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Report on AGM, Granting and Acceptance of Long-Term Incentive Awards and Notice in terms of Section 45(5) of Act
THE BIDVEST GROUP LIMITED
("Bidvest" or "the Group" or "the Company")
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
JSE Share code: BVT
ISIN: ZAE000117321
BIDVESTCO LIMITED
(Incorporated in the Republic of South Africa)
(Registration No. 1966/011512/06)
Company code: BIBIDV
LEI: 3789004678BDF4374378
REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS ("AGM"), GRANTING AND ACCEPTANCE OF LONG-
TERM INCENTIVE AWARDS AND NOTICE IN TERMS OF SECTION 45(5) COMPANIES ACT OF 2008 AS AMENDED
1. RESULTS OF THE AGM
Bidvest shareholders are advised that at the AGM of members held on Friday, 29 November 2024 all the ordinary
and special resolutions were passed by the requisite majority votes.
Bidvest confirms the voting statistics from the AGM as follows:
Total number of shares that can be exercised at the meeting 100% 340 274 346
Total number of shares present/represented including proxies at the meeting
as % of voteable shares 80% 271 575 619
Total number of shares present/represented including proxies at the meeting
as % of issued shares 80% 271 575 619
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
1 Ordinary resolution number 1.1: Re-election of directors that retire by rotation - Ms FN Khanyile
For Against Abstain Shares voted
263 582 030 7 485 690 507 899 271 067 720
97,24% 2,76% 0,15% (1) 79,66%
0,15% (2) 79,66%
2 Ordinary resolution number 1.2: Re-election of directors that retire by rotation - Ms MG Khumalo
For Against Abstain Shares voted
271 012 800 54 920 507 899 271 067 720
99,98% 0,02% 0,15% (1) 79,66%
0,15% (2) 79,66%
3 Ordinary resolution number 2: Election of independent non-executive director - Mr DS Masata
For Against Abstain Shares voted
271 021 783 45 937 507 899 271 067 720
99,98% 0,02% 0,15% (1) 79,66%
0,15% (2) 79,66%
4 Ordinary resolution number 3: Re-appointment of independent external auditor
For Against Abstain Shares voted
269 738 279 1 330 740 506 600 271 069 019
99,51% 0,49% 0,15% (1) 79,66%
0,15% (2) 79,66%
5 Ordinary resolution number 4.1: Election of members of the Audit committee - Ms SN Mabaso-Koyana (chair)
For Against Abstain Shares voted
263 316 765 7 750 955 507 899 271 067 720
97,14% 2,86% 0,15% (1) 79,66%
0,15% (2) 79,66%
6 Ordinary resolution number 4.2: Election of members of the Audit committee - Dr RD Mokate
For Against Abstain Shares voted
211 852 024 59 215 696 507 899 271 067 720
78,15% 21,85% 0,15% (1) 79,66%
0,15% (2) 79,66%
7 Ordinary resolution number 4.3: Election of members of the Audit committee - Ms L Boyce
For Against Abstain Shares voted
268 021 610 3 046 670 507 339 271 068 280
98,88% 1,12% 0,15% (1) 79,66%
0,15% (2) 79,66%
8 Ordinary resolution number 4.4: Election of members of the Audit committee - Ms MG Khumalo, subject to being
elected as a director
For Against Abstain Shares voted
271 012 800 54 920 507 899 271 067 720
99,98% 0,02% 0,15% (1) 79,66%
0,15% (2) 79,66%
9 Ordinary resolution number 4.5: Election of members of the Audit committee - Mr KL Shuenyane
For Against Abstain Shares voted
270 966 300 101 420 507 899 271 067 720
99,96% 0,04% 0,15% (1) 79,66%
0,15% (2) 79,66%
10 Ordinary resolution number 5: Placing authorised by unissued ordinary shares under the control of directors
For Against Abstain Shares voted
252 462 604 18 606 975 506 040 271 069 579
93,14% 6,86% 0,15% (1) 79,66%
0,15% (2) 79,66%
11 Ordinary resolution number 6: General authority to issue shares for cash
For Against Abstain Shares voted
250 206 710 20 862 869 506 040 271 069 579
92,30% 7,70% 0,15% (1) 79,66%
0,15% (2) 79,66%
12 Ordinary resolution number 7: Payment of dividend by way of pro rata reduction of share capital or share premium
For Against Abstain Shares voted
271 063 229 6 350 506 040 271 069 579
100,00% 0,00% 0,15% (1) 79,66%
0,15% (2) 79,66%
13 Ordinary resolution number 8: Ratification relating to personal financial interest arising from multiple offices in the
Group
For Against Abstain Shares voted
266 876 918 2 372 071 2 326 630 269 248 989
99,12% 0,88% 0,68% (1) 79,13%
0,68% (2) 79,13%
14 Ordinary resolution number 9: Directors' authority to implement special and ordinary resolutions
For Against Abstain Shares voted
271 055 768 7 716 512 135 271 063 484
100,00% 0,00% 0,15% (1) 79,66%
0,15% (2) 79,66%
