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.