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Report on proceedings at the 2023 Annual General Meeting
Bid Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number: 1995/008615/06
Share code: BID
ISIN: ZAE000216537
("Bidcorp" or "the Company")
REPORT ON PROCEEDINGS AT THE 2023 ANNUAL GENERAL MEETING
At the annual general meeting ("Annual General Meeting" or "the meeting") of the shareholders of Bidcorp
held today, Wednesday, November 22nd 2023, the ordinary and special resolutions proposed at the meeting
were unaltered from that reflected in the Notice of Annual General Meeting and were voted on, the results of
which are set out below:
ty of votes set out below.
Total number of shares in issue 335,404,212
Total number of shares represented (including proxies) at the meeting 271,945,956
Proportion of total voteable shares represented at the meeting 81,08%
Shares
Shares
Votes cast disclosed as a voted as a
abstained as
percentage of the total Number of percentage
a percentage
Resolution number of shares voted shares voted of the total
of the total
at the meeting issued
issued shares
shares
FOR AGAINST
Ordinary resolution number 1: Reappointment of
1 99,61% 0,39% 271 652 830 80,99% 0,09%
external auditor
Ordinary resolution number 2.1: Re-election of
2 90,50% 9,50% 259 604 741 77,40% 3,68%
independent non-executive director - PC Baloyi
Ordinary resolution number 2.2: Re-election of
3 96,80% 3,20% 271 652 830 80,99% 0,09%
independent non-executive director - S Koseff
Ordinary resolution number 2.3: Re-election of
4 99,46% 0,54% 271 652 830 80,99% 0,09%
independent non-executive director - KR Moloko
Ordinary resolution number 2.4: Re-election of
5 99,89% 0,11% 271 652 830 80,99% 0,09%
independent non-executive director - CJ Rosenberg
Ordinary resolution number 3.1: Election of audit
6 99,37% 0,63% 271 652 830 80,99% 0,09%
and risk committee member - T Abdool-Samad
Ordinary resolution number 3.2: Election of audit
7 91,92% 8,08% 271 652 830 80,99% 0,09%
and risk committee member - PC Baloyi
Ordinary resolution number 3.3: Election of audit
8 99,38% 0,62% 271 652 830 80,99% 0,09%
and risk committee member - KR Moloko
Ordinary resolution number 3.4: Election of audit
9 87,65% 12,35% 271 652 830 80,99% 0,09%
and risk committee member - NG Payne
Ordinary resolution number 3.5: Election of audit
10 99,35% 0,65% 271 652 830 80,99% 0,09%
and risk committee member - H Wiseman
Ordinary resolution number 4.1: Endorsement of
11 72,38% 27,62% 271 539 829 80,96% 0,12%
Bidcorp remuneration policy
Ordinary resolution number 4.2: Endorsement of
12 95,43% 4,57% 271 539 829 80,96% 0,12%
Bidcorp Implementation of remuneration policy
Ordinary resolution number 5: General authority to
13 directors to allot and issue authorised but unissued 90,84% 9,16% 271 647 047 80,99% 0,09%
ordinary shares
Ordinary resolution number 6: General authority to
14 90,69% 9,31% 271 647 547 80,99% 0,09%
issue shares for cash
Shares
Shares
Votes cast disclosed as a voted as a
abstained as
percentage of the total Number of percentage
a percentage
Resolution number of shares voted shares voted of the total
of the total
at the meeting issued
issued shares
shares
FOR AGAINST
Ordinary resolution number 7: Payment of dividend
15 99,94% 0,06% 271 653 330 80,99% 0,09%
by way of pro rata reduction of stated capital
Ordinary resolution number 8: Creation and issue of
16 90,70% 9,30% 271 652 379 80,99% 0,09%
convertible debentures
Ordinary resolution number 9: Directors' authority
17 99,99% 0,01% 271 652 830 80,99% 0,09%
to implement special and ordinary resolutions
Special resolution number 1: General authority to
18 99,97% 0,03% 271 639 348 80,99% 0,09%
