053
99.2669% 0.0138% 0.7193% 100.00000%
14 Ordinary resolution number 3.4: Election of audit committee members – NG Payne
For Against Abstain Shares voted
223,232,540 1,445,171 1,436,342 226,114,053
98.7256% 0.6391% 0.6353% 100.00000%
15 Ordinary resolution number 4.1: Endorsement of Bidvest remuneration report – non-binding advisory
note: “Part 1 – Policy on base package and benefits”
For Against Abstain Shares voted
221,111,883 2,120,322 2,881,848 226,114,053
97.7878% 0.9377% 1.2745% 100.00000%
16 Ordinary resolution number 4.2: Endorsement of Bidvest remuneration report – non-binding advisory
note: “Part 1 – Policy on short-term incentives”
For Against Abstain Shares voted
220,296,003 2,318,864 3,499,186 226,114,053
97.4269% 1.0255% 1.5476% 100.00000%
17 Ordinary resolution number 4.3: Endorsement of Bidvest remuneration report – non-binding advisory
note: “Part 1 – Policy on long-term incentives”
For Against Abstain Shares voted
146,506,742 76,725,463 2,881,848 226,114,053
64.7933% 33.9322% 1.2745% 100.00000%
18 Ordinary resolution number 5: General authority to directors to allot and issue authorised but
unissued ordinary shares
For Against Abstain Shares voted
197,008,020 26,225,174 2,880,859 226,114,053
87.1277% 11.5982% 1.2741% 100.00000%
19 Ordinary resolution number 6: General authority to issue shares for cash
For Against Abstain Shares voted
198,175,943 26,502,508 1,435,602 226,114,053
87.6442% 11.7209% 0.6349% 100.00000%
20 Ordinary resolution number 7: Payment of dividend by way of pro rata reduction of share capital or
share premium
For Against Abstain Shares voted
224,662,310 16,141 1,435,602 226,114,053
99.3580% 0.0071% 0.6349% 100.00000%
21 Ordinary resolution number 8: Creation and Issue of convertible debentures
For Against Abstain Shares voted
208,930,282 15,710,774 1,472,997 226,114,053
92.4004% 6.9482% 0.6514% 100.00000%
22 Ordinary resolution number 9: Directors’ authority to implement special and ordinary resolutions
For Against Abstain Shares voted
224,520,364 149,154 1,444,535 226,114,053
99.2952% 0.0660% 0.6388% 100.00000%
23 Special resolution number 1: General authority to acquire (repurchase) shares
For Against Abstain Shares voted
214,506,209 8,690,078 2,917,766 226,114,053
94.8664% 3.8432% 1,2904% 100.00000%
24 Special resolution number 2: Approval of non-executive directors’ remuneration - 2015/16
For Against Abstain Shares voted
224,534,336 143,376 1,436,341 226,114,053
99.3013% 0.0634% 0.6353% 100.00000%
Date: November 23 2015
Johannesburg
Sponsor: Investec
Date: 23/11/2015 03:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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