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Results of the Annual General Meeting of Bell Equipment Limited held on 15 July 2020 and Business Update
Bell Equipment Limited
(Incorporated in the Republic of South Africa)
Registration number: 1968/013656/06
Share code: BEL
ISIN: ZAE000028304
(“Bell” or “the Company”)
RESULTS OF THE ANNUAL GENERAL MEETING OF BELL EQUIPMENT LIMITED HELD ON 15 JULY 2020 AND BUSINESS UPDATE
Shareholders are advised that the results of the business conducted at the 52nd annual general meeting held virtually on Wednesday; 15 July 2020 are as follows:
Total number of ordinary shares in issue 95 629 385
Total number of shares represented (including proxies) at the General Meeting 82 723 371
Proportion of total voteable shares represented at the General Meeting 86,50%
Annual financial statements
The annual financial statements of the company, incorporating the external auditor, audit committee and directors’ reports for the year ended 31 December 2019, were
presented.
Details of the results of voting at the annual general meeting are as follows:
Shares
Votes cast disclosed as a Shares voted
abstained
percentage of the total number disclosed as a
Number of disclosed as a
Resolution of shares voted at the meeting percentage of
Shares Voted percentage of
the total issued
the total issued
shares
For Against shares
Ordinary Resolution Number 1.1: To re-elect non-executive director who
retires by rotation - G Bell 95,03% 4,97% 82 700 967 86,48% 0,02%
Ordinary Resolution Number 1.2: To re-elect independent non-executive
director who retires by rotation - D Lawrance 97,61% 2,39% 82 698 409 86,48% 0,03%
Ordinary Resolution Number 1.3: To re-elect independent non-executive
director who retires by rotation - H van der Merwe 96,67% 3,33% 82 698 409 86,48% 0,03%
Ordinary Resolution Number 2.1: Election of D Lawrance, an
independent non-executive director, as a member of the audit
committee until the conclusion of the AGM to be held in 2021 97,61% 2,39% 82 698 409 86,48% 0,03%
Ordinary Resolution Number 2.2: Election of R Naidu, an independent
non-executive director, as a member of the audit committee until the
conclusion of the AGM to be held in 2021. 97,61% 2,39% 82 698 409 86,48% 0,03%
Ordinary Resolution Number 2.3: Election of M Ramathe, an
independent non-executive director, as a member of the audit
committee until the conclusion of the AGM to be held in 2021 92,75% 7,25% 82 698 409 86,48% 0,03%
Ordinary Resolution Number 2.4: Election of J Barton, an independent
non-executive director, as a member of the audit committee until the 97,61% 2,39% 82 698 409 86,48% 0,03%
conclusion of the AGM to be held in 2021
Ordinary Resolution Number 3: Re-appointment of Deloitte & Touche as
auditors of the company until the conclusion of the AGM to be held in
2021 97,53% 2,47% 82 698 409 86,48% 0,03%
Ordinary Resolution Number 4: Placement of certain of the authorised
but unissued shares under the control of the directors 85,53% 14,47% 82 698 409 86,48% 0,03%
Ordinary Resolution Number 5: Non-binding advisory vote on the
company’s remuneration policy 87,86% 12,14% 76 883 509 80,40% 6,11%
Ordinary Resolution Number 6: Non-binding advisory vote on the
company’s remuneration implementation report 96,40% 3,60% 76 883 509 80,40% 6,11%
Special Resolution Number 1: General authority for the provision of
financial assistance in terms of Section 44 of the Companies Act 98,29% 1,71% 82 698 409 86,48% 0,03%
Special Resolution Number 2: General authority for the provision of
financial assistance in terms of Section 45 of the Companies Act 98,49% 1,51% 82 698 409 86,48% 0,03%
Special Resolution Number 3.1: Annual retainer fees - Non-executive
chairman 99,10% 0,90% 82 698 409 86,48% 0,03%
Special Resolution Number 3.2: Annual retainer fees - Lead independent
non-executive director 97,61% 2,39% 82 698 409 86,48% 0,03%
Special Resolution Number 3.3: Annual retainer fees - Non-executive
