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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 Tuesday,
12 November 2024 were as follows:
Resolution Resolution Number of Percentage For*** Against*** Abstained*
shares voted of shares
Number % % %
in issue*
%
1 Ordinary resolution 264 282 758 77.74 99.96 0.04 0.27
Adoption of annual financial statements
2 Ordinary resolution 264 358 535 77.76 99.82 0.18 0.25
Re-appointment of Ernst & Young Inc. as
the external auditors
3 Ordinary resolution 264 358 535 77.76 99.60 0.40 0.25
Re-election of Mr Crutchley as a director
4 Ordinary resolution 264 358 535 77.76 99.60 0.40 0.25
Re-election of Mr O'Meara as a director
5 Ordinary resolution 264 358 535 77.76 99.90 0.10 0.25
Election of Mrs Davies as a director
6 Ordinary resolution 264 362 239 77.76 99.46 0.54 0.25
Appointment of Mr SG Robinson as a
member and Chairman of the Audit and
Risk Committee
7 Ordinary resolution 264 362 239 77.76 99.80 0.20 0.25
Appointment of Ms MR Mouyeme as a
member of the Audit and Risk
Committee
8 Ordinary resolution 264 362 239 77.76 99.92 0.08 0.25
Appointment of Mrs A Muller as a
member of the Audit and Risk
Committee
9 Special resolution 264 332 762 77.75 96.85 3.15 0.26
Increase in fees payable to non-
executive directors, excluding the
Chairman of the Board
10 Special resolution 264 332 762 77.75 96.69 3.31 0.26
Increase in fees payable to the Chairman
of the Board
11 Special resolution 264 332 762 77.75 96.85 3.15 0.26
Increase in fees payable to members of
the Remuneration, Nomination and
Appointments Committee
12 Special resolution 264 309 290 77.74 71.99 28.01 0.27
Increase in fees payable to members of
the Audit and Risk Committee
13 Special resolution 264 336 462 77.75 96.84 3.16 0.26
Increase in fees payable to non-
executive members of the Social and
Ethics Committee
14 Special resolution 264 332 762 77.75 96.84 3.16 0.26
Increase in fees payable to the Chairman
of the Remuneration, Nomination and
Appointments Committee
15 Special resolution 264 332 762 77.75 96.84 3.16 0.26
Increase in fees payable to the Chairman
of the Audit and Risk Committee
16 Special resolution 264 336 462 77.75 96.84 3.16 0.26
Increase in fees payable to the Chairman
of the Social and Ethics Committee
17 Special resolution 264 332 762 77.75 95.34 4.66 0.26
Increase in fees payable to the Chairman
of the Board, should the Chairman be a
foreign non-executive director
18 Special resolution 264 332 762 77.75 95.34 4.66 0.26
Increase in fees payable to the members
of the Audit and Risk Committee, should
the member be a foreign non-executive
director
19 Special resolution 264 332 762 77.75 95.34 4.66 0.26
Increase in fees payable to the members
of the Remuneration, Nomination and
Appointments Committee, should the
member be a foreign non-executive
director
20 Special resolution 264 336 462 77.75 95.34 4.66 0.26
Increase in fees payable to the members
of the Social and Ethics Committee,
should the member be a foreign non-
executive director
21 Special resolution 256 808 684 75.54** 99.80 0.20 0.25**
General authority to buy-back shares
22 Special Resolution 264 324 275 77.75 98.54 1.46 0.26
Financial assistance to Group entities
23 Ordinary Resolution 256 826 159 75.54** 97.00 3.00 0.24**
Placing 4 819 747 ordinary shares of
R0.05 each, in the authorised but un-
issued share capital of the Company,
under the control of directors to allot
and issue such shares in terms of the AVI
Limited Deferred Bonus Share Plan.
24 Ordinary Resolution 264 340 388 77.75 66.60 33.40 0.26
Non-binding advisory vote to endorse
the remuneration policy
Ordinary Resolution
25 264 262 029 77.73 64.20 35.80 0.28
Non-binding advisory vote to endorse
the implementation report
*Based on 339 975 466 shares in issue at the date of the AGM.
**Based on 331 775 356 shares (excludes 8 200 110 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 resolutions 12, 24 and 25.
The non-binding advisory resolutions 24 and 25 (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
12 November 2024
Sponsor
The Standard Bank of South Africa Limited
Date: 12-11-2024 05:00:00
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