Sharenet Sites 
Sharenet Sites
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
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.
