MASTER DRILLING GROUP LIMITED - Results of the Annual General Meeting

Release Date: 07/06/2018 15:10
Code(s): MDI
 
Wrap Text
Results of the Annual General Meeting

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, 7 JUNE 2018

Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Thursday, 7 June 2018 at 09h00 at
Grant Thornton offices, Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg were 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 2017 were considered.


       Presentation of              For               %   Against              %       Abstain                %       Shares Voted                 %
       Annual
       Financial           136,365,091        100.00%        2,000         0.00%        15, 545          0.01%          136,367,091          90.55%
       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 until the conclusion of the next annual general meeting, with J
     Barradas of the said firm noted as current designated registered auditor.

      Re-                                For              %       Against           %     Abstain              %   Shares Voted                 %
      appointment
      of Grant                 136,367,091          100.00%              -      0.00%      15, 545        0.01%     136,367,091             90.55%
      Thornton as
      auditors and
      noting J
      Barradas as
      the
      designated
      registered
      auditor




3.   Ordinary resolution number 3: Re-election of Non-Executive Director

     Hendrik (Hennie) Roux van der Merwe was re-elected by separate resolution for a further term of office.

      Re-election                      For                      %     Against                %       Abstain               %          Shares                %
      of Non-                                                                                                                          Voted
      Executive
      Director
      Hennie Roux             136,364,791                100.00%        2,300           0.00%         15,545            0.01%     136,367,091           90.55%
      van der
      Merwe




                                                                                                                                                       
4.   Ordinary resolution number 4: Election of Non-Executive Directors

     Andries Willem Brink was elected by separate resolution as a Non-Executive Director of the Company.

      Election of                     For                     %     Against               %     Abstain            %        Shares         %
      Non-                                                                                                                   Voted
      Executive
      Director
      Andries                136,364,791                100.00%       2,300           0.00%      15,545         0.01%   136,367,091   90.55%
      Willem Brink





5.   Ordinary resolution number 5: Election of Non-Executive Directors

     Octavia Matshidiso Matloa was elected by separate resolution as a Non-Executive Director of the Company.

      Election of                     For                     %     Against               %     Abstain            %        Shares         %
      Non-                                                                                                                   Voted
      Executive
      Director
      Octavia                136,364,791                100.00%       2,300           0.00%      15,545         0.01%   136,367,091   90.55%
      Matshidiso
      Matloa




                                                                                                                                       
6.   Ordinary resolution number 6: Election/Re-appointment of members of the Audit Committee

     Messrs Andries Willem Brink, Octavia Matshidiso Matloa, 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.


      Election/Re-                     For             %       Against              %      Abstain                 %      Shares Voted                    %
      appointment      of
      members of the
      Audit Committee

      6.1    Andries          134,336,402         98.51%     2, 030,689         1.49%        15,545            0.01%        136,367,091               90.55%
             Willem
             Brink

      6.2    Octavia          134,336,402         98.51%     2, 030,689         1.49%        15,545            0.01%        136,367,091               90.55%
             Matshidiso
             Matloa

      6.3    Shane            132,788,381         97.38%     3, 578,710         2.62%        15,545            0.01%        136,367,091               90.55%
             Trevor
             Ferguson

      6.4    Akhter Alli      136,364,791       100.00%           2,300         0.00%        15,545            0.01%        136,367,091               90.55%
             Deshmukh




                                                                                                                                                        
7.   Ordinary resolution number 7: 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.

      General                         For                  %         Against                  %       Abstain              %    Shares Voted                    %
      authority
      to
      Directors
      to allot
      and issue
      authorised
      but
      unissued
      ordinary
      shares
                             116,544,066             85.46%       19,823,025             14.54%         15,545         0.01%      136,367,091               90.55%




8.   Ordinary resolution number 8: 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 7,529,639 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
                             116,544,066             85.46%       19,823,025             14.54%         15,545         0.01%      136,367,091               90.55%




                                                                                                                                                           
9.    Ordinary resolution number 9: Approval of the Master Drilling remuneration policy

      The Company’s remuneration policy as contained in the Remuneration report of the Company as set out in the Integrated Annual Report (excluding the
      remuneration of Directors for their services as Directors and members of the Board or statutory committees) in terms of the King Report on Governance
      for South Africa 2016 (“King IV”) was endorsed by way of a non-binding advisory vote.

      Approval of                     For              %          Against             %       Abstain              %       Shares Voted                 %
      the Master
      Drilling
      remuneration
      policy
                             115,495,484          98.64%      1,591,752           1.36%    19,295,400         12.81%         117,087,236           77.75%




10.   Ordinary resolution number 10: Approval of implementation report of the remuneration policy

      Implementation of the remuneration policy as contained in the Remuneration report of the Company and as set out in the Integrated Annual Report
      (excluding the remuneration of Directors for their services as Directors and members of the Board or statutory committees) in terms of the King Report
      on Governance for South Africa 2016 (“King IV”) was endorsed by way of a non-binding advisory vote.

      Approval of                     For               %         Against             %       Abstain               %      Shares Voted                 %
      implementation
      report on the
      Master Drilling
      remuneration
      policy
                             115,495,484          98.64%      1,591,752           1.36%    19,295,400         12.81%         117,087,236           77.75%




                                                                                                                                                            
11.   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
       Drilling ordinary
       shares

                                134,333,902          98.51%      2,033,189         1.49%          15,545           0.01%     136,367,091           90.55%




12.   Special resolution number 2: Directors’ fees

      The remuneration to be paid to Directors for their services as Directors for the year commencing 1 July 2018, 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, was approved.

                                               For             %      Against              %     Abstain              %          Shares                %
       Directors’ fees                                                                                                            Voted

                                     136,349,041         99.99%         17,400       0.01%        16,195          0.01%     136,366,441            90.55%




                                                                                                                                                            
13.   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
       Companies Act

                                     136,364,791           100.00%          2,300       0.00%        15,545         0.01%     136,367,091           90.55%




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
7 June 2018



Sponsor
Investec Bank Limited




                                                                                                                                                             

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