| Thu 31 May 2018, 14:05 | | ADVTECH LIMITED - Results of the 2018 Annual General Meeting |
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ADH 201805310055A
Results of the 2018 Annual General Meeting
ADvTECH Limited
(Incorporated in the Republic of South Africa)
(Registration number 1990/001119/06)
Share code: ADH ISIN: ZAE000031035
("ADvTECH” or “the Company” or “the Group")
RESULTS OF THE 2018 ANNUAL GENERAL MEETING
ADvTECH shareholders are advised that at the annual general meeting (“AGM”) of shareholders held
on Thursday, 31 May 2018, all the ordinary and special resolutions as set out in the notice of AGM,
were approved by the requisite majority of shareholders present or represented by proxy.
The meeting was well attended by 388 542 257 ADvTECH shares, representing 71.37% of the total
ordinary issued share capital of ADvTECH, voting in person or by proxy.
The resolutions proposed at the AGM, together with the percentage of shares abstained (as a
percentage of total issued share capital of the Company), as well as the percentage of votes carried for
and against each resolution (as a percentage of shares voted), are as follows:
1. Ordinary resolution number 1: Adoption of the annual financial statements
FOR AGAINST ABSTAIN
388 348 978 2 076 191 203
99.9995% 0.0005% 0.0492%
2. Ordinary resolution number 2: Election of Mr J Zimmermann as a non-executive director
FOR AGAINST ABSTAIN
388 002 529 6 875 532 853
99.9982% 0.0018% 0.1371%
3. Ordinary resolution number 3: Re-election of Professor JD Jansen as a non-executive director
FOR AGAINST ABSTAIN
378 318 707 10 032 347 191 203
97.4167% 2.5833% 0.0492%
4. Ordinary resolution number 4: Re-election of Mr SC Masie as a non-executive director
FOR AGAINST ABSTAIN
379 990 942 8 018 462 532 853
97.9334% 2.0666% 0.1371%
5. Ordinary resolution number 5: Re-election of Professor SA Zinn as a non-executive director
FOR AGAINST ABSTAIN
376 061 608 11 947 796 532 853
96.9207% 3.0793% 0.1371%
6. Ordinary resolution number 6: Re-election of Professor BM Gourley as a member of the audit
committee
FOR AGAINST ABSTAIN
345 698 753 42 310 651 532 853
89.0955% 10.9045% 0.1371%
7. Ordinary resolution number 7: Re-election of Mr KDM Warburton as a member of the audit
committee
FOR AGAINST ABSTAIN
379 312 653 8 696 751 532 853
97.7586% 2.2414% 0.1371%
8. Ordinary resolution number 8: Re-election of Dr JS Chimhanzi as a member of the audit
committee
FOR AGAINST ABSTAIN
377 930 541 1 388 911 9 222 805
99.6338% 0.3662% 2.3737%
9. Ordinary resolution number 9: Appointment of external auditors
FOR AGAINST ABSTAIN
220 053 957 168 303 847 184 453
56.6627% 43.3373% 0.0475%
The results relating to the Ordinary resolution number 9 to appoint the external auditors have been
noted. Shareholders who have voted against the appointment of Deloitte & Touche as external
auditors of the Company are invited to forward their concerns to Donna Dickson at
ddickson@advtech.co.za. The Company will engage with shareholders to address these concerns
which will be taken into consideration when appointing the auditors ahead of the next AGM.
10. Ordinary resolution number 10: Issuing shares for cash
FOR AGAINST ABSTAIN
377 455 494 8 327 580 2 759 183
97.8414% 2.1586% 0.7101%
11. Non-binding advisory vote – Remuneration policy
FOR AGAINST ABSTAIN
274 956 616 104 359 186 9 226 455
72.4875% 27.5125% 2.3746%
12. Special resolution number 1: Approval of non-executive directors’ fees
FOR AGAINST ABSTAIN
387 939 427 67 268 535 562
99.9827% 0.0173% 0.1378%
13. Special resolution number 2: Authority to make payment for the shortfall in non-executive director
fees
FOR AGAINST ABSTAIN
380 913 259 4 533 449 3 095 549
98.8238% 1.1762% 0.7967%
14. Special resolution number 3: Authority to make loans or give financial assistance to subsidiaries
and related or inter-related companies
FOR AGAINST ABSTAIN
386 702 682 1 662 522 177 053
99.5719% 0.4281% 0.0456%
15. Special resolution number 4: General authority for the acquisition of shares issued by the
company
FOR AGAINST ABSTAIN
388 299 596 59 508 183 153
99.9847% 0.0153% 0.0471%
As a result of more than 25% of the votes exercised against the non-binding advisory resolution, in
terms of the recommendations of the King IV Report on Corporate Governance for South Africa, 2016
and paragraph 3.84(k) of the JSE Listings Requirements, shareholders are invited to engage with the
Company as follows:
- to forward concerns or recommendations on the remuneration policy to Donna Dickson in
writing at ddickson@advtech.co.za by the close of business on 14 June 2018;
- to further participate in scheduled meetings, which will be arranged by the Company once
concerns/recommendations have been received, in order for shareholders to engage with the
Company on the remuneration policy.
The voting results and the nature and steps taken to address the objections raised by shareholders
on the remuneration policy will further be disclosed in the next annual integrated report.
The Board believes that the remuneration policy is essential as the Group seeks to entrench a culture
of high performance by aligning the remuneration philosophy with the business objectives, values and
strategy.
31 May 2018
Johannesburg
Sponsor: Bridge Capital Advisors Proprietary Limited
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