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Results of annual general meeting
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
("MAS" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting held on Monday, 5 December 2022 ("AGM"), the
resolutions tabled thereat were voted as disclosed below.
The total number of MAS shares in issue as at the record date of the AGM was 714,645,729, of which:
- 16,586,906 shares are held as treasury shares and were not eligible to vote on any of the resolutions posted, and
- 10,151,931 shares (potential votes in respect of shares held pursuant to the MAS Share Purchase Scheme) were
not eligible to vote in respect of resolutions 4, 5, 7, 8 and 9 (resulting in 687,906,892 potential votes in respect of
these resolutions).
Shareholders holding 586,017,606 (83.95%) of the shares in issue at the record date were present or represented at the AGM.
The results of voting at the AGM are set out in detail below.
Resolution number 1: To receive and adopt the audited annual financial statements for the year ended 30 June 2022
and the directors' commentary and the auditors' report.
Shares voted For Against Abstentions
582,618,790 (83.46%)* 582,618,790 (100%) - 3,398,816 (0.49%)^
Resolution number 2: To re-appoint PricewaterhouseCoopers Malta (PwC) as the auditor of the Company.
Shares voted For Against Abstentions
582,618,790 (83.46%)* 582,618,790 (100%) - 3,398,816 (0.49%)^
Resolution number 3.1: To re-elect Raluca Buzuleac - Executive Director.
Shares voted For Against Abstentions
582,618,790 (83.46%)* 582,618,790 (100%) - 3,398,816 (0.49%)^
Resolution number 3.2: To re-elect Dan Petrisor - Executive Director.
Shares voted For Against Abstentions
582,618,790 (83.46%)* 582,618,790 (100%) - 3,398,816 (0.49%)^
Resolution number 3.3: To re-elect Nadine Bird - Executive Director effective as of 1 February 2023.
Shares voted For Against Abstentions
582,618,790 (83.46%)* 570,502,689 (97.92%) 12,116,101 (2.08%) 3,398,816 (0.49%)^
Resolution number 3.4: To re-elect Werner Alberts - Independent Non-Executive Director.
Shares voted For Against Abstentions
582,618,790 (83.46%)* 579,156,927 (99.41%) 3,461,863 (0.59%) 3,398,816 (0.49%)^
Resolution number 3.5: To re-elect Brett Nagle- Independent Non-Executive Director
Shares voted For Against Abstentions
582,618,790 (83.46%)* 582,618,790 (100%) - 3,398,816 (0.49%)^
Resolution number 3.6: To re-elect Pierre Goosen - Independent Non-Executive Director.
Shares voted For Against Abstentions
582,618,790 (83.46%)* 526,180,399 (90.31%) 56,438,391 (9.69%) 3,398,816 (0.49%)^
Resolution number 4: General authority to repurchase issued shares.
Shares voted For Against Abstentions
572,919,582 (83.28%)** 517,465,310 (90.32%) 55,454,272 (9.68%) 13,098,024 (1.90%)^^
Resolution number 5: General authority to issue shares for cash pursuant to article 3.12.1(e) of the Company's articles
of association.
Shares voted For Against Abstentions
572,919,582 (83.28%)** 528,099,940 (92.18%) 44,819,642 (7.82%) 13,098,024 (1.90%)^^
Resolution number 6: Proposed changes to the Company's memorandum and articles of association.
Shares voted For Against Abstentions
582,621,513 (83.46%)* 582,621,513 (100%) - 3,396,093 (0.49%)^
Resolution number 7: Advisory, non-binding approval of Compensation Policy.
Shares voted For Against Abstentions
556,010,795 (80.83%)** 398,934,928 (71.75%) 157,075,867 (28.25%) 30,006,811 (4.36%)^^
Resolution number 8: Advisory, non-binding approval of compensation implementation report for Non-Executive
Directors.
Shares voted For Against Abstentions
556,010,795 (80.83%)** 518,213,140 (93.20%) 37,797,655 (6.80%) 30,006,811 (4.36%)^^
Resolution number 9: Advisory, non-binding approval of compensation implementation report for Executive Directors.
Shares voted For Against Abstentions
556,010,795 (80.83%)** 423,639,379 (76.19%) 132,371,416 (23.81%) 30,006,811 (4.36%)^^
* Shares voted (excluding abstentions) in relation to total shares in issue, excluding treasury shares.
^ Abstentions in relation to total shares in issue, excluding treasury shares.
** Shares voted (excluding abstentions) in relation to total shares in issue excluding treasury shares and shares held
pursuant to the MAS Share Purchase Scheme.
^^ Abstentions in relation to total shares in issue excluding treasury shares and shares held pursuant to the MAS Share
Purchase Scheme.
Shareholder engagement
The Company's Compensation Policy, supported by a considerable consensus of MAS' shareholders, board of directors
(the "Board") and management, reflects a strong commitment to place total long-term shareholders' returns at the centre
of MAS' strategy. After two consecutive years of strong shareholder support, the non-binding advisory vote for the
endorsement of MAS' Compensation Policy has not achieved the 75% threshold of the votes exercised, as required by
JSE Listings Requirements. A significant proportion of the 28.25% votes against the Compensation Policy pertain to the
same large institutional shareholder whose objections had been addressed with the previous AGM results. In exercising
its responsibilities to oversee the implementation of appropriate corporate governance standards, the Board is
committed to continuing its engagement with all shareholders in a transparent and meaningful manner and invites
dissenting shareholders who voted against resolution 7 to address their concerns by submitting an email to
office@masrei.com by 13 January 2023.
5 December 2022
For further information please contact:
Leon Allison, MAS P.L.C. +27 82 307 3667
Dan Petrisor, MAS P.L.C. +40 741 184 921
Java Capital, JSE Sponsor +27 11 722 3050
Date: 05-12-2022 05:30:00
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