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Results of annual general meeting
AVI Limited
Registration Number 1944/017201/06
Share Code: AVI
ISIN: ZAE000049433
(“AVI” or “Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that the voting results for the Annual General Meeting (“AGM”) of AVI held at 11h00 on
Wednesday, 9 November 2022 were as follows:
Resolution Resolution Number of Percentage For*** Against*** Abstained*
shares voted of shares
Number % % %
in issue*
%
1 Ordinary resolution 232 894 082 69.20 100.00 0.00 0.40
Adoption of annual financial statements
2 Ordinary resolution 232 894 370 69.20 99.99 0.01 0.29
Re-appointment of Ernst & Young Inc. as
the external auditors
3 Ordinary resolution 231 884 908 68.90 79.98 20.02 0.59
Re-election of GR Tipper as a director
4 Ordinary resolution 232 893 229 69.20 99.87 0.13 0.29
Re-election of SL Crutchley as a director
5 Ordinary resolution 231 888 756 68.91 78.67 21.33 0.59
Re-election of JR Hersov as a director
6 Ordinary resolution 232 897 077 69.21 99.42 0.58 0.29
Election of JC O’Meara as a director
7 Ordinary resolution 232 893 229 69.20 50.71 49.29 0.29
Appointment of MJ Bosman as a
member and Chairman of the Audit and
Risk Committee
8 Ordinary resolution 232 933 635 69.22 99.98 0.02 0.28
Appointment of A Muller as a member of
the Audit and Risk Committee
9 Ordinary resolution 232 893 229 69.20 98.06 1.94 0.29
Appointment of BP Silwanyana as a
member of the Audit and Risk
Committee
10 Special resolution 232 878 197 69.20 79.43 20.57 0.30
Increase in fees payable to non-
executive directors, excluding the
Chairman of the Board
11 Special resolution 232 877 447 69.20 52.28 47.72 0.30
Increase in fees payable to the Chairman
of the Board
12 Special resolution 232 877 447 69.20 53.48 46.52 0.30
Increase in fees payable to members of
the Remuneration, Nomination and
Appointments Committee
13 Special resolution 232 880 547 69.20 52.89 47.11 0.29
Increase in fees payable to members of
the Audit and Risk Committee
14 Special resolution 232 880 547 69.20 52.90 47.10 0.29
Increase in fees payable to members of
the Social and Ethics Committee
15 Special resolution 232 885 169 69.20 67.23 32.77 0.29
Increase in fees payable to the Chairman
of the Remuneration, Nomination and
Appointments Committee
16 Special resolution 232 880 547 69.20 52.93 47.07 0.29
Increase in fees payable to the Chairman
of the Audit and Risk Committee
17 Special resolution 232 885 169 69.20 65.52 34.48 0.29
Increase in fees payable to the Chairman
of the Social and Ethics Committee
18 Special resolution 232 059 474 68.96** 99.98 0.02 0.28**
General authority to buy-back shares
19 Special resolution 232 897 593 69.21 97.41 2.59 0.29
Financial assistance to Group entities
20 This resolution was withdrawn and - - - - -
therefore not voted on
21 This resolution was withdrawn and - - - - -
therefore not voted on
22 This resolution was withdrawn and - - - - -
therefore not voted on
23 This resolution was withdrawn and - - - - -
therefore not voted on
24 Ordinary Resolution 232 880 753 69.20 61.23 38.77 0.29
Non-binding advisory vote to endorse
the remuneration policy
Ordinary Resolution
25 232 878 316 69.20 60.87 39.13 0.30
Non-binding advisory vote to endorse
the implementation report
*Based on 336 531 094 shares in issue at the date of the AGM.
**Based on 331 616 424 shares (excludes 4 914 670 share scheme shares) in issue at the date of the AGM.
***In relation to the total number of shares voted at the AGM.
Based on the above results, resolutions 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 18 and 19 were passed by the requisite majority of AVI
shareholders present in person or represented by proxy at the AGM. Resolutions 11, 12, 13, 14, 15, 16, 17, 24 and 25 were
not passed and resolutions 20, 21, 22 and 23 were withdrawn at the AGM and not voted on.
The non-binding advisory resolutions 24 and 25 (the remuneration policy and the remuneration implementation report,
respectively) were voted against by more than the 25% of AVI’s shareholders present in person or represented by proxy at
the AGM (“dissenting shareholders”). The Board invites those dissenting shareholders to engage with the Company in the
following manner:
1. Shareholders are invited to forward their concerns/questions on the remuneration policy and the remuneration
implementation report to the Group Company Secretary in writing to sureyas@avi.co.za.
2. Following the responses received from shareholders in accordance with the above, appropriate engagements will be
scheduled at a suitable date and time and communicated to shareholders.
The Board wishes to highlight the following:
1. Only AVI directors or employee shareholders were present at the AGM.
2. Only 69% of shareholders voted on the resolutions in person or by proxy.
3. There has been a significant decline in shareholder voting on resolutions since the 2020 AGM and the start of the COVID
pandemic, as shown in the following table:
Voteable Shares Total Shares Voted % of Voteable Shares
Voted
2022 336 531 094 233 872 076 69.50%
2021 336 961 818 213 711 253 63.42%
2020 336 504 469 281 062 208 83.52%
2019 335 837 451 273 288 708 81.38%
2018 335 427 096 269 733 211 80.41%
2017 334 438 893 263 769 267 78.87%
4. Low shareholder turnout at the AGM and low participation by way of voting on the resolutions may impact the outcome
of such resolutions and fail to provide an accurate reflection of all shareholder views. Fuller participation by
shareholders is vital to enhancing the validity of resolution outcomes and ensuring the effectiveness of the process.
Illovo
Sandton
10 November 2022
Sponsor
The Standard Bank of South Africa Limited
Date: 10-11-2022 07:57:00
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