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MASTER DRILLING GROUP LIMITED - Results of the annual general meeting of Master Drilling held on Tuesday, 9 June 2020

Release Date: 09/06/2020 10:29
Code(s): MDI     PDF:  
 
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Results of the annual general meeting of Master Drilling held on Tuesday, 9 June 2020

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”)

RESULTS OF THE ANNUAL GENERAL MEETING OF MASTER DRILLING HELD ON TUESDAY, 9 JUNE 2020

Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Tuesday, 9 June 2020 at 09h00
facilitated electronically by means of Microsoft Teams were as follows:



1.    Annual Financial Statements

      The consolidated audited annual financial statements of the Company, together with the auditors’, Audit and Social Ethics and Sustainability committees’
      and Directors’ reports for the year ended 31 December 2019 were considered.

       Presentation of                    For                    %    Against                 %      Abstain                  %    Shares Voted                %
       Annual
                                 137,002,931              100.00%             -           0.00%       70,732              0.05%      137,002,931          90.98%
       Financial
       Statements


2.   Ordinary resolution number 2 – Appointment of BDO South Africa Incorporated as the auditor of the Company

     BDO was appointed as the independent auditor of the Company until the conclusion of the next annual general meeting.

      Appointment                   For              %      Against              %    Abstain                 %    Shares Voted                   %
      of BDO South
      Africa               130,030,331          94.91%    6,972,600          5.09%      70,732             0.05%     137,002,931              90.98%
      Incorporated
      as auditor of
      the Company



3.   Ordinary resolution number 3: Re-election of Non-Executive Director

     Akhter Alli Deshmukh was re-elected by separate resolution as a Non-Executive Director.

      Re-election                     For                      %      Against                %   Abstain                    %       Shares                 %
      of Non-                                                                                                                        Voted
      Executive
      Director
      Akhter Alli             137,002,123                100.00%           808         0.00%      70,732             0.05%      137,002,931            90.98%
      Deshmukh

4.   Ordinary resolution number 4: Election of Non-Executive Director

     Hendrik Johannes Faul was elected by separate resolution as a Non-Executive Director.

      Election of                     For                      %      Against                %   Abstain                    %       Shares                 %
      Non-                                                                                                                           Voted
      Executive
      Director
      Hendrik                 137,002,123                100.00%           808         0.00%      70,732             0.05%      137,002,931           90.98%
      Johannes
      Faul

5.   Ordinary resolution number 5: Election/Re-appointment of members of the Audit Committee

     Messrs Andries Willem Brink, Octavia Matshidiso Matloa, Akhter Alli Deshmukh (all Independent Non-Executive Directors) and Shane Trevor Ferguson
     (Non-Executive Director) were each elected by way of separate resolution as members of the Master Drilling Audit Committee with effect from the end of
     the annual general meeting.


      Election/Re-                     For             %       Against              %      Abstain                 %      Shares Voted                    %
      appointment      of
      members of the
      Audit Committee

      5.1    Andries          136,975,792         99.98%        27,139          0.02%        70,732            0.05%        137,002,931             90.98%
             Willem
             Brink

      5.2    Octavia          137,002,123       100.00%             808         0.00%        70,732            0.05%        137,002,931             90.98%
             Matshidiso
             Matloa

      5.3    Shane            125,533,882         91.63%    11,469,049          8.37%        70,732            0.05%        137,002,931             90.98%
             Trevor
             Ferguson

      5.4    Akhter Alli      137,002,123       100.00%             808         0.00%        70,732            0.05%        137,002,931             90.98%
             Deshmukh



6.   Ordinary resolution number 6: General authority to Directors to allot and issue authorised but unissued ordinary shares

     The general authority was approved for the Directors of Master Drilling to allot and issue ordinary shares. up to a maximum of 5% of the authorised but
     unissued ordinary shares of the Company, pursuant to the provisions of the Companies Act and the JSE Listings Requirements.

