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Arrangements for the Annual General Meeting to be held on Tuesday, 9 June 2020, due to impact of COVID-19
Master Drilling Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2011/008265/06)
JSE share code: MDI
ISIN: ZAE000171948
(“Master Drilling” or the “Company” or the “Group”)
ARRANGEMENTS FOR THE ANNUAL GENERAL MEETING TO BE HELD ON TUESDAY, 9 JUNE
2020, DUE TO IMPACT OF COVID-19 AND LOCKDOWN RESTRICTIONS
1. Introduction
1.1 Shareholders are referred to the announcement released on 29 April 2020 that an Annual
General Meeting (AGM) of Shareholders will be held on Tuesday, 9 June 2020 at 09:00
(subject to any adjournment, postponement or cancellation thereof) at the BDO offices,
Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg (BDO) to transact the business
as stated in the Notice of AGM contained in the Integrated Annual Report, including to
consider and if deemed fit, pass with or without modification, the resolutions contemplated in
said Notice of AGM which is available on Company’s website (www.masterdrilling.com).
2. Change in logistical arrangements for the AGM
2.1 As a result of the COVID-19 pandemic and the resultant lockdown restrictions on travel and
the holding of public gatherings, it is no longer permissible nor possible to hold the AGM in
person at BDO.
2.2 The AGM will proceed at 09:00 on Tuesday, 9 June 2020, and will only be accessible through
electronic participation, as permitted by the JSE Limited and the provisions of the Companies
Act and the Company's Memorandum of Incorporation.
2.3 To this end, the Company together with its share transfer secretaries, Computershare Investor
Services Proprietary Limited (Computershare) shall host the AGM on an interactive electronic
platform, to facilitate remote participation by Shareholders. Computershare shall also act as
meeting scrutineer.
2.4 Shareholders who wish to participate electronically at the AGM are required to contact
Computershare on proxy@computershare.co.za; or alternatively contact their office on +27 11
370 5000 as soon as possible, but in any event, for administrative purposes only, by no later
than 09:00 on Friday, 5 June 2020. However, this will not in any way affect the rights of
Shareholders to register for the AGM after this date, provided, however, that only those
Shareholders who are fully verified (as required in terms of section 63(1) of the Companies
Act) and subsequently registered at the commencement of the AGM, will be allowed to
participate by electronic means. Shareholders wishing to vote, shall be assisted by
Computershare where required and only through means of submitting their vote on the
appropriate proxy form issued by Computershare as provided at the AGM.
2.5 Shareholders are strongly encouraged to submit votes by proxy before the AGM. If
dematerialised Shareholders without “own name” registration wish to participate in the AGM,
they should instruct their CSDP or broker to issue them with the necessary letter of
representation to participate remotely in the AGM in person, in the manner stipulated in their
respective custody agreements. These instructions must be provided to the CSDP or broker
by the cut-off time and date advised by the CSDP or broker for instructions of this nature.
2.6 Aside from the costs incurred by the Company as a result of the hosting of the AGM by way
of a remote interactive electronic platform, which Shareholders can choose to access,
Shareholders will be liable for their own network charges in relation to electronic participation
at the AGM. Any such charges will not be for the account of Master Drilling and / or
Computershare. Neither of Master Drilling or Computershare can be held accountable in the
case of loss of network connectivity or other network failure due to insufficient airtime, internet
connectivity, internet bandwidth and / or power outages which prevents any such Shareholder
from participating at the AGM.
3. Voting by Proxy
3.1 Voting remotely through the above platform will not be allowed or possible. However,
Shareholders are reminded that they are still able to vote normally through proxy submission,
despite deciding to so participate either electronically or not at all in the AGM. Shareholders
are strongly encouraged to submit votes by proxy in advance of the AGM.
3.2 Completed proxy forms should be delivered by email at proxy@computershare.co.za or by
post to, Computershare, Rosebank Towers, 15 Biermann Avenue, Rosebank, Johannesburg,
(Private Bag X9000, Saxonwold, 2132) before the person(s) so empowered seeks to exercise
any right granted to it under such instrument, and are requested to be lodged timeously so as
to be received, for administrative purposes, by 09:00 on Friday, 5 June 2020.
3.3 The Chairman may reject or accept any form of proxy which is completed and/or received
otherwise than in accordance with the proxy notes, provided that he is satisfied as to the
manner in which the shareholder concerned wishes to vote.
3.4 Proxy forms delivered on the day of the meeting must be delivered by email to the Company
at proxy@computershare.co.za with a copy thereof to the Company Secretary of the
Company at Companysecretary@masterdrilling.com to be received by both of them before
the person so empowered seeks to exercise any right granted to it under such instrument.
Fochville
15 May 2020
Sponsor
Investec Bank Limited
Date: 15-05-2020 10:08:00
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