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Results of Annual General Meeting
AVI Limited
Registration Number 1944/017201/06
Share Code: AVI
ISIN: ZAE000049433
("AVI" or "Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the Annual General Meeting ("AGM") of AVI held at 11h00 on
Wednesday, 8 November 2023 were as follows:
Resolution Resolution Number of Percentage For*** Against*** Abstained*
shares voted of shares
Number % % %
in issue*
%
1 Ordinary resolution 274 569 557 80.15 100.00 0.00 0.42
Adoption of annual financial statements
2 Ordinary resolution 272 174 777 80.32 99.78 0.22 0.24
Re-appointment of Ernst & Young Inc. as
the external auditors
3 Ordinary resolution 272 173 024 80.32 98.79 1.21 0.24
Re-election of Mrs A Muller as a director
4 Ordinary resolution 272 174 777 80.32 97.79 2.21 0.24
Re-election of Mr M Koursaris as a
director
5 Ordinary resolution 272 173 024 80.32 99.29 0.71 0.24
Election of Mr MJ Watters as a director
6 Ordinary resolution 272 173 024 80.32 99.55 0.45 0.24
Election of Mr SG Robinson as a director
7 Ordinary resolution 272 173 024 80.32 100.00 0.00 0.24
Election of Ms MR Mouyeme as a
director
8 Ordinary resolution 272 173 024 80.32 99.55 0.45 0.24
Appointment of Mr SG Robinson as a
member and Chairman of the Audit and
Risk Committee
9 Ordinary resolution 272 173 024 80.32 98.85 1.15 0.24
Appointment of Mrs A Muller as a
member of the Audit and Risk
Committee
10 Ordinary resolution 272 173 024 80.32 97.10 2.90 0.24
Appointment of Ms MR Mouyeme as a
member of the Audit and Risk
Committee
11 This resolution was withdrawn and - - - - -
therefore not voted on
12 This resolution was withdrawn and - - - - -
therefore not voted on
13 This resolution was withdrawn and - - - - -
therefore not voted on
14 This resolution was withdrawn and - - - - -
therefore not voted on
15 This resolution was withdrawn and - - - - -
therefore not voted on
16 This resolution was withdrawn and - - - - -
therefore not voted on
17 This resolution was withdrawn and - - - - -
therefore not voted on
18 This resolution was withdrawn and - - - - -
therefore not voted on
19
Special resolution 271 608 301 80.16 99.60 0.40 0.41
Increase in fees payable to non-
executive directors, excluding the
Chairman of the Board
20
Special resolution 271 615 429 80.16 99.86 0.14 0.40
Increase in fees payable to the Chairman
of the Board
21
Special resolution 271 608 301 80.16 99.86 0.14 0.41
Increase in fees payable to members of
the Remuneration, Nomination and
Appointments Committee
22
Special resolution 271 608 301 80.16 99.86 0.14 0.41
Increase in fees payable to members of
the Audit and Risk Committee
23
Special resolution 271 608 301 80.16 99.86 0.14 0.41
Increase in fees payable to non-
executive members of the Social and
Ethics Committee
24
Special resolution 271 608 301 80.16 99.86 0.14 0.41
Increase in fees payable to the Chairman
of the Remuneration, Nomination and
Appointments Committee
25
Special resolution 271 612 899 80.16 99.86 0.14 0.40
Increase in fees payable to the Chairman
of the Audit and Risk Committee
26
Special resolution 271 612 899 80.16 99.53 0.47 0.40
Increase in fees payable to the Chairman
of the Social and Ethics Committee
27 Special resolution 272 086 649 80.30 96.62 3.38 0.26
Fees payable to the foreign non-
executive director, Mr MJ Watters
28 Special resolution 272 078 245 80.30 95.22 4.78 0.27
Fees payable to the Chairman of the
Board, should the Chairman be a foreign
non-executive director
29 Special resolution 272 078 245 80.30 96.63 3.37 0.27
Fees payable to the members of the
Audit and Risk Committee, should the
member be a foreign non-executive
director
30 Special resolution 272 078 245 80.30 96.63 3.37 0.27
Fees payable to the members of the
Remuneration, Nomination and
Appointments Committee, should the
member be a foreign non-executive
director
31 Special resolution 272 078 245 80.30 96.63 3.37 0.27
Fees payable to the members of the
Social and Ethics Committee, should the
member be a foreign non-executive
director
32 Special resolution 264 485 070 78.05** 99.67 0.33 0.24**
General authority to buy-back shares
33 Ordinary Resolution 272 069 499 80.29 65.16 34.84 0.27
Non-binding advisory vote to endorse
the remuneration policy
Ordinary Resolution
34 264 270 495 77.99 33.57 66.43 2.57
Non-binding advisory vote to endorse
the implementation report
*Based on 338 845 070 shares in issue at the date of the AGM.
**Based on 330 759 793 shares (excludes 8 085 277 share scheme shares) in issue at the date of the AGM.
***In relation to the total number of shares voted at the AGM.
Based on the above results, all resolutions were passed by the requisite majority of AVI shareholders present in person or
represented by proxy at the AGM, except for resolution 34. Resolutions 11 to 18 were withdrawn at the AGM and not voted
on.
The non-binding advisory resolutions 33 and 34 (the remuneration policy and the remuneration implementation report,
respectively) were voted against by more than 25% of AVI's shareholders present in person or represented by proxy at the
AGM ("dissenting shareholders"). The Board invites those dissenting shareholders to engage with the Company in the
following manner:
1. Shareholders are invited to forward their concerns/questions on the remuneration policy and the remuneration
implementation report to the Group Company Secretary in writing to sureyas@avi.co.za.
2. Following the responses received from shareholders in accordance with the above, appropriate engagements will
be scheduled at a suitable date and time and communicated to shareholders.
Illovo
Sandton
8 November 2023
Sponsor
The Standard Bank of South Africa Limited
Date: 08-11-2023 02:14:00
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