15 Non-binding advisory vote 1: Endorsement Remuneration policy
For Against Abstain Shares voted
260 949 902 10 086 902 538 815 271 036 804
96,28% 3,72% 0,16% (1) 79,65%
0,16% (2) 79,65%
16 Non-binding advisory vote 2: Endorsement Implementation of remuneration policy
For Against Abstain Shares voted
265 118 081 5 918 723 538 815 271 036 804
97,82% 2,18% 0,16% (1) 79,65%
0,16% (2) 79,65%
17 Special resolution number 1: Non-executive director remuneration
For Against Abstain Shares voted
265 955 926 5 109 480 510 213 271 065 406
98,12% 1,88% 0,15% (1) 79,66%
0,15% (2) 79,66%
18 Special resolution number 2: General authority to repurchase shares
For Against Abstain Shares voted
267 612 822 3 443 174 519 623 271 055 996
98,73% 1,27% 0,15% (1) 79,66%
0,15% (2) 79,66%
19 Special resolution number 3: General authority to provide financial assistance to related or inter-related companies
and corporations
For Against Abstain Shares voted
266 497 213 4 571 806 506 600 271 069 019
98,31% 1,69% 0,15% (1) 79,66%
0,15% (2) 79,66%
2. GRANTING AND ACCEPTANCE OF CONDITIONAL SHARE AWARDS IN TERMS OF THE 2008 BIDVEST CSP
Executive Directors have been awarded Conditional Share Plan (CSP) Awards in terms of the 2008 Bidvest Group
CSP (off market), approved by shareholders at the annual general meeting in November 2008. CSP Awards are
subject to performance conditions for the period starting 1 July 2024 and ending 30 June 2027. Subject to
performance, vesting will occur in September 2027 and September 2028. The Remuneration Committee has
approved the awards on 29 November 2024 for the following individual allocations.
Conditional share awards are as follows:
Executive Directors:
NT Madisa 120 000 conditional share awards
MJ Steyn 58 500 conditional share awards
GC McMahon 46 700 conditional share awards
These awards currently have nil value as they are subject to performance conditions to be determined on a
future date. The nature of interest for all are direct beneficial.
3. NOTICE IN TERMS OF SECTION 45(5) COMPANIES ACT OF 2008 AS AMENDED
Shareholders are advised that at the annual general meeting of Bidvest held on 29 November 2024, shareholders
approved and passed a special resolution in terms of Section 45 of the Companies Act of 2008, as amended ("the
Act") authorising the Company to provide financial assistance to among others, related or inter-related
companies or corporations of the Company.
Section 45(5) of the Act requires a company to provide written notice to shareholders of the adoption of a board
resolution to provide financial assistance, if the value and/or obligations of the financial assistance so
contemplated together with any previous such resolutions during the financial year, exceeds one-tenth of 1% of
the company's net worth at the time of the resolution.
In order to give effect to the treasury requirements of the Group from time to time, guarantees and suretyships
are issued to third parties for finance and other facilities granted by those third parties to Group subsidiary
companies.
Accordingly, the Bidvest board has adopted a resolution authorising the Company to provide direct or indirect
financial assistance pursuant to the guarantee signed with Standard Bank Namibia Limited for the provision of
general banking facilities to certain Group subsidiary companies to a maximum value of NAD450 000 000. This
guarantee replaces and supersedes the previous guarantee given to a maximum value of NAD450 000 000.
Additionally, the Bidvest board has adopted a resolution authorising the Company (as guarantor), to enter into
a facility agreement between, amongst others, the Lenders and the Bidvest Group (UK) PLC (as Borrower) for an
amount of AUD200 000 000. The guarantee provided in terms of the facility agreement is for a maximum value
of AUD200 000 000.
The board has confirmed that, after considering the reasonable foreseeable financial circumstances of the
Company, it is satisfied that, immediately after providing such financial assistance, the Company would satisfy
the solvency and liquidity test, as contemplated by Section 4 of the Act and that the terms under which such
financial assistance is given are fair and reasonable to the Company.
Date: 29 November 2024
Johannesburg
Equity Sponsor: Investec Bank Limited
Debt Sponsor: Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Date: 29-11-2024 05:50:00
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