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Report on the Proceedings at the 2020 Annual general Meeting
Bid Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number: 1995/008615/06
Share code: BID
ISIN: ZAE000216537
(“Bidcorp” or “the Company”)
REPORT ON PROCEEDINGS AT THE 2020 ANNUAL GENERAL MEETING
At the annual general meeting (“Annual General Meeting” or “the meeting”) of the shareholders of Bidcorp
held today, Thursday, November 26th 2020, the ordinary and special resolutions proposed at the meeting
were unaltered from that reflected in the Notice of Annual General Meeting and were approved by the
requisite majority of votes.
Total number of shares in issue 335,404,212
Treasury shares (excluded from voting) 1,526,633
Total number of shares (“voteable shares”) 333,877,579
Total number of shares represented (including proxies) at the General Meeting 256,053,338
Proportion of total voteable shares represented at the General Meeting 76,69%
Votes cast disclosed as a Shares voted Shares abstained
percentage of the total
Number of
disclosed as a disclosed as a
Resolution number of shares voted at percentage of percentage of the
Shares Voted
the meeting the total issued total issued
shares shares
For Against
Ordinary resolution number 1: Reappointment of external
1
auditor 99.97% 0.03% 255,401,782 76.15% 0.19%
Ordinary resolution number 2.1: Re-election of director
2
S Koseff 99.61% 0.39% 255,405,711 76.15% 0.19%
Ordinary resolution number 2.2: Re-election of director
3
PC Baloyi 80.96% 19.04% 255,287,079 76.11% 0.23%
Ordinary resolution number 2.3: Re-election of director
4
H Wiseman 99.99% 0.01% 255,394,311 76.15% 0.20%
Ordinary resolution number 3.1: Election of audit and risk
5
committee member T Abdool-Samad 99.32% 0.68% 255,394,282 76.15% 0.20%
Ordinary resolution number 3.2: Election of audit and risk
6
committee member PC Baloyi 82.84% 17.16% 255,394,311 76.15% 0.20%
Ordinary resolution number 3.3: Election of audit and risk
7
committee member NG Payne 88.73% 11.27% 255,405,711 76.15% 0.19%
Ordinary resolution number 3.4: Election of audit and risk
8
committee member H Wiseman 99.99% 0.01% 255,394,311 76.15% 0.20%
Ordinary resolution number 4.1: Endorsement of Bidcorp
9
remuneration policy non-binding advisory vote 32.58% 67.42% 255,387,447 76.14% 0.20%
Ordinary resolution number 4.2: Endorsement of Bidcorp
10
remuneration policy non-binding advisory vote 31.93% 68.07% 255,384,379 76.14% 0.20%
11
Ordinary resolution number 5: General authority to directors
to allot and issue authorised but unissued ordinary shares 91.77% 8.23% 255,401,811 76.15% 0.19%
12
Ordinary resolution number 6: General authority to issue
shares for cash 91.28% 8.72% 255,401,811 76.15% 0.19%
13
Ordinary resolution number 7: Payment of dividend by way of
pro-rata reduction of stated capital 99.65% 0.35% 255,406,182 76.15% 0.19%
14
Ordinary resolution number 8: Creation and issue of
convertible debentures 91.04% 8.96% 255,384,457 76.14% 0.20%
15
Ordinary resolution number 9: Directors’ authority to
implement special and ordinary resolutions 99.99% 0.01% 255,401,306 76.15% 0.19%
16
Special resolution number 1: General authority to acquire
(repurchase) shares 99.06% 0.94% 255,384,809 76.14% 0.20%
17
Special resolution number 2.1: Approval of non?executive
directors’ annual fees (2020/2021) Chairman 98.58% 1.42% 255,388,045 76.14% 0.20%
Special resolution number 2.2: Approval of non-executive
18 directors’ annual fees (2020/2021) Lead independent non-
executive director (SA) 99.83% 0.17% 255,388,074 76.14% 0.20%
Special resolution number 2.3: Approval of non-executive
19 directors’ annual fees (2020/2021) Lead independent
director (International) (AUD) 98.87% 1.13% 255,388,074 76.14% 0.20%
Special resolution number 2.4: Approval of non-executive
20 directors’ annual fees (2020/2021) Non-executive directors
(SA) 99.83% 0.17% 255,388,074 76.14% 0.20%
Special resolution number 2.5: Approval of non-executive
21 directors’ annual fees (2020/2021) Non-executive directors
(International) (AUD) 98.87% 1.13% 255,388,045 76.14% 0.20%
Special resolution number 2.6: Approval of non-executive
22 directors’ annual fees (2020/2021) Audit and risk committee
chairman (International) (AUD) 99.83% 0.17% 255,388,074 76.14% 0.20%
Special resolution number 2.7: Approval of non-executive
23 directors’ annual fees (2020/2021) Audit and risk committee
chairman (SA) 99.83% 0.17% 255,388,074 76.14% 0.20%
Special resolution number 2.8: Approval of non-executive
24 directors’ annual fees (2020/2021) Audit and risk committee
