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Results of Annual General Meeting
Bid Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number: 1995/008615/06
Share code: BID ISIN ZAE 000216537
(“Bidcorp” or “the Company” or “group”)
REPORT ON PROCEEDINGS AT THE 2018 ANNUAL GENERAL MEETING
At the Annual General Meeting (“ÄGM") of Bidcorp held at 10h30 on Thursday November 27th 2018, all ordinary and special
resolutions proposed at the meeting were approved by the requisite majority of votes.
In this regard the Company confirms the voting statistics from the AGM as follows:
Votes Carried as a
Shares voted as a Shares abstained
percentage of the total
Number of percentage of the as a percentage of
Resolution number of shares voted at
Shares Voted total issued share the total issued
the AGM
capital share capital
1 For Against
Ordinary resolution number 1: Reappointment of external
2 auditor 96.71% 3.29% 251 789 835 75.07% 0.17%
Ordinary resolution number 2.1: Re-election of directors
retiring by rotation and available for re-election - DDB Band
3 93.46% 6.54% 251 788 102 75.07% 0.17%
Ordinary resolution number 2.2: Re-election of directors
retiring by rotation and available for re-election - BL Berson
4 99.48% 0.52% 251 788 102 75.07% 0.17%
Ordinary resolution number 2.3: Re-election of directors
5 retiring by rotation and available for re-election - NG Payne 85.95% 14.05% 251 787 942 75.07% 0.17%
Ordinary resolution number 3.1: Election of audit and risk
6 committee member - PC Baloyi 99.52% 0.48% 251 793 117 75.07% 0.17%
Ordinary resolution number 3.2: Election of audit and risk
7 committee member - NG Payne 90.10% 9.90% 251 786 042 75.07% 0.17%
Ordinary resolution number 3.3: Election of audit and risk
8 committee member - H Wiseman 99.90% 0.10% 251 791 527 75.07% 0.17%
Ordinary resolution number 4.1: Endorsement of Bidcorp
remuneration policy – non-binding advisory vote:
9 Remuneration policy 94.82% 5.18% 251 778 418 75.07% 0.17%
Ordinary resolution number 4.2: Endorsement of Bidcorp
remuneration policy – non-binding advisory vote:
10 Implementation of remuneration policy 93.55% 6.45% 251 778 418 75.07% 0.17%
Ordinary resolution number 5: General authority to directors
11 to allot and issue authorised but unissued ordinary shares 92.06% 7.94% 251 793 427 75.07% 0.17%
Ordinary resolution number 6: General authority to issue
12 shares for cash 90.72% 9.28% 251 793 807 75.07% 0.17%
Ordinary resolution number 7: Payment of dividend by way
13 of pro rata reduction of stated capital 99.05% 0.95% 251 798 844 75.07% 0.16%
Ordinary resolution number 8: Creation and issue of
14 convertible debentures 90.24% 9.76% 251 350 438 74.94% 0.30%
Ordinary resolution number 9: Directors’ authority to
15 implement special and ordinary resolutions 100.00% 0.00% 251 792 217 75.07% 0.17%
Special resolution number 1: General authority to acquire
16 (repurchase) shares 99.49% 0.51% 251 782 612 75.07% 0.17%
Special resolution number 2.1: Approval of non?executive
directors’ remuneration – 2018/2019 - Chairman
17 98.72% 1.28% 251 610 018 75.02% 0.22%
Special resolution number 2.2: Approval of non?executive
directors’ remuneration – 2018/2019 - Lead independent non-
executive director 99.99% 0.01% 251 610 018 75.02% 0.22%
Votes Carried as a
Shares voted as a Shares abstained
percentage of the total
Number of percentage of the as a percentage of
Resolution number of shares voted at
Shares Voted total issued share the total issued
the AGM
capital share capital
For Against
Special resolution number 2.3.1: Approval of non-executive
18 directors’ remuneration – 2018/2019 - Non?executive
directors (SA) 99.99% 0.01% 251 778 384 75.07% 0.17%
Special resolution number 2.3.2: Approval of non-executive
19 directors’ remuneration – 2018/2019 - Non-executive
directors (International) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.4.1: Approval of non-executive
