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ADAPT IT HOLDINGS LIMITED - Results of Annual General Meeting

Release Date: 22/11/2019 16:45
Code(s): ADI     PDF:  
 
Wrap Text
Results of Annual General Meeting

Adapt IT Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/017276/06)
Share code: ADI   ISIN: ZAE000113163
(“Adapt IT” or “the company” or “the group”)


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that, at the annual general meeting of Adapt IT held today, all the resolutions as
set out in the notice of annual general meeting were passed by the requisite majority of shareholders, save
for;

o     Ordinary resolution number 7: “Re-appointment of the Independent Registered Auditor”; and

o     Ordinary resolutions number 10 and number 11, respectively: “Approval to issue ordinary shares, and to
      sell the treasury shares, for cash” and “Amendments to the Adapt IT Holdings Limited Executive Share
      Incentive Plan”,

      which ordinary resolutions, in terms of the Listings Requirements of JSE Limited (“JSE Listings
      Requirements”), require approval by a 75% majority of votes cast by shareholders present or
      represented by proxy and entitled to vote.

The number of shares voted in person or by proxy was 85 268 955, representing 55.91% of the total issued
share capital of the same class of Adapt IT shares.

The resolutions proposed at the meeting, together with the percentage of shares abstained, as well as the
percentage of votes carried for and against each resolution, are set out below:

                                                                         % of votes      % of votes
                                                                        carried for     against the     % of shares
    Resolution                                                       the resolution      resolution       abstained

    Special resolution 1: Approval of non-executive directors’
    fees                                                                      94.88           5.12            0.19

    Special resolution 2: General approval to acquire own
    shares                                                                    99.90           0.10            0.17

    Special resolution 3: Loans or other financial assistance to
    related companies                                                         99.86           0.14            0.32

    Special resolution 4: Conversion of share capital to no par
    value shares and amendment of article 6.1.1 of the
    memorandum of incorporation                                               90.78           9.22            0.19

    Special resolution 5: Increase in authorised share capital
    and amendment or article 6.1.1 of the memorandum of
    incorporation                                                             85.61          14.39            4.86

    Special resolution 6: Removal of time limit for filing of
    proxies and deletion of article 21.4.3 of the memorandum of
    incorporation                                                             99.87           0.13            0.32

    Special resolution 7: Adjustment of board power to make
    interim director appointments and amendment of article 24.9
    of the memorandum of incorporation                                        86.00          14.00            0.18

    Special resolution 8: Provision for alternatives and insertion
    of new article 24.20 in the new memorandum of incorporation               90.04           9.96            2.26

    Special resolution 9: Adoption of a new consolidated
    memorandum of incorporation                                               99.88           0.12            2.27

    Ordinary resolution 1: To receive, consider and adopt the
    annual financial statements of the company and group for the
    financial year ended 30 June 2019                                         99.89           0.11            0.18

    Ordinary resolution 2: Re-election of Mr C Chambers as a
    director                                                                  99.84           0.16           16.02

    Ordinary resolution 3: Appointment of Ms Z Nyanga as a
    director                                                                  99.88           0.12            0.19

    Ordinary resolution 4: Re-appointment of Mr O Fortuin to
    the Audit and Risk Committee                                              99.89           0.11            0.19

    Ordinary resolution 5: Re-appointment of Ms C Koffman to
    the Audit and Risk Committee                                              99.89           0.11            0.19

    Ordinary resolution 6: Appointment of Ms Z Nyanga to the  
    Audit and Risk Committee                                                  99.88           0.12            0.19

    Ordinary resolution 7: Re-appointment of the Independent
    Registered Auditor                                                        46.75          53.25            0.19

    Ordinary resolution 8: Non-binding advisory endorsement
    of the Remuneration Policy                                                54.44          45.56            0.19

    Ordinary resolution 9: Non-binding advisory endorsement
    of the Implementation Report                                              61.69          38.31            2.27

    Ordinary resolution 10: Approval to issue ordinary shares,
    and to sell the treasury shares, for cash                                 63.51          36.49            0.19

    Ordinary resolution 11: Amendments to the Adapt IT
    Holdings Limited Executive Share Incentive Plan                           56.33          43.67            0.19

    Ordinary resolution 12: Signature of documents                            99.89           0.11            0.19


Ordinary resolutions numbers 8 and 9 were tabled at the annual general meeting in accordance with the
JSE Listings Requirements and the King IV recommendation that the company obtain a non-binding
advisory vote by shareholders on the remuneration policy and the remuneration implementation report.

While the aforementioned resolutions pertaining to the non-binding advisory votes were passed by
shareholders, given that the resolutions were voted against by shareholders exercising 25% or more of the
voting rights exercised, Adapt IT has committed to engage with shareholders with a view to obtain an
understanding of shareholders’ concerns with the remuneration policy and implementation report.
Shareholders who wish to engage with management are requested to email investors@adaptit.co.za or
contact management directly.


Johannesburg
22 November 2019

Sponsor
Merchantec Capital

Date: 22/11/2019 04:45:00
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