member (SA) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.9: Approval of non-executive
25 directors’ annual fees (2020/2021) Audit and risk committee
member (International) (AUD) 99.83% 0.17% 255,387,612 76.14% 0.20%
Special resolution number 2.10: Approval of non-executive
26 directors’ annual fees (2020/2021) Remuneration committee
chairman (SA) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.11: Approval of non-executive
27 directors’ annual fees (2020/2021) Remuneration committee
chairman (International) (AUD) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.12: Approval of non-executive
28 directors’ annual fees (2020/2021) Remuneration committee
member (SA) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.13: Approval of non-executive
29 directors’ annual fees (2020/2021) Remuneration committee
member (International) (AUD) 99.83% 0.17% 255,387,612 76.14% 0.20%
Special resolution number 2.14: Approval of non-executive
30 directors’ annual fees (2020/2021) Nominations committee
chairman (SA) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.15: Approval of non-executive
31 directors’ annual fees (2020/2021) Nominations committee
chairman (International) (AUD) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.16: Approval of non-executive
32 directors’ annual fees (2020/2021) Nominations committee
member (SA) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.17: Approval of non-executive
33 directors’ annual fees (2020/2021) Nominations committee
member (International) (AUD) 99.83% 0.17% 255,387,612 76.14% 0.20%
Special resolution number 2.18: Approval of non-executive
34 directors’ annual fees (2020/2021) Acquisitions committee
chairman (SA) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.19: Approval of non-executive
35 directors’ annual fees (2020/2021) Acquisitions committee
chairman (International) (AUD) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.20: Approval of non-executive
36 directors’ annual fees (2020/2021) Acquisitions committee
member (SA) 99.83% 0.17% 255,354,483 76.13% 0.19%
Special resolution number 2.21: Approval of non-executive
37 directors’ annual fees (2020/2021) Acquisitions committee
member (International) (AUD) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.22: Approval of non-executive
38 directors’ annual fees (2020/2021) Social and ethics
committee chairman (SA) 99.83% 0.17% 255,387,612 76.14% 0.20%
Special resolution number 2.23: Approval of non-executive
39 directors’ annual fees (2020/2021) Social and ethics
committee chairman (International) (AUD) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.24: Approval of non-executive
40 directors’ annual fees (2020/2021) Social and ethics
committee member (SA) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.25: Approval of non-executive
41 directors’ annual fees (2020/2021) Social and ethics
committee member (International) (AUD) 99.83% 0.17% 255,387,641 76.14% 0.20%
Special resolution number 2.26: Approval of non-executive
42
directors’ annual fees (2020/2021) Ad hoc meeting (SA)
99.98% 0.02% 255,387,612 76.14% 0.20%
Special resolution number 2.27: Approval of non-executive
43 directors’ annual fees (2020/2021) Ad hoc meeting
(International) (AUD) 99.98% 0.02% 255,387,654 76.14% 0.20%
Special resolution number 2.28: Approval of non-executive
44 directors’ annual fees (2020/2021) Travel per meeting cycle
(SA) 99.99% 0.01% 255,387,641 76.14% 0.20%
Special resolution number 2.29: Approval of non-executive
45 directors’ annual fees (2020/2021) Travel per meeting cycle
(International) (AUD) 99.97% 0.03% 255,387,641 76.14% 0.20%
Special resolution number 3: General authority to provide
46 financial assistance to related or inter?related companies and
corporations 97.76% 2.24% 255,401,650 76.15% 0.19%
The special resolution(s) will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.
Shareholders are further advised that due to ordinary resolutions numbers 4.1 and 4.2 relating to the
non? binding advisory votes on the Company's remuneration policy and implementation report being
voted against by more than 25% of the voting rights exercised, the Remuneration Committee will be
extending an invitation to all shareholders to engage with the Company. Further details on the
proposed shareholder engagements will be announced on SENS in due course.
Date: November 26th 2020
Johannesburg
Sponsor: The Standard Bank of South Africa Limited
Date: 26-11-2020 05:25:00
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