acquire (repurchase) shares
Special resolution number 2 (11.1): Approval of non-
19 99,16% 0,84% 271 640 587 80,99% 0,09%
executive directors' annual fees – Chairman
Special resolution number 2 (11.2): Approval of non-
20 executive directors' annual fees – Lead independent 99,16% 0,84% 271 640 587 80,99% 0,09%
non-executive director
Special resolution number 2 (11.3): Approval of non-
21 executive directors' annual fees – Non-executive 99,15% 0,85% 271 640 587 80,99% 0,09%
directors
Special resolution number 2 (11.4): Approval of non-
22 executive directors' annual fees – Audit and risk 99,91% 0,09% 271 640 587 80,99% 0,09%
committee chairman
Special resolution number 2 (11.5): Approval of non-
23 executive directors' annual fees – Audit and risk 99,83% 0,17% 271 640 587 80,99% 0,09%
committee member
Special resolution number 2 (11.6): Approval of non-
24 executive directors' annual fees – Remuneration 99,83% 0,17% 271 640 587 80,99% 0,09%
committee chairman
Special resolution number 2 (11.7): Approval of non-
25 executive directors' annual fees – Remuneration 99,83% 0,17% 271 640 587 80,99% 0,09%
committee member
Special resolution number 2 (11.8): Approval of non-
26 executive directors' annual fees – Nominations 99,83% 0,17% 271 640 587 80,99% 0,09%
committee chairman
Special resolution number 2 (11.9): Approval of non-
27 executive directors' annual fees – Nominations 99,83% 0,17% 271 640 587 80,99% 0,09%
committee member
Special resolution number 2 (11.10): Approval of
28 non-executive directors' annual fees – Acquisitions 99,83% 0,17% 271 640 587 80,99% 0,09%
committee chairman
Special resolution number 2 (11.11): Approval of
29 non-executive directors' annual fees – Acquisitions 99,83% 0,17% 271 640 587 80,99% 0,09%
committee member
Special resolution number 2 (11.12): Approval of
30 non-executive directors' annual fees – Social and 99,84% 0,16% 271 640 587 80,99% 0,09%
ethics committee chairman
Shares
Shares
Votes cast disclosed as a voted as a
abstained as
percentage of the total Number of percentage
a percentage
Resolution number of shares voted shares voted of the total
of the total
at the meeting issued
issued shares
shares
FOR AGAINST
Special resolution number 2 (11.13): Approval of
31 non-executive directors' annual fees – Social and 99,84% 0,16% 271 640 587 80,99% 0,09%
ethics committee member
Special resolution number 2 (11.14): Approval of
32 non-executive directors' annual fees – Ad hoc 98,92% 1,08% 271 640 587 80,99% 0,09%
meeting
Special resolution number 2 (11.15): Approval of
33 non-executive directors' annual fees – Travel per 99,94% 0,06% 271 640 587 80,99% 0,09%
meeting cycle
Special resolution number 3: General authority to
34 provide financial assistance to related or inter- 98,97% 1,03% 271 652 197 80,99% 0,09%
related companies and corporations
Shareholders are referred to the outcome of proceedings at the 2023 AGM, wherein it was noted that the non-
binding advisory resolution endorsing the remuneration policy (ordinary resolution 4.1) received a vote of 72,38%
which does not meet the requisite 75% of votes cast at the meeting.
The Bidcorp Board invites those dissenting shareholders to send their concerns / questions relating to the
remuneration policy to the Company Secretary, in writing (email address: investorrelations@bidcorp.co.za), to be
received before close of business day on Friday, December 8th 2023. Arrangements will be made to facilitate the
engagement process with those responding shareholders.
Date: November 22nd 2023
Johannesburg
Sponsor: The Standard Bank of South Africa Limited
Date: 22-11-2023 03:30:00
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