ADVTECH LIMITED - Results of the 2018 Annual General Meeting

Release Date: 31/05/2018 14:05
Code(s): ADH
 
Wrap Text
Results of the 2018 Annual General Meeting

 ADvTECH Limited
 (Incorporated in the Republic of South Africa)
 (Registration number 1990/001119/06)
 Share code: ADH       ISIN: ZAE000031035
 ("ADvTECH” or “the Company” or “the Group")

RESULTS OF THE 2018 ANNUAL GENERAL MEETING

ADvTECH shareholders are advised that at the annual general meeting (“AGM”) of shareholders held
on Thursday, 31 May 2018, all the ordinary and special resolutions as set out in the notice of AGM,
were approved by the requisite majority of shareholders present or represented by proxy.

The meeting was well attended by 388 542 257 ADvTECH shares, representing 71.37% of the total
ordinary issued share capital of ADvTECH, voting in person or by proxy.

The resolutions proposed at the AGM, together with the percentage of shares abstained (as a
percentage of total issued share capital of the Company), as well as the percentage of votes carried for
and against each resolution (as a percentage of shares voted), are as follows:

 1.   Ordinary resolution number 1: Adoption of the annual financial statements

       FOR                            AGAINST                         ABSTAIN
       388 348 978                    2 076                           191 203
       99.9995%                       0.0005%                         0.0492%


 2.   Ordinary resolution number 2: Election of Mr J Zimmermann as a non-executive director

       FOR                            AGAINST                         ABSTAIN
       388 002 529                    6 875                           532 853
       99.9982%                       0.0018%                         0.1371%



 3.   Ordinary resolution number 3: Re-election of Professor JD Jansen as a non-executive director

       FOR                            AGAINST                         ABSTAIN
       378 318 707                    10 032 347                      191 203
       97.4167%                       2.5833%                         0.0492%

4.   Ordinary resolution number 4: Re-election of Mr SC Masie as a non-executive director

      FOR                             AGAINST                         ABSTAIN
      379 990 942                     8 018 462                       532 853
      97.9334%                        2.0666%                         0.1371%

5.   Ordinary resolution number 5: Re-election of Professor SA Zinn as a non-executive director

      FOR                             AGAINST                         ABSTAIN
      376 061 608                     11 947 796                      532 853
      96.9207%                        3.0793%                         0.1371%

6.    Ordinary resolution number 6: Re-election of Professor BM Gourley as a member of the audit
     committee

      FOR                             AGAINST                         ABSTAIN
      345 698 753                     42 310 651                      532 853
      89.0955%                        10.9045%                        0.1371%

7.    Ordinary resolution number 7: Re-election of Mr KDM Warburton as a member of the audit
     committee

      FOR                             AGAINST                         ABSTAIN
      379 312 653                     8 696 751                       532 853
      97.7586%                        2.2414%                         0.1371%

8.    Ordinary resolution number 8: Re-election of Dr JS Chimhanzi as a member of the audit
     committee

      FOR                             AGAINST                         ABSTAIN
      377 930 541                     1 388 911                       9 222 805
      99.6338%                        0.3662%                         2.3737%

9. Ordinary resolution number 9: Appointment of external auditors

      FOR                             AGAINST                         ABSTAIN
      220 053 957                     168 303 847                     184 453
      56.6627%                        43.3373%                        0.0475%

The results relating to the Ordinary resolution number 9 to appoint the external auditors have been
noted.   Shareholders who have voted against the appointment of Deloitte & Touche as external
auditors of the Company are invited to forward their concerns to Donna Dickson at
ddickson@advtech.co.za. The Company will engage with shareholders to address these concerns
which will be taken into consideration when appointing the auditors ahead of the next AGM.

10. Ordinary resolution number 10: Issuing shares for cash

       FOR                             AGAINST                        ABSTAIN
       377 455 494                     8 327 580                      2 759 183
       97.8414%                        2.1586%                        0.7101%

11. Non-binding advisory vote – Remuneration policy

       FOR                             AGAINST                        ABSTAIN
       274 956 616                     104 359 186                    9 226 455
       72.4875%                        27.5125%                       2.3746%

12. Special resolution number 1: Approval of non-executive directors’ fees

       FOR                             AGAINST                        ABSTAIN
       387 939 427                     67 268                         535 562
       99.9827%                        0.0173%                        0.1378%

13. Special resolution number 2: Authority to make payment for the shortfall in non-executive director
      fees

       FOR                             AGAINST                        ABSTAIN
       380 913 259                     4 533 449                      3 095 549
       98.8238%                        1.1762%                        0.7967%

14. Special resolution number 3: Authority to make loans or give financial assistance to subsidiaries
      and related or inter-related companies

       FOR                             AGAINST                        ABSTAIN
       386 702 682                     1 662 522                      177 053
       99.5719%                        0.4281%                        0.0456%



15.   Special resolution number 4: General authority for the acquisition of shares issued by the
      company

       FOR                             AGAINST                        ABSTAIN
       388 299 596                     59 508                         183 153
       99.9847%                        0.0153%                        0.0471%

As a result of more than 25% of the votes exercised against the non-binding advisory resolution, in
terms of the recommendations of the King IV Report on Corporate Governance for South Africa, 2016
and paragraph 3.84(k) of the JSE Listings Requirements, shareholders are invited to engage with the
Company as follows:


   -   to forward concerns or recommendations on the remuneration policy to Donna Dickson in
       writing at ddickson@advtech.co.za by the close of business on 14 June 2018;


   -   to further participate in scheduled meetings, which will be arranged by the Company once
       concerns/recommendations have been received, in order for shareholders to engage with the
       Company on the remuneration policy.

The voting results and the nature and steps taken to address the objections raised by shareholders
on the remuneration policy will further be disclosed in the next annual integrated report.

The Board believes that the remuneration policy is essential as the Group seeks to entrench a culture
of high performance by aligning the remuneration philosophy with the business objectives, values and
strategy.

31 May 2018
Johannesburg
Sponsor: Bridge Capital Advisors Proprietary Limited

Date: 31/05/2018 02:05:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Email this JSE Sens Item to a Friend.

Share This Story