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Results Of The Annual General Meeting
AYO TECHNOLOGY SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN: ZAE000252441
("AYO" or "the Company")
RESULTS OF THE ANNUAL GENERAL MEETING
Shareholders are hereby advised that the results of the voting at the annual general meeting ("AGM")
of the Company held at 10:00 today, Wednesday, 13 March 2024, on the Microsoft Teams Platform,
are set out below.
Shareholders are further advised that:
• there were 344 125 944 shares in issue as at the date of the AGM; and
• the total number of shares that were present represented by proxy at the AGM was 253 873 848
shares being 73.77% of the total number of shares in issue.
All the resolutions, as set out in the Notice of AGM included in the Integrated Annual Report posted to
shareholders, were duly approved by the requisite majority of shareholders present and voting other
than the following:
• Ordinary resolution number 15 relating to the general authority to issue ordinary shares for cash;
Votes
Votes for against
resolution resolution
as a as a Number of Number of
percentage percentage shares shares
of total of total voted at abstained
number of number of Number of AGM as a as a
Resolutions shares shares shares percentage percentage
proposed at the voted at voted at voted at of shares in of shares in
AGM AGM AGM AGM issue issue
Ordinary resolution
number 1:
To confirm the
appointment of the
following Director:
Mr A Makan 98,66% 1,34% 253 438 990 73,65% 0,13%
Ordinary resolution
number 2:
To confirm the
appointment of the
following Director:
Mr P Guzha 98,66% 1,34% 253 438 990 73,65% 0,13%
Ordinary resolution
number 3:
To re-elect the
following Director
who retires by
rotation: 98,66% 1,34% 253 438 990 73,65% 0,13%
Mr S Rasethaba
Ordinary resolution
number 4:
To re-elect the
following Director
who retires by
rotation:
Adv Dr NA
Ramathlodi 59,29% 40,71% 253 438 990 73,65% 0,13%
Ordinary resolution
number 5:
To appoint Ms RP
Mosia as a member
of the audit and risk
committee 59,29% 40,71% 253 438 990 73,65% 0,13%
Ordinary resolution
number 6:
To appoint S
Rasethaba as a
member of the
audit and risk
committee 98,66% 1,34% 253 438 990 73,65% 0,13%
Ordinary resolution
number 7:
To appoint
Advocate Dr NA
Ramatlhodi as a
member of the
audit and risk
committee 59,29% 40,71% 253 438 990 73,65% 0,13%
Ordinary resolution
number 8:
To appoint Ms AB
Amod as a member
of the audit and risk
committee 58,95% 41,05% 251 378 990 73,05% 0,72%
Ordinary resolution
number 9:
To appoint Adv Dr
NA Ramathlodi as
a member of the
Social, Ethics
Transformation
(SET) committee 98,66% 1,34% 253 438 990 73,65% 0,13%
Ordinary resolution
number 10:
To appoint Ms RP
Mosia as a member
of the SET
committee 98,66% 1,34% 253 438 990 73,65% 0,13%
Ordinary resolution
number 11: 98,65% 1,35% 251 378 990 73,05% 0,72%
To appoint Ms AB
Amod as a member
of the SET
committee
Ordinary resolution
number 12:
To appoint Crowe
JHB as joint
independent
auditors of the
Company 98,66% 1,34% 253 864 160 73,77% 0,00%
Ordinary resolution
number 13:
To appoint Thawt
Inc. as joint
independent
auditors of the
Company 98,66% 1,34% 253 864 160 73,77% 0,00%
Ordinary resolution
number 14:
Control of
authorised but
unissued ordinary
shares 58,85% 41,15% 251 804 160 73,17% 0,60%
Ordinary resolution
number 15:
Approval to issue
ordinary shares
and/or options for
cash 59,19% 40,81% 253 864 160 73,77% 0,00%
Ordinary resolution
number 16:
Non-binding
advisory vote on
the Remuneration
policy of the
Company 2,68% 97,32% 253 864 160 73,77% 0,00%
Ordinary resolution
number 17: non-
binding advisory
vote on the
implementation of
the Remuneration
policy of the
Company 2,68% 97,32% 253 864 160 73,77% 0,00%
Ordinary
Resolution 18:
Directors' authority
to sign
documentation 98,49% 1,51% 253 864 160 73,77% 0,00%
Special resolution
number 1:
To approve the
remuneration of the
non-executive
Directors 98,49% 1,51% 253 864 160 73,77% 0,00%
Special resolution
number 2:
To approve inter-
company financial
assistance 98,49% 1,51% 253 864 160 73,77% 0,00%
Special resolution
number 3:
To approve
financial assistance
for the subscription
or purchase of
shares in the
Company or in a
related or inter-
related company 98,49% 1,51% 253 864 160 73,77% 0,00%
Special resolution
number 4:
Approval for the
Company or its
subsidiaries to
repurchase shares
of the Company 98,66% 1,34% 253 864 160 73,77% 0,00%
Shareholders are further advised that due to Ordinary resolution numbers 16 and 17 relating to the
approval of the Company's remuneration policy and its implementation, respectively, being voted
against by more than 25% of AYO shareholders, an invitation is hereby extended to such dissenting
shareholders to engage with the Company.
Those wishing to do so should, in the first instance, contact the group secretary at
wazeer.moosa@ayotsl.com.
Cape Town
14 March 2024
Joint Sponsor
Vunani Capital Sponsors
Joint Sponsor
Merchantec Capital
Date: 14-03-2024 07:15:00
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