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Results of annual general meeting
MAS P.L.C.
Registered in Malta
Registration number C 99355
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
(“MAS” or “the Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting held on Monday, 6 December 2021 (“AGM”), all resolutions
tabled thereat were passed by the requisite majorities of shareholders, for a second consecutive year.
There were 713 145 729 potential votes relating to the AGM (the number of shares in issue at record date), of which
8,651,931 (potential votes in respect of shares held pursuant to the MAS Share Purchase Scheme) were not eligible for
resolutions 6, 7, 8, 9 and 10 (resulting in 704 493 798 potential votes in respect of these resolutions). Shareholders
holding 595 169 686 (83.46%) of the shares in issue at the record date were present or represented at the AGM.
A significant majority of MAS’ shareholders, 77.36% of shareholders that voted at the Annual General Meeting, endorsed
the 2021 Compensation Policy and endorsed its implementation for Executive Directors (81.80%) and Non-Executive
Directors (95.44%). The results, demonstrating continued strong shareholder support for the Company’s Compensation
Policy, reflect a strong commitment and considerable consensus amongst MAS’ shareholders, board of directors (the
“Board”) and management to place total long-term shareholders’ returns at the centre of MAS’ strategy.
22.64% of shareholders that voted at the Annual General Meeting, voted against the 2021 Compensation Policy. A
significant portion of this vote is that of a large institutional shareholder whose objections to MAS’ Compensation Policy
is three-fold, i.e. i) the Company does not have a short-term incentive scheme for executives; ii) there is not more than
one key performance indicator (“KPI”) determining variable compensation, and iii) no disclosure is made of how total
shareholders’ returns “is stretching from a minimum to maximum”.
Having considered the shareholder’s views, given the importance to engage transparently and meaningfully with
shareholders and the Board’s responsibility to oversee the implementation of appropriate governance standards, the
Board wishes to set out its response for the benefit of all shareholders.
First, as short-term incentives often lead to management decision making designed to maximise short-term
compensation even if such maximisation is damaging to shareholders’ long-term interests, the Board strongly disagrees
that the introduction of a short-term bonus element to executive management’s compensation structure would contribute
to, encourage or ensure long-term focused staff contributions that are aligned with the Group’s values.
Second, MAS’ strategy and approach to compensation for senior executives aims to sustainably maximise total long-
term shareholders’ returns. Thus, total long-term shareholders’ returns is the appropriate sole KPI applicable to variable
compensation. Management decision making with a focus to maximising total long-term shareholders’ returns should
encompass consideration of all relevant financial and non-financial factors in a flexible manner. Therefore, the Board
does not believe that attempts to set and weigh multiple KPIs intending to ultimately and indirectly achieve the same
outcome (maximising total long-term shareholders’ returns) to be a better alternative. If anything, such approach may
be counter-productive in the face of changing circumstances and thus require post factum changes to ensure that the
KPIs are not encouraging decision making that is not optimal to the achievement of maximising total long-term
shareholders’ returns.
Lastly, as to the statement around disclosure of how total shareholders’ returns are “stretching from a minimum to
maximum”, the Company illustrated in much detail how different possible levels of total shareholders’ returns are likely
to impact on total annualised executive’s compensation and on individual Executive Directors’ total annualised
compensation on a five-year forward-looking basis.
The results of voting at the AGM are set out in detail below.
Resolution number 1: To receive and adopt the audited annual financial statements for the year ended 30 June 2021
and the directors’ report and the auditors’ report.
Shares voted For Against Abstentions
591 955 570 (83.01%)* 591 954 115 (99.99%) 1 455 (0.01%) 3 214 116 (0.45%)^
Resolution number 2: To re-appoint PricewaterhouseCoopers LLC (PwC) as the auditors of the Company.
Shares voted For Against Abstentions
591 964 460 (83.01%)* 591 419 002 (99.91%) 545 458 (0.09%) 3 205 226 (0.45%)^
Resolution number 3: To confirm the appointment of Irina Grigore as an Executive Director.
Shares voted For Against Abstentions
591 964 460 (83.01%)* 591 963 005 (99.99%) 1 455 (0.01%) 3 205 226 (0.45%)^
Resolution number 4: To re-elect Melt Hamman as a Non-Executive Director, who retires by rotation in accordance
with the articles of association of the Company and, being eligible, has offered himself for re-election.
Shares voted For Against Abstentions
591 964 460 (83.01%)* 571 287 164 (96.51%) 20 677 296 (3.49%) 3 205 226 (0.45%)^
Resolution number 5: To re-elect Malcolm Levy as a Non-Executive Director, who retires by rotation in accordance
with the articles of association of the Company and, being eligible, has offered himself for re-election.
Shares voted For Against Abstentions
591 543 988 (82.95%)* 570 051 175 (96.37%) 21 492 813 (3.63%) 3 625 698 (0.51%)^
Resolution number 6: General authority to repurchase issued shares.
Shares voted For Against Abstentions
583 312 529 (82.80%)** 506 089 524 (86.76%) 77 223 005 (13.24%) 3 205 226 (0.45%)^^
Resolution number 7: General authority to issue shares for cash pursuant to article 3.12.1(e) of the articles of
association.
Shares voted For Against Abstentions
583 312 529 (82.80%)** 551 142 365 (94.48%) 32 170 164 (5.52%) 3 205 226 (0.45%)^^
Resolution number 8: Advisory, non-binding approval of Compensation Policy.
Shares voted For Against Abstentions
562 655 288 (79.87%)** 435 264 576 (77.36%) 127 390 712 (22.64%) 23 862 467 (3.39%)^^
Resolution number 9: Advisory, non-binding approval of Compensation Implementation Report for Non-Executive
Directors.
Shares voted For Against Abstentions
583 312 529 (82.80%)** 556 727 958 (95.44%) 26 584 571 (4.56%) 3 205 226 (0.45%)^^
Resolution number 10: Advisory, non-binding approval of Compensation Implementation Report for Executive
Directors.
Shares voted For Against Abstentions
563 877 257 (80.04%)** 461 277 620 (81.80%) 102 599 637 (18.20%) 22 640 498 (3.21)^^
* Shares voted (excluding abstentions) in relation to total shares in issue.
^ Abstentions in relation to total shares in issue.
** Shares voted (excluding abstentions) in relation to total shares in issue excluding shares held pursuant to the MAS
Share Purchase Scheme.
^^ Abstentions in relation to total shares in issue excluding shares held pursuant to the MAS Share Purchase Scheme.
6 December 2021
For further information please contact:
Leon Allison, MAS P.L.C. +27 82 307 3667
Dan Petrisor, MAS P.L.C. +40 741 184 921
Java Capital, JSE Sponsor +27 11 722 3050
Date: 06-12-2021 05:30:00
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