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

THE BIDVEST GROUP LIMITED - Report on annual general meeting proceedings, notice to dissenting shareholders, granting of awards

Release Date: 28/11/2019 14:37
Code(s): BVT     PDF:  
 
Wrap Text
Report on annual general meeting proceedings, notice to dissenting shareholders, granting of awards

THE BIDVEST GROUP LIMITED
(“Bidvest” or “The Group”)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
JSE Share code: BVT
ISIN: ZAE000117321

REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS (“AGM”) AND NOTICE TO DISSENTING SHAREHOLDERS; GRANTING OF LONG-TERM INCENTIVE AWARDS

1. RESULTS OF THE AGM

Bidvest shareholders are advised that at the AGM of members held on Thursday, 28 November 2019. Except
for Ordinary Resolution’s 6 and 7 (which required a 75% majority), all the other ordinary and special
resolutions as proposed in the Notice of the Annual General Meeting were approved by the requisite majority
of members. The non-binding advisory vote relating to the implementation of the remuneration policy
received less than the required 75%.

Bidvest confirms the voting statistics from the AGM as follows:

Total number of shares that can be exercised at the meeting                             100%        339 802 984
Total number of shares present/represented including proxies at the meeting
as % of voteable shares                                                                  81%        273 698 232
Total number of shares present/represented including proxies at the meeting
as % of issued shares                                                                    81%        273 698 232
Total number of members present in person                                                                     9
Issued Shares                                                                           100%         339 802 984


1 Disclosed as a percentage of the voteable shares
2 Disclosed as a percentage of the total issued capital


Ordinary Resolution 1.1: Re-election of directors who retire by rotation: Ms S Masinga

                    For                        Against                        Abstain              Shares voted

                 261 716 117                   11 472 702                       509 413             273 188 819

                  95,80%                       4,20%                          0,15%            1     80,40%
                                                                              0,15%            2     80,40%


Ordinary Resolution 1.2: Re-election of directors who retire by rotation: Ms NT Madisa

                    For                        Against                        Abstain              Shares voted

               272 476 403                      714 916                       506 913              273 191 319

                  99,74%                       0,26%                          0,15%            1     80,40%
                                                                              0,15%            2     80,40%


Ordinary Resolution 2.1: Election of Mr BF Mohale as non-executive director
                    For                        Against                        Abstain              Shares voted

                 72 943 266                        47 715                      707 251             272 990 981

                  99,98%                       0,02%                          0,21%            1     80,34%
                                                                              0,21%            2     80,34%
Ordinary Resolution 3: Re-appointment of independent external auditor
                    For                        Against                      Abstain                    Shares voted

               272 985 560                          2 971                    709 701                  272 988 531

                 99,999%                        0,00%                        0,21%          1            80,34%
                                                                             0,21%          2            80,34%


Ordinary Resolution 4.1: Election of members of the audit committee: Mr NW Thomson
                    For                        Against                      Abstain                    Shares voted

                273 186 823                          4 496                    506 913                  273 191 319

                 99,998%                        0,00%                        0,15%          1            80,40%
                                                                             0,15%          2            80,40%


Ordinary Resolution 4.2: Election of members of the audit committee: Ms RD Mokate
                    For                        Against                      Abstain                    Shares voted

               256 656 921                   15 203 387                    1 837 924                  271 860 308

                  94,41%                        5,59%                        0,54%          1            80,01%
                                                                             0,54%          2            80,01%


Ordinary Resolution 4.3: Election of members of the audit committee: Mr EK Diack
                    For                        Against                      Abstain                    Shares voted

                237 558 401                   34 301 907                    1 837 924                  271 860 308

                  87,38%                       12,62%                        0,54%          1            80,01%
                                                                             0,54%          2            80,01%


Ordinary Resolution 5: General authority to directors to allot and issue authorised but unissued ordinary shares
                    For                        Against                      Abstain                    Shares voted

                251 113 279                   21 876 750                      708 203                  272 990 029

                  91,99%                        8,01%                        0,21%          1            80,34%
                                                                             0,21%          2            80,34%