      General                         For                  %         Against                  %       Abstain              %    Shares Voted                    %
      authority
      to
      Directors
      to allot
      and issue
      authorised
      but
      unissued
      ordinary
      shares
                             131,423,975             95.93%        5,576,956              4.07%         72,732         0.05%      137,000,931              90.97%




7.   Ordinary resolution number 7: General authority for Directors to issue shares for cash

     The general authority for Directors to issue shares for cash, limited to a maximum number of 7,529,639 ordinary shares and which authority is only valid
     until the next annual general meeting, was approved.

      General                         For                  %         Against                  %       Abstain              %    Shares Voted                    %
      authority
      for
      Directors
      to   issue
      shares for
      cash
                             131,423,975             95.93%        5,576,956              4.07%         72,732         0.05%      137,000,931              90.97%


8.    Ordinary resolution number 8: Approval of the Master Drilling remuneration policy

      The Company’s remuneration policy as contained in the Remuneration report of the Company as set out in the Integrated Annual Report (excluding the
      remuneration of Directors for their services as Directors and members of the Board or statutory committees) in terms of the King Report on Governance
      for South Africa 2016 (“King IV”) was endorsed by way of a non-binding advisory vote.

 Approval of the                           For            %              Against            %             Abstain             %             Shares Voted             %
 Master Drilling
 remuneration
 policy
                               126,713,147         92.50%            10,277,784         7.50%              82,732         0.05%               136,990,931        90.97%




9.    Ordinary resolution number 9: Approval of implementation report of the remuneration policy

      Implementation of the remuneration policy as contained in the Remuneration report of the Company and as set out in the Integrated Annual Report
      (excluding the remuneration of Directors for their services as Directors and members of the Board or statutory committees) in terms of King IV was
      endorsed by way of a non-binding advisory vote.

 Approval of                         For              %                Against            %              Abstain             %              Shares Voted             %
 implementation
 report on the
 Master Drilling
 remuneration
 policy
                            126,994,898          92.70%             9,996,033         7.30%               82,732        0.05%                 136,990,931        90.97%




10.   Special resolution number 1: General authority to acquire Master Drilling ordinary shares

      The general authority for the Company or any one of its subsidiaries to acquire Master Drilling ordinary shares in the share capital of the Company, and
      subject to the requirements of the Companies Act and the JSE Listings Requirements, was approved.


                                          For          %                 Against         %         Abstain                %         Shares                        %
 General authority to                                                                                                                Voted
 acquire Master Drilling
 ordinary shares

                                 133,448,076      97.41%               3,555,165     2.59%          70,422           0.05%     137,003,241                   90.98%

11.   Special resolution number 2: Directors’ fees

      The remuneration to be paid to Directors for their services as Directors for the year commencing 1 July 2020, as recommended by the Remuneration
      Committee and the Board to the shareholders at the Annual General Meeting, and as set out in the Notice of Annual General Meeting, as well as payment
      of such Value-Added Tax as may be attributable to Non-Executive Directors’ fees payable by the Company, was approved.

                                                For             %       Against              %     Abstain               %         Shares                         %
  Directors’ fees                                                                                                                   Voted

                                      136,986,123          99.99%        14,808        0.01%        72,732          0.05%     137,000,931                    90.97%

12.   Special resolution number 3: Financial assistance in terms of sections 44 and 45 of the Companies Act

      The ability for the Company to provide any direct or indirect financial assistance as contemplated in sections 44 and 45 of the Companies Act to any one
      or more related or inter-related companies or corporations of Master Drilling, from time to time during a period of 2 (two) years, commencing on the date
      of this special resolution, and subject to the JSE Listings Requirements, was approved.

                                                For               %      Against             %     Abstain               %          Shares                        %
  Financial assistance in                                                                                                            Voted
  terms of sections 44 and
  45 of the Companies Act

                                     136,995,502           100.00%         5,739        0.00%        72,422         0.05%     137,001,241                    90.97%

Accordingly, all the resolutions as set out in the Notice of Annual General Meeting were passed with the requisite majority of votes.

The special resolutions will, to the extent necessary, be filed and registered with the Companies and Intellectual Property Commission.

Fochville
9 June 2020

Sponsor
Investec Bank Limited




                        7

Date: 09-06-2020 10:29:00
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