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AVI LIMITED - Results of annual general meeting

Release Date: 10/11/2022 07:57
Code(s): AVI     PDF:  
Wrap Text
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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