Ordinary Resolution 6: General authority to issue shares for cash
                    For                        Against                      Abstain                    Shares voted

                247 864 118                   25 125 727                      708 387                  272 989 845

                  90,80%                        9,20%                        0,21%          1           80,34%
                                                                             0,21%          2           80,34%


Ordinary Resolution 7: Payment of dividend by way of pro rata reduction of share capital or share premium
                    For                        Against                      Abstain                    Shares voted

                    273 140 369                         50 900                    506 963                  273 191 269

                  99,98%                        0,02%                        0,15%          1            80,40%
                                                                             0,15%          2            80,40%
Ordinary Resolution 8: Directors’ authority to implement special and ordinary resolutions
                     For                         Against                       Abstain                    Shares voted

                272 952 260                          38 771                      707 201                   272 991 031

                  99,99%                         0,01%                         0,21%            1            80,34%
                                                                               0,21%            2            80,34%


Ordinary Resolution 9: Ratification relating to personal financial interest arising from multiple offices in the Group
                     For                         Against                       Abstain                    Shares voted

                269 257 245                      3 298 045                     1 142 942                   272 555 290

                  98,79%                         1,21%                         0,34%            1            80,21%
                                                                               0,34%            2            80,21%


Advisory Endorsement: Remuneration policy
                     For                         Against                       Abstain                    Shares voted

               257 018 997                     15 715 898                       963 337                   272 734 895

                  94,24%                         5,76%                         0,28%            1            80,26%
                                                                               0,28%            2            80,26%


Advisory Endorsement: Implementation of remuneration policy
                     For                         Against                       Abstain                    Shares voted

               180 993 822                     90 133 025                     2 571 385                   271 126 847

                  66,76%                         33,24%                        0,76%            1            79,79%
                                                                               0,76%            2            79,79%


Special Resolution 1: Non-executive directors’ remuneration
                     For                         Against                       Abstain                    Shares voted

               271 294 055                      1 447 740                       956 437                   272 741 795

                  99,47%                         0,53%                         0,28%            1            80,26%
                                                                               0,28%            2            80,26%


Special Resolution 2: General authority to acquire/(repurchase) shares
                     For                         Against                       Abstain                    Shares voted

               271 111 835                      2 060 795                       525 602                   273 172 630

                  99,25%                         0,75%                         0,15%            1            80,39%
                                                                               0,15%            2            80,39%

Special Resolution 3: General authority to provide financial assistance to related or inter-related companies and
corporations
                     For                         Against                       Abstain                    Shares voted

               268 363 416                      4 827 271                       507 545                   273 190 687

                  98,23%                         1,77%                         0,15%            1            80,40%
                                                                               0,15%            2            80,40%

2. ENGAGEMENT WITH DISSENTING SHAREHOLDERS

In light of the above AGM result, Bidvest invites those shareholders who voted against the implementation of
the remuneration policy at the AGM (“dissenting shareholders”) to engage with the Company as follows:
-     dissenting shareholders are invited to forward their concerns/questions on the implementation thereof to
      the company secretary in writing to Ilze.Roux@bidvest.co.za by close of business on Friday, 17 January 2020; and
-     meetings will be arranged, if appropriate, with individual dissenting shareholders to discuss their concerns/questions.

3. GRANTING OF CONDITIONAL SHARE AWARDS IN TERMS OF THE 2008 BIDVEST CSP

Executive Directors have been awarded Conditional Share (CSP) Awards in terms of the 2008 Bidvest Group
CSP, approved by shareholders at the annual general meeting in November 2008. CSP Awards are subject to
performance conditions for the period starting 1 July 2019 and ending 30 June 2022. Subject to performance,
vesting will occur in September 2022 and September 2023. The Remuneration Committee has given approval
for the following individual allocations.

Conditional share awards are as follows:

Executive Directors:

LP Ralphs                           150 000 conditional share awards
NT Madisa                           75 000 conditional share awards
MJ Steyn                            60 000 conditional share awards
GC McMahon                          50 000 conditional share awards

Date: 28 November 2019

Johannesburg
Sponsor: Investec Bank Limited

Date: 28-11-2019 02:37:00
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