Bidvest : 27th November 2020 - 2020 AGM results; engagement with dissenting shareholders; incentive awards
11/27/2020 | 09:29am EST
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
Disclosed as a percentage of the voteable shares
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%
75,13%
0,07%
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%
0,17%
0,07%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,07%
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%
75,13%
0,06%
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%
74,20%
1,00%
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%
75,13%
0,06%
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%
75,12%
0,08%
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%
75,13%
0,07%
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%
74,46%
0,74%
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%
75,12%
0,07%
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%
75,07%
0,13%
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%
75,13%
0,06%
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
This is an excerpt of the original content. To continue reading it, access the original document here.
The Bidvest Group Limited published this content on 27 November 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 November 2020 14:28:05 UTC
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