Wrap Text
Results of the Annual General Meeting of Master Drilling held on Thursday, 20 July 2017
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, 20 JULY 2017
Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Thursday, 20 July 2017 at 09h00 at
Grant Thornton offices, Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg are as follows:
1. Annual Financial Statements
The consolidated audited annual financial statements of the Company, together with the auditors’, Audit and Social Ethics and Sustainability committees’
and Directors’ reports for the year ended 31 December 2016 were considered.
Presentation For % Against % Abstain % Shares Voted %
of Annual
Financial 137,771,419 99.36% 882,643 0.64% - 0.00% 138,654,062 92.07%
Statements
2. Ordinary resolution number 2 – Re-appointment of Grant Thornton as auditors and noting J Barradas as the designated registered auditor
Grant Thornton was re-appointed as the independent registered auditor of the Company, with J Barradas noted as the designated registered auditor until
the conclusion of the next annual general meeting.
Re- For % Against % Abstain % Shares Voted %
appointment
of Grant 138,654,062 100.00% - 0.00% - 0.00% 138,654,062 92.07%
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. Jacques Pierre de Wet and Akhter Alli Deshmukh were re-elected by separate resolutions for a further term of office.
Re-election For % Against % Abstain % Shares %
of Non- Voted
Executive
Directors
Jacques 138,654,062 100.00% - 0.00% - 0.00% 138,654,062 92.07%
Pierre de Wet
Akhter Alli 138,654,062 100.00% - 0.00% - 0.00% 138,654,062 92.07%
Deshmukh
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 138,654,062 100.00% - 0.00% - 0.00% 138,654,062 92.07%
Pierre de
Wet
5.2 Johan 138,654,062 100.00% - 0.00% - 0.00% 138,654,062 92.07%
Louis
Botha
5.3 Shane 128,322,460 92.55% 10,331,602 7.45% - 0.00% 138,654,062 92.07%
Trevor
Ferguson
5.4 Akhter Alli 138,654,062 100.00% - 0.00% - 0.00% 138,654,062 92.07%
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 10% of the authorised but
unissued ordinary shares of the Company, pursuant to the provisions of the Companies Act and the JSE Listings Requirements.
General For % Against % Abstain % Shares Voted %
authority
to 96,634,788 69.70% 42,010,674 30.30% 8,600 0.01% 138,654,462 92.07%
Directors
to allot
and issue
authorised
but
unissued
ordinary
shares
6. Ordinary resolution number 8: Advisory endorsement of the Master Drilling remuneration policy and implementation report
The Company’s remuneration policy and implementation report (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.
Advisory For % Against % Abstain % Shares Voted %
endorse-
ment of the 117,986,163 96.64% 4,107,986 3.36% 16,559,913 11.00% 122,094,149 81.08%
Master
Drilling
remuneration
policy and
implement-
ation report
4
7. Ordinary resolution number 9: Amendment to the Master Drilling Share Option Plan (“the Plan”)
The second amending deed to the Master Drilling Share Option Plan, a copy of which was labelled for identification purposes and tabled at the Annual
General Meeting, was approved.
For % Against % Abstain % Shares %
Amendment Voted
to the
Master 114,174,526 98.84% 1,341,865 1.16% 23,137,671 15.36% 115,516,391 76.71%
Drilling
Share
Option Plan
(“the Plan”)
8. Special resolution number 1: General authority to acquire 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 Master 134,891,618 97.29% 3,762,444 2.71% - 0.00% 138,654,062 92.07%
Drilling ordinary
shares
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 2017, as recommended by the Remuneration
Committee and the Board to the shareholders at the Annual General Meeting, and as set out in the Notice of Annual General Meeting, as well as payment
of such Value-Added Tax as may be attributable to Non-Executive Directors’ fees payable by the Company with effect from 1 June 2017, was approved.
Directors’ fees For % Against % Abstain % Shares %
Voted
137,118,014 98.89% 1,536,048 1.11% - 0.00% 138,654,062 92.07%
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 2 (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 138,654,062 100.00% - 0.00% - 0.00% 138,654,062 92.07%
Companies Act
Ordinary resolution number 7, relating to the general authority to allot and issue shares for cash, was withdrawn prior to the commencement of the annual
general meeting.
Accordingly, all the resolutions as set out in the Notice of Annual General Meeting, save for the above withdrawal, 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
20 July 2017
Sponsor
Investec Bank Limited
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