BID CORPORATION LIMITED - Results of Annual General Meeting

Release Date: 27/11/2018 16:46
Code(s): BID
 
Wrap Text
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

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