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Report on Annual General Meeting Proceedings; Engagement With Dissenting Shareholders
THE BIDVEST GROUP LIMITED
(“Bidvest” or “The Group”)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
JSE Share code: BVT
ISIN: ZAE000117321
REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS (“AGM”); ENGAGEMENT WITH DISSENTING
SHAREHOLDERS; GRANTING OF SHORT-TERM AND LONG-TERM INCENTIVE AWARDS
1. RESULTS OF THE AGM
Bidvest shareholders are advised that at the AGM of the Company held on Friday, 27 November 2020, all the
ordinary and special resolutions were passed by the requisite majority votes, except for the non-binding
advisory votes relating to the endorsement of the remuneration policy and the implementation report.
Bidvest confirms the voting statistics from the AGM as follows:
Total number of shares that can be exercised at the meeting 100% 339 769 509
Total number of shares present/represented including proxies at the meeting as
% of voteable shares 75% 255 502 557
Total number of shares present/represented including proxies at the meeting as
% of issued shares 75% 255 502 557
Total number of members present in person 9
Issued Shares 100% 340 274 346
(1) Disclosed as a percentage of the voteable shares
(2) Disclosed as a percentage of the total issued capital
Ordinary Resolution 1.1 Re-election of directors that retire by rotation : EK Diack
For Against Abstain Shares voted
254 327 999 952 442 222 116 255 280 441
99,63% 0,37% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 1.2 Re-election of directors that retire by rotation: GC McMahon
For Against Abstain Shares voted
254 838 991 441 450 222 116 255 280 441
99,83% nn 0,17% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 1.3 Re-election of directors that retire by rotation: AK Maditse
For Against Abstain Shares voted
250 488 577 4 784 864 229 116 255 273 441
98,13% 1,87% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 2.1 Election of non-executive directors: MJD Ruck
For Against Abstain Shares voted
255 235 852 44 589 222 116 255 280 441
99,98% 0,02% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 2.2 Election of non-executive directors: N Siyotula
For Against Abstain Shares voted
233 616 639 21 656 802 229 116 255 273 441
91,52% 8,48% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 3 Re-appointment of independent external auditor
For Against Abstain Shares voted
254 171 050 1 100 191 231 316 255 271 241
99,57% 0,43% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 4.1 Election of members of the audit committee - EK Diack, subject to being re-elected as a director
For Against Abstain Shares voted
254 410 926 869 515 222 116 255 280 441
99,66% 0,34% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 4.2 Election of members of the audit committee - RD Mokate
For Against Abstain Shares voted
250 919 525 4 360 916 222 116 255 280 441
98,29% 1,71% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 4.3 Election of members of the audit committee - N Siyotula, subject to being elected as a director
For Against Abstain Shares voted
237 597 607 17 675 834 229 116 255 273 441
93,08% 6,92% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 4.4 Election of members of the audit committee - NW Thomson
For Against Abstain Shares voted
252 280 969 2 999 472 222 116 255 280 441
98,83% 1,17% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 5 Placing authorised by unissued ordinary shares under the control of directors
For Against Abstain Shares voted
229 333 073 25 947 968 221 516 255 281 041
89,84% 10,16% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 6 General authority to issue shares for cash
For Against Abstain Shares voted
228 902 199 26 372 076 228 282 255 274 275
89,67% 10,33% 0,07% (1) 75,13%
0,07% (2) 75,02%
Ordinary Resolution 7 Payment of dividend by way of pro rata reduction of share capital or share premium
For Against Abstain Shares voted
254 243 100 1 038 975 220 482 255 282 075
99,59% 0,41% 0,06% (1) 75,13%
0,06% (2) 75,02%
