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Results of the annual general meeting of Master Drilling held on Thursday, 21 July 2016
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 THURSDAY, 21 JULY 2016
Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Thursday, 21 July 2016 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 and
Directors’ reports for the year ended 31 December 2015 were considered.
For % Against % Abstain % Shares Voted %
Presentation 127,781,563 100.00000% - 0.00000% - 0.00000% 127,781,563 100.00000%
of Annual
Financial
Statements
1
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- 127,781,563 100.00000% - 0.00000% - 0.00000% 127,781,563 100.00000%
appointment
of Grant
Thornton as
auditors and
noting J
Barradas as
the
designated
registered
auditor
3. Ordinary resolution numbers 3 and 4 : Re-election of Non-Executive Directors
Messrs. Johan Louis Botha and Shane Trevor Ferguson were re-elected by separate resolutions for a further term of office.
Re-election For % Against % Abstain % Shares %
of Non- Voted
Executive
Directors
Johan Louis 127,781,563 100.00000% - 0.00000% - 0.00000% 127,781,563 100.00000%
Botha
Shane Trevor 126,915,286 99.32206% 866,277 0.67794% - 0.00000% 127,781,563 100.00000%
Ferguson
4. Ordinary resolution number 5: Re-appointment of members of the Audit Committee
Messrs Jacques Pierre de Wet, Johan Louis Botha, Akhter Alli Deshmukh (all Independent Non-Executive Directors) and Shane Trevor Ferguson
(Non-Executive Director) 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 For % Against % Abstain % Shares Voted %
of members of the
Audit Committee
5.1 Jacques 127,781,563 100.00000% - 0.00000% - 0.00000% 127,781,563 100.00000%
Pierre de
Wet
5.2 Johan 127,781,563 100.00000% - 0.00000% - 0.00000% 127,781,563 100.00000%
Louis
Botha
5.3 Shane 123,411,648 96.66395% 4,259,159 3.33605% 110,756 0.07470% 127,670,807 100.00000%
Trevor
Ferguson
5.4 Akhter Alli 127,781,563 100.00000% - 0.00000% - 0.00000% 127,781,563 100.00000%
Deshmukh
5. Ordinary resolution number 6: 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 ordinary shares. up to a maximum of 5% of the authorised but
unissued ordinary shares of the Company, pursuant to the provisions of the Companies Act and the JSE Listings Requirements and subject to the
passing of Ordinary Resolution number 7.
General For % Against % Abstain % Shares Voted %
authority
to
Directors
to allot
and issue
authorised
but
unissued
ordinary
shares
107,443,955 84.08408% 20,337,608 15.91592% - 0.00000% 127,781,563 100.00000%
6. Ordinary resolution number 7: 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 For % Against % Abstain % Shares Voted %
authority
for
Directors
to issue
shares for
cash
107,443,955 84.08408% 20,337,608 15.91592% - 0.00000% 127,781,563 100.00000%
7. Ordinary resolution number 8: Advisory 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
124,388,681 97.34478% 3,392,882 2,65522% - 0.00000% 127,781,563 100.00000%
8. 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 Voted
authority to
acquire
(repurchase)
Master Drilling
ordinary shares
127,781,563 100.00000% - 0.00000% - 0.00000% 127,781,563 100.00000%
9. Special resolution number 2: Directors’ fees
The remuneration to be paid to Directors for their services as Directors for the year commencing 1 August 2016, 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
127,781,563 100.00000% - 0.00000% - 0.00000% 127,781,563 100.00000%
5
10. 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
127,781,563 100.00000% - 0.00000% - 0.00000% 127,781,563 100.00000%
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
21 July 2016
Sponsor
Investec Bank Limited
6
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