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MOTUS HOLDINGS LIMITED - Results of Annual General Meeting

Release Date: 13/11/2019 08:15
Code(s): MTH     PDF:  
 
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Results of Annual General Meeting

Motus Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 2017/451730/06
Share code: MTH
ISIN: ZAE000261913
(“Motus” or the “Company”)


Results of Annual General Meeting (AGM)

Motus is pleased to advise its shareholders that all the ordinary and special resolutions proposed in the Notice
of the AGM dated 30 September 2019 and tabled at the Company’s AGM held today, Tuesday, 12 November
2019, were passed by the requisite majority of votes cast by shareholders. The voting details with respect to the
proposed resolutions were as follows:

Resolutions Proposed                    Number of         Percentage    For**        Against**     Abstained**
                                        shares voted      of shares
                                                          voted*

                                        168 867 253       83.45         100          0             0.13
Ordinary Resolution 1:
Adoption of the annual financial
statements
                                        169 103 618       83.57         83.92        16.08         0.01
Ordinary Resolution 2:
Appointment of Auditors

                                        169 103 818       83.57         99.71        0.29          0.01
Ordinary Resolution 3.1:
Appointment of audit committee
member – Mr S Mayet

                                        169 103 818       83.57         99.22        0.78          0.01
Ordinary Resolution 3.2:
Appointment of audit committee
member – Ms KR Moloko

                                        169 103 818       83.57         81.32        18.68         0.01
Ordinary Resolution 3.3:
Appointment of audit committee
member – Mr MJN Njeke

                                        169 103 818       83.57         99.68        0.32          0.01
Ordinary Resolution 4.1:
Confirmation of directors appointed
during the year – Mrs KA Cassel
(executive)

                                        169 103 818       83.57         99.71        0.29          0.01
Ordinary Resolution 4.2:
Confirmation of directors appointed
during the year – Mr S Mayet (non-
executive)

                                        169 103 818       83.57         98.99        1.01          0.01
Ordinary Resolution 4.3:
Confirmation of directors appointed
during the year – Mrs KR Moloko (non-
executive)

                                        169 103 818       83.57         81.05        18.95         0.01
Ordinary Resolution 4.4:
Confirmation of directors appointed
during the year – Mr MJN Njeke (non-
executive)
                                            169 103 818   83.57   99.20   0.80    0.01
Ordinary Resolution 5.1:
Re-appointment of retiring directors – Mr
OS Arbee

Ordinary Resolution 5.2:                    169 103 818   83.57   99.49   0.51    0.01
Re-appointment of retiring directors – Mr
OJ Janse van Rensburg

Ordinary Resolution 6: Confirmation of      169 101 859   83.57   85.42   14.58   0.01
Group’s remuneration policy

Ordinary Resolution 7: Implementation       167 633 424   82.84   62.32   37.68   0.73
of Group’s implementation report

Ordinary Resolution 8:                      169 103 814   83.57   86.35   13.65   0.01
Authority to issue ordinary shares

Ordinary Resolution 9:                      169 103 814   83.57   86.80   13.20   0.01
Authority to issue shares for cash

Special Resolution 1.1: Directors fees –    169 101 684   83.57   99.99   0.01    0.01
Chairman

Special Resolution 1.2: Directors’ fees     169 101 684   83.57   99.97   0.03    0.01
– Deputy Chairman and Lead
Independent Director

Special Resolution 1.3: Directors’ fees     169 101 684   83.57   99.97   0.03    0.01
– Board member

Special Resolution 1.4: Directors’ fees     169 101 684   83.57   99.99   0.01    0.01
– Assets and liabilities committee
chairman

Special Resolution 1.5: Directors’ fees     169 101 684   83.57   99.99   0.01    0.01
– Assets and liabilities committee
member

Special Resolution 1.6: Directors’ fees     169 101 684   83.57   99.99   0.01    0.01
– Audit and risk committee chairman

Special Resolution 1.7: Directors’ fees     169 101 684   83.57   99.99   0.01    0.01
– Audit and risk committee member

Special Resolution 1.8: Directors’ fees     169 101 684   83.57   99.99   0.01    0.01
– Divisional Board member

Special Resolution 1.9: Directors’          169 101 684   83.57   99.99   0.01    0.01
fees – Divisional finance and risk
committee member

Special Resolution 1.10:                    169 101 684   83.57   99.99   0.01    0.01
Directors’ fees – Remuneration
committee chairman

Special Resolution 1.11: Directors’         169 101 684   83.57   99.99   0.01    0.01
fees – Remuneration committee member

Special Resolution 1.12: Directors’         169 101 684   83.57   99.98   0.02    0.01
fees – Nomination committee chairman

Special Resolution 1.13:                    169 101 684   83.57   99.99   0.01    0.01
Directors’ fees – Nomination committee
member
Special Resolution 1.14: Directors’         169 102 684   83.57     99.99        0.01          0.01
fees – Social, ethics and
sustainability committee chairman

Special Resolution 1.15: Directors’ fees    169 102 684   83.57     99.99        0.01          0.01
- Social, ethics and
sustainability committee member

Special Resolution 2: General               169 103 817   83.57     99.13        0.87          0.01
authority to repurchase Company
securities

Special Resolution 3:                       169 103 443   83.57     99.79        0.21          0.01
Authority to provide financial assistance
in terms of Section 44 of the Companies
Act

Special Resolution 4:                       169 103 443   83.57     99.80        0.20          0.01
Authority to provide financial assistance
in terms of Section 45 of the Companies
Act


In view of the 62,32% cast by Motus shareholders in favour of Ordinary Resolution number 7 – confirmation of
remuneration implementation report being less than 75%, therefore triggering the requirement to consult with
shareholders, Motus has commenced a process of engaging with material and/or dissenting shareholders and
will continue with this process in the coming weeks.

Shareholders who voted against the confirmation of the remuneration implementation report are invited to
engage with the Company by submitting written questions/comments to the Company Secretary via email at:
janinej@motuscorp.co.za by no later than close of business on Thursday, 21 November 2019.


* Based on the total number of shares in issue at the date of the AGM.
** Based on the total number of shares present / represented by proxies at the AGM.

Company Secretary
JK Jefferies

Bedfordview
13 November 2019

Sponsor:
Standard Bank of South Africa Limited

Date: 13/11/2019 08:15:00
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