To view the PDF file, sign up for a MySharenet subscription.

MASTER DRILLING GROUP LIMITED - Results of the Annual General Meeting of Master Drilling Held on Thursday, 6 June 2019

Release Date: 06/06/2019 13:16
Code(s): MDI     PDF:  
 
Wrap Text
Results of the Annual General Meeting of Master Drilling Held on Thursday, 6 June 2019

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” or the “Group”)

RESULTS OF THE ANNUAL GENERAL MEETING OF MASTER DRILLING HELD ON THURSDAY, 6 JUNE 2019

Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Thursday, 6 June 2019 at 09h00 at
BDO offices, Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg were as follows:



1.    Annual Financial Statements

      The consolidated audited annual financial statements of the Company, together with the auditors’, Audit and Social Ethics and Sustainability committees’
      and Directors’ reports for the year ended 31 December 2018 were considered.

       Presentation of                    For                    %    Against                 %     Abstain                   %    Shares Voted                  %
       Annual
                                 135,686,313              100.00%        3,200            0.00%      35, 090              0.02%      135,689,313          90.10%
       Financial
       Statements




                                                                                                                                                            
2.   Ordinary resolution number 2 – Appointment of BDO South Africa Incorporated as the auditor of the Company

     BDO was appointed as the independent registered auditor of the Company until the conclusion of the next annual general meeting.

      Appointment                        For                    %    Against                 %    Abstain                   %    Shares Voted                 %
      of BDO South
      Africa                    135,600,032               99.93%      89,481             0.07%     35, 090             0.02%       135,689,513         90.10%
      Incorporated
      as auditor of
      the Company




3.   Ordinary resolution number 3: Re-election of Non-Executive Director

     Shane Trevor Ferguson was re-elected by separate resolution for a further term of office.

      Re-election                      For                      %       Against              %    Abstain                    %         Shares                 %
      of Non-                                                                                                                           Voted
      Executive
      Director
      Shane Trevor            134,400,051                  99.05%     1,289,462          0.95%     35, 090              0.02%     135,689,513          90.10%
      Ferguson




4.   Ordinary resolution number 4: Election/Re-appointment of members of the Audit Committee

     Messrs Andries Willem Brink, Octavia Matshidiso Matloa, Akhter Alli Deshmukh (all Independent Non-Executive Directors) and Shane Trevor Ferguson
     (Non-Executive Director) 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.




                                                                                                                                                         
      Election/Re-                     For              %      Against               %      Abstain                 %      Shares Voted                    %
      appointment      of
      members of the
      Audit Committee

      4.1    Andries          135,685,679        100.00%          3,834         0.00%        35, 090           0.02%         135,689,513             90.10%
             Willem
             Brink

      4.2    Octavia          135,685,713        100.00%          3,800         0.00%        35, 090           0.02%         135,689,513             90.10%
             Matshidiso
             Matloa

      4.3    Shane            130,153,736         95.92%      5,535,777         4.08%        35, 090           0.02%         135,689,513             90.10%
             Trevor
             Ferguson

      4.4    Akhter Alli      135,685,713        100.00%          3,800         0.00%        35, 090           0.02%         135,689,513             90.10%
             Deshmukh




5.   Ordinary resolution number 5: 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                         For                  %         Against                  %       Abstain              %    Shares Voted                    %
      authority
      to
      Directors
      to allot
      and issue
      authorised
      but
      unissued
      ordinary
      shares
                             117,547,511             86.63%       18,143,552             13.37%        33, 540         0.02%      135,691,063          90.10%




6.   Ordinary resolution number 6: 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 7,529,639 ordinary shares and which authority is only valid
     until the next annual general meeting, was approved.

      General                         For                  %         Against                  %       Abstain              %    Shares Voted                    %
      authority
      for
      Directors
      to   issue
      shares for
      cash
                             117,547,511             86.63%       18,143,552             13.37%         33,540         0.02%      135,691,063          90.10%




7.   Ordinary resolution number 7: 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
                               107,125,340        78.96%             28,549,119      21.04%                50,144           0.03%             135,674,459           90.09%




8.   Ordinary resolution number 8: 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 Voted               %
 implementation
 report on the
 Master Drilling
 remuneration
 policy
                           113,692,055          83.79%             21,989,308      16.21%                 43,240        0.03%                 135,681,363           90.10%




9.   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 authority to                                                                                                                Voted
 acquire Master Drilling
 ordinary shares

                               132,017,706      97.29%               3,673,357    2.71%          33,540             0.02%     135,691,063                90.10%


                                                                                                                                                            
10.   Special resolution number 2: Directors’ fees

      The remuneration to be paid to Directors for their services as Directors for the year commencing 1 July 2019, 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

                                      135,657,675          99.98%        21,384        0.02%        45,544          0.03%     135,679,059         90.10%




11.   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 assistance in                                                                                                            Voted
  terms of sections 44 and
  45 of the Companies Act

                                     135,684,534           100.00%         4,979        0.00%        35,090         0.02%     135,689,513         90.10%

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
6 June 2019

Sponsor
Investec Bank Limited



                                                                                                                                                             

Date: 06/06/2019 01:16:00 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.

Email this JSE Sens Item to a Friend.

Share This Story