directors 89,67% 10,33% 82 698 059 86,48% 0,03%
Special Resolution Number 3.4: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees - Board 99,10% 0,90% 82 698 059 86,48% 0,03%
Special Resolution Number 3.5: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees - Audit committee 97,61% 2,39% 82 698 059 86,48% 0,03%
Special Resolution Number 3.6: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees - Risk and 97,61% 2,39% 82 698 059 86,48% 0,03%
sustainability committee
Special Resolution Number 3.7: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees - Nominations 97,61% 2,39% 82 698 059 86,48% 0,03%
committee
Special Resolution Number 3.8: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees - Remuneration 97,61% 2,39% 82 698 059 86,48% 0,03%
committee
Special Resolution Number 3.9: Fees paid per meeting to the chairman of
the board and the chairmen of the board committees - Social, ethics and 97,61% 2,39% 82 698 059 86,48% 0,03%
transformation committee
Special Resolution Number 3.10: Fees paid per meeting to the chairman
of the board and the chairmen of the board committees - Fees paid to
lead independent non-executive director per board meeting 97,61% 2,39% 82 698 059 86,48% 0,03%
Special Resolution Number 3.11: Fees paid to non-executive directors
per meeting - Board 89,67% 10,33% 82 698 059 86,48% 0,03%
Special Resolution Number 3.12: Fees paid to non-executive directors
per meeting - Audit committee 97,61% 2,39% 82 698 059 86,48% 0,03%
Special Resolution Number 3.13: Fees paid to non-executive directors
per meeting - Risk and sustainability committee 97,61% 2,39% 82 698 409 86,48% 0,03%
Special Resolution Number 3.14: Fees paid to non-executive directors
per meeting - Nominations committee 97,61% 2,39% 82 698 409 86,48% 0,03%
Special Resolution Number 3.15: Fees paid to non-executive directors
per meeting - Remuneration committee 97,61% 2,39% 82 698 409 86,48% 0,03%
Special Resolution Number 3.16: Fees paid to non-executive directors
per meeting - Social, ethics and transformation committee 97,61% 2,39% 82 698 409 86,48% 0,03%
Special Resolution Number 3.17: Fees paid to non-executive directors
per meeting - Bell Equipment audit services committee 97,61% 2,39% 82 698 409 86,48% 0,03%
Special Resolution Number 3.18: Fees paid to non-executive directors
per meeting - Ad hoc committees 97,61% 2,39% 82 698 409 86,48% 0,03%
Special Resolution Number 4: General authority to repurchase shares 98,95% 1,05% 82 700 967 86,48% 0,02%
Accordingly, all the resolutions as set out in the notice of annual general meeting, were passed by the requisite majority of votes.
The special resolutions will, to the extent necessary, be filed and registered with the Companies and Intellectual Property Commission.
Expanding upon a trading statement released prior to the meeting, at the Annual General Meeting Mr Leon Goosen, the chief executive officer, said: “However and very
encouragingly the group has produced a marked reduction in its physical inventory holding and gearing percentage during the 6 month period ended 30 June 2020,
compared to the 31 December 2019 year end. The group generated pleasing positive cashflow during the 6 month period and gearing percentage has been brought
down to under 40%, compared to the 54% as at the end of 2019. We expect this positive trend to continue as we bring the inventory in line with our targeted levels.
We are aiming to achieve inventory days of about 210 to 220 at year end, which is higher than what we initially forecast due to us having received large orders for major
infrastructure projects in the UK, for delivery early in 2021”.
The above information is not considered a forecast and has not been reviewed and reported on by the company’s auditors.
Richards Bay
16 July 2020
Sponsor: Investec Bank Limited
Date: 16-07-2020 03:26:00
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