20 directors’ remuneration – 2018/2019 - Audit and risk
committee chairman 99.74% 0.26% 251 610 018 75.02% 0.22%
Special resolution number 2.4.2: Approval of non-executive
21 directors’ remuneration – 2018/2019 - Audit and risk
committee member (SA) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.4.3: Approval of non-executive
22 directors’ remuneration – 2018/2019 - Audit and risk
committee member (International) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.5.1: Approval of non-executive
23 directors’ remuneration – 2018/2019 - Remuneration
committee chairman 99.74% 0.26% 251 610 018 75.02% 0.22%
Special resolution number 2.5.2: Approval of non-executive
24 directors’ remuneration – 2018/2019 -Remuneration
committee member (SA) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.5.3: Approval of non-executive
25 directors’ remuneration – 2018/2019 - Remuneration
committee member (International) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.6.1: Approval of non-executive
26 directors’ remuneration – 2018/2019 - Nominations
committee chairman 99.74% 0.26% 251 610 018 75.02% 0.22%
Special resolution number 2.6.2: Approval of non-executive
27 directors’ remuneration – 2018/2019 - Nominations
committee member (SA) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.6.3: Approval of non-executive
28 directors’ remuneration – 2018/2019 - Nominations
committee member (International) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.7.1: Approval of non-executive
29 directors’ remuneration – 2018/2019 - Acquisitions
committee chairman 99.74% 0.26% 251 610 018 75.02% 0.22%
Special resolution number 2.7.2: Approval of non-executive
30 directors’ remuneration – 2018/2019 - Acquisitions
committee member (SA) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.7.3: Approval of non-executive
31 directors’ remuneration – 2018/2019 - Acquisitions
committee member (International) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.8.1: Approval of non-executive
32 directors’ remuneration – 2018/2019 - Social and ethics
committee chairman 99.74% 0.26% 251 610 018 75.02% 0.22%
Votes Carried as a
Shares voted as a Shares abstained
percentage of the total
Number of percentage of the as a percentage of
Resolution number of shares voted at
Shares Voted total issued share the total issued
the AGM
capital share capital
For Against
Special resolution number 2.8.2: Approval of non-executive
33 directors’ remuneration – 2018/2019 - Social and ethics
committee member (SA) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.8.3: Approval of non-executive
34 directors’ remuneration – 2018/2019 -Social and ethics
committee member (International) 99.99% 0.01% 251 610 018 75.02% 0.22%
Special resolution number 2.9.1: Approval of non-executive
35
directors’ remuneration – 2018/2019 - Ad hoc meetings (SA)
99.99% 0.01% 251 610 218 75.02% 0.22%
Special resolution number 2.9.2: Approval of non-executive
36 directors’ remuneration – 2018/2019 - Ad hoc meetings
(International) 99.99% 0.01% 251 614 418 75.02% 0.22%
Special resolution number 3: General authority to provide
37 financial assistance to related or inter?related companies and
corporations 99.93% 0.07% 251 364 922 74.94% 0.29%
Total Issued Share Capital 335 404 212
Excluded Treasury Shares 2 182 317
Voteable Shares 333 221 895
The Special Resolutions will, where necessary, be lodged with the Companies and Intellectual Property Commission
in due course.
CAPITAL MARKETS TRADING UPDATE
Shareholders are reminded that management will be hosting a capital markets trading update on Wednesday,
November 28th 2018 at 09h30 SA time where an operational update will be provided. Full details are available on the
Bidcorp website (www.bidcorpgroup.com).
Johannesburg
November 27 2018
Sponsor:
The Standard Bank of South Africa Limited
Date: 27/11/2018 04:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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