Wrap Text
Results of the Annual General Meeting of Master Drilling held on Thursday, 12 June 2025
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")
RESULTS OF THE ANNUAL GENERAL MEETING OF MASTER DRILLING HELD ON THURSDAY, 12 JUNE 2025.
Master Drilling shareholders are advised that the results of the business conducted at the Annual General Meeting held on Thursday, 12 June 2025 at 09h00
at Master Drilling Group Limited Board Room, 4 Bosman Street, Fochville were as follows:
1. Ordinary resolution number 1 – Reappointment of BDO South Africa Incorporated as the auditor of the Company
BDO was appointed as the independent auditor of the Company until the conclusion of the next annual general meeting.
Appointment For % Against % Abstain % Shares Voted %
of BDO South
Africa 128 830 587 99,14% 1 117 428 0,86% 11 300 0,01% 129 948 015 86,32%
Incorporated
as auditor of
the Company
2. Ordinary resolution number 2: Re-election of Non-Executive Director
Mamokete Emily Ramathe was re-elected by separate resolution as a Non-Executive Director.
Re-election For % Against % Abstain % Shares Voted %
of Non-
Executive
Director
Mamokete 129 945 015 100,00% 3 000 0,00% 11 300 0,01% 129 948 015 86,32%
Emily
Ramathe
3. Ordinary resolution number 3: Re-election of Non-Executive Director
Hendrik Johannes Faul was re- elected by separate resolution as a Non-Executive Director.
Re- election For % Against % Abstain % Shares Voted %
of Non-
Executive
Director
Hendrik 129 945 015 100,00% 3 000 0,00% 11 300 0,01% 129 948 015 86,32%
Johannes
Faul
4. Ordinary resolution number 4: Election of members of the Audit Committee
Andries Willem Brink, Akhter Alli Deshmukh, Mamokete Emily Ramathe (all Independent Non-Executive Directors) 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.
For % Against % Abstain % Shares %
Election of Voted
members of the
Audit Committee
4.1 Andries 129 945 015 100,00% 3 000 0,00% 11 300 0,01% 129 948 015 86,32%
Willem
Brink
4.2 Akhter Alli 114 179 748 87,87% 15 768 267 12,13% 11 300 0,01% 129 948 015 86,32%
Deshmukh
4.3 Mamokete 129 945 015 100,00% 3 000 0,00% 11 300 0,01% 129 948 015 86,32%
Emily
Ramathe
5. Ordinary resolution number 5: Election of members of the Social, Ethics and Sustainability Committee
Mamokete Emily Ramathe, Akhter Alli Deshmukh, Hendrik Johannes Faul (all Independent Non-Executive Directors) and Fred George Dixon Alternate
Director to Barend Jacobus Jordaan were each elected by way of separate resolution as members of the Master Drilling Social, Ethics and Sustainability
Committee with effect from the end of the Annual General Meeting.
For % Against % Abstain % Shares %
Election of Voted
members of the
Social, Ethics and
Sustainability
Committee
5.1 Mamokete 129 945 015 100,00% 3 000 0,00% 11 300 0,01% 129 948 015 86,32%
Emily
Ramathe
5.2 Akhter Alli 114 689 748 88,26% 15 258 267 11,74% 11 300 0,01% 129 948 015 86,32%
Deshmukh
5.3 Hendrik 129 945 015 100,00% 3 000 0,00% 11 300 0,01% 129 948 015 86,32%
Johannes
Faul
5.4 Fred 129 945 015 100,00% 3 000 0,00% 11 300 0,01% 129 948 015 86,32%
George
Dixon
6. Ordinary resolution number 6: 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 authority For % Against % Abstain % Shares %
to Directors to Voted
allot and issue
authorised but
unissued ordinary
shares
105 959 748 81,54% 23 988 267 18,46% 11 300 0,01% 129 948 015 86,32%
7. Ordinary resolution number 7: 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 7,526,839 ordinary shares and which authority is only valid
until the next annual general meeting, was approved.
General authority For % Against % Abstain % Shares %
for Directors to Voted
issue shares for
cash
105 959 748 81,54% 23 988 267 18,46% 11 300 0,01% 129 948 015 86,32%
8. Ordinary resolution number 8: 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 the For % Against % Abstain % Shares Voted %
Master Drilling
remuneration
policy
113 979 748 87,71% 15 972 867 12,29% 6 700 0,00% 129 952 615 86,33%
9. Ordinary resolution number 9: 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 King IV was
endorsed by way of a non-binding advisory vote.
Approval of For % Against % Abstain % Shares %
implementation Voted
report on the
Master Drilling
remuneration
policy
113 979 748 87,71% 15 972 867 12,29% 6 700 0,00% 129 952 615 86,33%
10. 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
128 830 587 99,14% 1 117 428 0,86% 11 300 0,01% 129 948 015 86,32%
11. Special resolution number 2: Directors' fees
The remuneration to be paid to Directors for their services as Directors for the year commencing 1 July 2025, 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
129 340 587 99,53% 612 028 0,47% 6 700 0,00% 129 952 615 86,33%
12. 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 Voted
assistance in
terms of
sections 44 and
45 of the
Companies Act
129 945 015 99,99% 7 600 0,01% 6 700 0,00% 129 952 615 86,33%
Notes:
a) The total number of shares that could be exercised at the meeting was 150 536 779
b) The total number of shares present/represented at the meeting (including proxies), as a percentage (%) of the voteable shares was 86%
c) The total number of shares present/represented at the meeting (including proxies) was 129 959 315
d) The percentage of shares voted for and against each resolution, is calculated in relation to the number of shares represented at the AGM.
e) The percentage of shares abstained, and the total votes, is calculated in relation to the total number of shares that could be exercised at the meeting.
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
12 June 2025
Sponsor
Investec Bank Limited
Date: 12-06-2025 12:35:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
