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Results of Annual General Meeting (AGM)
Motus Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 2017/451730/06
Share code: MTH
ISIN: ZAE000261913
(“Motus” or the “Company”)
Results of Annual General Meeting (AGM)
Motus shareholders are advised that all the ordinary and special resolutions proposed in the Notice of the AGM
dated 15 September 2020 and tabled at the Company’s AGM held at 09:00 today, Tuesday, 10 November 2020,
were passed by the requisite majority of votes cast by shareholders.
As at Friday, 30 October 2020 being the AGM Record Date, the total number of Motus ordinary shares in issue
was 197 765 089 (“Motus Issued Ordinary Shares”). The number of ordinary shares in issue eligible to vote
at the AGM was 192 568 830 (“Motus Voteable Ordinary Shares”). This number is calculated as the total
number of Motus ordinary shares in issue, less treasury shares. The total number of voteable ordinary shares
represented at the AGM by submitting proxies or by being present by means of electronic participation was
140 454 347, being 72,94% of Motus Voteable Ordinary Shares.
The voting details with respect to the proposed resolutions were as follows:
Resolutions Proposed For(1) Against(1) Number of Percentage Abstained(2)
shares voted of shares
voted(2)
Ordinary Resolution 1: 100,00 0,00 140 347 959 70,97 0,05
Adoption of the annual financial
statements
Ordinary Resolution 2: 81,27 18,73 140 430 305 71,01 0,01
Appointment of auditors
Ordinary Resolution 3.1: 99,92 0,08 140 431 415 71,01 0,01
Appointment of audit committee
member – Mr S Mayet
Ordinary Resolution 3.2: 97,42 2,58 140 431 415 71,01 0,01
Appointment of audit committee
member – Ms K Moloko
Ordinary Resolution 3.3: 98,19 1,81 140 431 415 71,01 0,01
Appointment of audit committee
member – Mr MJN Njeke
Ordinary Resolution 4.1: 96,24 3,76 139 286 894 70,43 0,59
Reappointment of retiring director –
Mr GW Dempster
Ordinary Resolution 4.2: 93,91 6,09 140 431 215 71,01 0,01
Reappointment of retiring director –
Mr A Tugendhaft
Ordinary Resolution 5:
Authority to issue ordinary shares 82,85 17,15 139 840 242 70,71 0,31
Ordinary Resolution 6:
Authority to issue shares for cash 86,71 13,29 139 840 242 70,71 0,31
Ordinary Resolution 7: Confirmation
of Group’s remuneration policy 87,95 12,05 139 837 785 70,71 0,31
Ordinary Resolution 8:
Implementation of Group’s 68,76 31,24 138 409 822 69,99 1,03
implementation report
Special Resolution 1.1: Directors’ fees
- Chairman 99,96 0,04 140 429 656 71,01 0,01
Special Resolution 1.2: Directors’ fees
– Deputy chairman and lead 99,96 0,04 140 429 656 71,01 0,01
independent director
Special Resolution 1.3: Directors’ fees
– Board member 99,96 0,04 140 429 656 71,01 0,01
Special Resolution 1.4: Directors’ fees
– Assets and liabilities committee 99,96 0,04 140 429 656 71,01 0,01
chairman
Special Resolution 1.5: Directors’ fees
– Assets and liabilities committee 99,96 0,04 140 431 656 71,01 0,01
member
Special Resolution 1.6: Directors’ fees
– Audit and risk committee chairman 99,96 0,04 140 429 656 71,01 0,01
Special Resolution 1.7: Directors’ fees
– Audit and risk committee member 99,96 0,04 140 429 656 71,01 0,01
Special Resolution 1.8: Directors’ fees
– Divisional board member 99,96 0,04 140 429 656 71,01 0,01
Special Resolution 1.9: Directors’ fees
– Divisional finance and risk committee 99,96 0,04 140 429 656 71,01 0,01
member
Special Resolution 1.10: Directors’
fees – Remuneration committee 99,96 0,04 140 431 656 71,01 0,01
chairman
Special Resolution 1.11: Directors’
fees – Remuneration committee 99,96 0,04 140 429 656 71,01 0,01
member
Special Resolution 1.12: Directors’
fees – Nominations committee 99,96 0,04 140 429 656 71,01 0,01
chairman
Special Resolution 1.13: Directors’
fees – Nominations committee member 99,96 0,04 140 429 656 71,01 0,01
Special Resolution 1.14: Directors’
fees – Social, ethics and sustainability 99,96 0,04 140 430 656 71,01 0,01
member
Special Resolution 1.15: Directors’
fees – Social, ethics and sustainability 99,96 0,04 140 430 656 71,01 0,01
member
Special Resolution 2: General
authority to repurchase Company 97,91 2,09 140 396 824 70,99 0,03
securities
Special Resolution 3:
Authority to provide financial assistance 99,08 0,92 140 431 257 71,01 0,01
in terms of Section 44 of the
Companies Act
Special Resolution 4:
Authority to provide financial assistance 99,09 0,91 140 431 755 71,01 0,01
in terms of Section 45 of the
Companies Act
In view of the 68,76% cast by Motus shareholders in favour of Ordinary Resolution number 8 – confirmation of
remuneration implementation report being less than 75%, therefore triggering the requirement to consult with
shareholders, Motus has commenced a process of engaging with material and/or dissenting shareholders and
will continue with this process in the coming weeks.
Shareholders who voted against the confirmation of the remuneration implementation report are invited to
engage with the Company by submitting written questions/comments to the Company Secretary via email at:
janinej@motuscorp.co.za and/or the Investor Relations Manager via email at: motusir@motuscorp.co.za by no
later than close of business on Thursday, 19 November 2020.
1) Based on the total number of Motus voteable ordinary shares for each resolution.
2) Based on the total number of Motus Issued Ordinary Shares.
Company Secretary
JK Jefferies
Bedfordview
10 November 2020
Sponsor:
Standard Bank of South Africa Limited
Date: 10-11-2020 05:35:00
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