Ordinary Resolution 8 Ratification relating to personal financial interest arising from multiple offices in the Group
For Against Abstain Shares voted
242 223 778 9 874 389 3 404 390 252 098 167
96,08% 3,92% 1,00% (1) 74,20%
1,00% (2) 74,09%
Ordinary Resolution 9 Directors’ authority to implement special and ordinary resolutions
For Against Abstain Shares voted
252 366 985 2 914 540 221 032 255 281 525
98,86% 1,14% 0,07% (1) 75,13%
0,06% (2) 75,02%
Non-binding advisory vote - Remuneration policy
For Against Abstain Shares voted
183 328 738 71 901 577 272 242 255 230 315
71,83% 28,17% 0,08% (1) 75,12%
0,08% (2) 75,01%
Non-binding advisory vote - Endorsement Implementation of remuneration policy
For Against Abstain Shares voted
185 115 689 70 149 932 236 936 255 265 621
72,52% 27,48% 0,07% (1) 75,13%
0,07% (2) 75,02%
Special resolution 1 Adoption of new Memorandum of Incorporation
For Against Abstain Shares voted
244 001 545 8 987 791 2 513 221 252 989 336
96,45% 3,55% 0,74% (1) 74,46%
0,74% (2) 74,35%
Special resolution 2 Non-executive director remuneration
For Against Abstain Shares voted
249 228 147 6 019 472 254 938 255 247 619
97,64% 2,36% 0,08% (1) 75,12%
0,07% (2) 75,01%
Special resolution 3 General authority to repurchase shares
For Against Abstain Shares voted
250 911 000 4 138 338 453 219 255 049 338
98,38% 1,62% 0,13% (1) 75,07%
0,13% (2) 74,95%
Special resolution 4 General authority to provide financial assistance to related or inter-related companies and
corporations
For Against Abstain Shares voted
245 609 109 9 672 816 220 632 255 281 925
96,21% 3,79% 0,06% (1) 75,13%
0,06% (2) 75,02%
2. ENGAGEMENT WITH DISSENTING SHAREHOLDERS
In light of the above AGM result, Bidvest invites those shareholders who voted against the remuneration policy
and implementation report at the AGM (“dissenting shareholders”) to forward written submissions on the
remuneration policy and implementation report to the company secretary (Ilze.Roux@bidvest.co.za) by close
of business on Friday, 22 January 2021. Meetings will be arranged, if appropriate, with individual dissenting
shareholders.
3. GRANTING OF CONDITIONAL SHARE AWARDS IN TERMS OF THE 2008 BIDVEST CSP
Executive Directors have been awarded Conditional Share (CSP) Awards in terms of the 2008 Bidvest Group
CSP, approved by shareholders at the annual general meeting in November 2008. CSP Awards are subject to
performance conditions for the period starting 1 July 2020 and ending 30 June 2023. Subject to performance,
vesting will occur in September 2023 and September 2024. The Remuneration Committee has given approval
for the following individual allocations.
Conditional share awards are as follows:
Executive Directors:
NT Madisa 134 000 conditional share awards
MJ Steyn 57 000 conditional share awards
GC McMahon 46 000 conditional share awards
4. GRANTING OF SHORT-TERM INCENTIVES RELATING TO FY2020
As was disclosed in the 30 June 2020 Remuneration Report, given the corporate priority to protect and bolster
liquidity, the decision to pay out short-term incentives was deferred to November 2020. This allowed the
Remuneration Committee to assess the macro backdrop and performance of the Group as well as its liquidity
and capital structure as it trades through the pandemic.
The Remuneration Committee satisfied itself that the performance of the Group and its financial position is
such that the payment of short-term incentives can be made. Based on the performance testing conducted,
the Remuneration Committee has given approval for the following FY2020 individual cash incentives as per the
restated table below:
2020 Basic Retirement Other Cash LTIP Single
R'000 remunerati / benefits incentives Reflected figure
on medical and costs
benefits
Director
AW Dawe 2 340 110 241 - 7 352 10 043
NT Madisa 4 271 340 254 3 895 3 554 12 314
GC McMahon 2 899 321 211 2 808 2 150 8 389
LP Ralphs 11 153 946 904 11 546 11 996 36 545
MJ Steyn 3 817 258 228 3 544 492 8 339
Date: 27 November 2020
Johannesburg
Sponsor: Investec Bank Limited
Date: 27-11-2020 03:14:00
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