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Results Of The Annual General Meeting
AYO TECHNOLOGY SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN: ZAE000252441
(“AYO Technology” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that the results of the voting at the annual general meeting
of the Company held at 08:30 today, Tuesday, 22 January 2019, at AYO’s office, 2nd Floor,
Old Warehouse Building, Black River Park, 2 Fir Street, Observatory (“AGM”), save for
resolution numbers 6, 7, 8 and 14 which were withdrawn, are as follows:
Votes
Votes for against
resolution resolution
as a as a Number of Number of
percentage percentage shares shares
of total of total voted at abstained
number of number of Number of AGM as a as a
Resolutions shares shares shares percentage percentage
proposed at the voted at voted at voted at of shares in of shares in
AGM AGM (%) AGM (%) AGM issue (%) issue (%)
Ordinary resolution
number 1:
To confirm the
appointment of the
following Director:
Dr WA Mgoqi 100 0 278 945 958 81.06 0.00
Ordinary resolution
number 2:
To confirm the
appointment of the
following Director:
Dr DH George 100 0 278 945 958 81.06 0.00
Ordinary resolution
number 3:
To confirm the
appointment of the
following Director:
Mr SM Rasethaba 100 0 278 945 958 81.06 0.00
Ordinary resolution
number 4:
To confirm the
appointment of the
following Director:
Ms RP Mosia 64.23 35.77 278 945 958 81.06 0.00
Ordinary resolution
number 5: 64.23 35.77 278 945 958 81.06 0.00
To confirm the
appointment of the
following Director:
Adv. NA
Ramatlhodi
Ordinary resolution
number 6:
To re-elect the
following Director
who retires by
rotation: Ms N
Gamieldien Withdrawn
Ordinary resolution
number 7:
To re-elect the
following Director
who retires by
rotation: Mr S
Young Withdrawn
Ordinary resolution
number 8:
To re-elect the
following Director
who retires by
rotation: Ms CF
Hendricks Withdrawn
Ordinary resolution
number 9:
To re-elect the
following Director
who retires by
rotation: Mrs AB
Begum Amod 64.23 35.77 278 945 958 81.06 0.00
Ordinary resolution
number 10:
To appoint Ms RP
Mosia as a member
of the audit and risk
committee 64.23 35.77 278 945 958 81.06 0.00
Ordinary resolution
number 11:
To appoint Adv. NA
Ramatlhodi as a
member of the
audit and risk
committee 64.23 35.77 278 945 958 81.06 0.00
Ordinary resolution
number 12:
To appoint Dr DH
George as a
member of the
audit and risk
committee 100 0 278 945 958 81.06 0.00
Ordinary resolution
number 13:
To appoint Mr SM
Rasethaba as a
member of the
audit and risk
committee 100 0 278 945 958 81.06 0.00
Ordinary resolution
number 14:
To appoint Mr S
Young as a
member of the
audit and risk
committee Withdrawn
Ordinary resolution
number 15:
The appointment of
BDO Cape Inc. as
the independent
auditor of the
Company for the
ensuing year 100 0 278 945 958 81.06 0.00
Ordinary resolution
number 16:
Control of
authorised but
unissued ordinary
shares 64.23 35.77 278 945 958 81.06 0.00
Ordinary resolution
number 17:
Approval to issue
ordinary shares
and/or options for
cash 64.23 35.77 278 945 958 81.06 0.00
Ordinary resolution
number 18:
Non-binding
advisory vote on
the Remuneration
policy of the
Company 64.23 35.77 278 945 958 81.06 0.00
Ordinary resolution
number 19: Non-
binding advisory
vote on the
implementation of
the remuneration
policy of the
Company 64.23 35.77 278 945 958 81.06 0.00
Special resolution
number 1:
To approve the
remuneration of the 100 0 278 945 958 81.06 0.00
non-executive
Directors
Special resolution
number 2:
To approve inter-
company financial
assistance 64.23 35.77 278 945 958 81.06 35.77
Special resolution
number 3:
To approve
financial assistance
for the subscription
or purchase of
shares in the
Company or in a
related or inter-
related company 64.23 0 278 945 958 81.06 35.77
Special resolution
number 4:
Approval for the
Company or its
subsidiaries to
repurchase shares
of the Company 100 0 278 945 958 81.06 0.00
Note:
Total number of shares in issue as at the date of the AGM was 344 125 194.
Shareholders are further advised that, as ordinary resolution number 18, relating to the non-
binding advisory vote on the remuneration policy of the Company and ordinary resolution
number 19 relating to the non-binding advisory vote on the implementation of the remuneration
policy, were voted against by 25% or more of the votes exercised by the Company’s
shareholders present in person or represented by proxy at the AGM, an invitation will be
extended to such dissenting shareholders to engage with the Company. The manner and
timing of such engagement has not as yet been finalised and the Company will issue a further
announcement shortly setting out such details.
CHANGES TO THE BOARD OF DIRECTORS
Mr S Young and Ms CF Hendricks did not make themselves available for re-election at the
AGM and voluntary elected to step off the board (“the Board”) and accordingly the requisite
resolutions were withdrawn.
Furthermore, the Board wishes to advise that Ms N Gamieldien voluntary elected to step off
the Board as the Chief Financial Officer of the Company but will continue in a senior executive
role.
Accordingly, in compliance with paragraph 3.59(b) of the JSE Listings Requirements, the
Company advises that Mr S Young, Ms CF Hendricks and Ms N Gamieldien were not available
for re-election to the Board and are therefore no longer directors to the Board with effect from
22 January 2019.
The Board wishes to thank Mr Young, Ms Hendricks and Ms Gamieldien for their tenure on
the Board and its Committees. The Board wishes to take this opportunity of wishing Mr Young
and Ms Hendricks all of the very best and success going forward.
The Board further advises that with effect from 22 January 2019, Mr H Plaatjes has taken up
the role of Chief Executive Officer, Mr IT Bundo has been appointed to the Board of Directors
as an executive in the capacity of Chief Financial Officer, Mr AM Salie has been appointed
as an executive in the capacity of Chief Investment Officer and Mr I Amod has been appointed
as an independent non-executive director.
Messrs Bundo and Salie both hold a Bachelor of Commerce Degree in Accounting and are
both chartered accountants.
In addition, the Board further wishes to advise that Mrs AB Amod has been appointed to the
Audit and Risk Committee effective 22 January 2019.
The Board welcomes Messrs Bundo, Salie and Amod and looks forward to their contribution
to the Company.
Cape Town
22 January 2019
Sponsor
PSG Capital
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