Enhanced Investments - Financial Portal

Results Of The Annual General Meeting

Published: 2023-02-22 17:42:21 ET

AYO TECHNOLOGY SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN: ZAE000252441
(“AYO” or “the Company”)


                           RESULTS OF THE ANNUAL GENERAL MEETING


Shareholders are hereby advised that the results of the voting at the annual general meeting (“AGM”)
of the Company held at 10:00 today, Wednesday, 22 February 2023, on the Microsoft Teams Platform,
are set out below.

Shareholders are further advised that:
• there were 344 123 944 shares in issue as at the date of the AGM; and
• the total number of shares that were present represented by proxy at the AGM was 304 200 702
  shares being 88.4% of the total number of shares in issue.

All the resolutions, as set out in the Notice of AGM included in the Integrated Annual Report posted to
shareholders, were duly approved by the requisite majority of shareholders present and voting other
than the following:
•     Ordinary resolution number 15 relating to the general authority to issue ordinary shares for cash;
•     Special resolution number 2 relating to inter-company financial assistance; and
•     Special resolution number 3 relating to financial assistance for the subscription and/or purchase of
      shares in the Company or a related or inter-related company.

                                                 Votes
                             Votes for          against
                            resolution       resolution
                                   as a             as a                     Number of       Number of
                           percentage       percentage                           shares          shares
                               of total         of total                        voted at      abstained
                            number of        number of       Number of        AGM as a              as a
    Resolutions                shares           shares          shares      percentage      percentage
    proposed at the           voted at         voted at        voted at     of shares in    of shares in
    AGM                          AGM              AGM             AGM             issue           issue
    Ordinary resolution
    number 1:
    To re-elect the
    following Director
    who retires by
    rotation:
    Mrs AB Amod                 67,18%          32,82%     304 200 702            88,4%           0,00%
    Ordinary resolution
    number 2:
    To re-elect the
    following Director
    who retires by
    rotation:
    Dr WA Mgoqi                 99,98%           0,02%     304 200 702            88,4%           0,00%
Ordinary resolution
number 3:
To re-elect the
following Director
who retires by
rotation:
Dr DH George            99,98%   0,02%    304 200 702   88,4%   0,00%
Ordinary resolution
number 4:
To re-elect the
following Director
who retires by
rotation:
Ms RP Mosia             67,18%   32,82%   304 200 702   88,4%   0,00%
Ordinary resolution
number 5:
To appoint Ms RP
Mosia as a member
of the audit and risk
committee               67,18%   32,82%   304 200 702   88,4%   0,00%
Ordinary resolution
number 6:
To appoint Dr DH
George as a
member of the
audit and risk
committee               99,98%   0,02%    304 200 702   88,4%   0,00%

Ordinary resolution
number 7:
To appoint
Advocate NA
Ramatlhodi as a
member of the
audit and risk
committee               67,18%   32,82%   304 200 702   88,4%   0,00%
Ordinary resolution
number 8:
To appoint Ms AB
Amod as a member
of the audit and risk
committee               67,18%   32,82%   304 200 702   88,4%   0,00%
Ordinary resolution
number 9:
To appoint Dr DH
George as a
member of the
Social, Ethics
Transformation
(SET) committee         99,98%   0,02%    304 200 702   88,4%   0,00%
Ordinary resolution
number 10:
To appoint Ms RP
Mosia as a member       99,98%   0,02%                          0,00%
of the SET
committee                               304 200 702   88,4%
Ordinary resolution
number 11:
To appoint Ms AB
Amod as a member
of the SET
committee             99,98%   0,02%    304 200 702   88,4%   0,00%
Ordinary resolution
number 12:
To appoint Crowe
JHB as joint
independent
auditors of the
Company                100%       0%    304 200 702   88,4%   0,00%


Ordinary resolution
number 13:
To appoint Thawt
Inc. as joint
independent
auditors of the
Company                100%       0%    304 200 702   88,4%   0,00%


Ordinary resolution
number 14:
Control of
authorised but
unissued ordinary
shares                67,20%   32,80%   304 200 702   88,4%   0,00%
Ordinary resolution
number 15:
Approval to issue
ordinary shares
and/or options for
cash                  67,20%   32,80%   304 200 702   88,4%   0,00%
Ordinary resolution
number 16:
Non-binding
advisory vote on
the Remuneration
policy of the
Company               67,18%   32,80%   304 200 702   88,4%   0,00%

Ordinary resolution
number 17: non-
binding advisory
vote on the
implementation of
the Remuneration
policy of the
Company               67,18%   32,80%   304 200 702   88,4%   0,00%
Ordinary
Resolution 18:         100%       0%                          0,00%
 Directors’ authority
 to sign
 documentation

                                                      304 200 702          88,4%

 Special resolution
 number 1:
 To approve the
 remuneration of the
 non-executive
 Directors                  99,98%           0,02%    304 200 702          88,4%           0,00%

 Special resolution
 number 2:
 To approve inter-
 company financial
 assistance                 67,20%         32,80%     304 200 702          88,4%           0,00%

 Special resolution
 number 3:
 To approve
 financial assistance
 for the subscription
 or purchase of
 shares in the
 Company or in a
 related or inter-
 related company            67,20%         32,80%     304 200 702          88,4%           0,00%
 Special resolution
 number 4:
 Approval for the
 Company or its
 subsidiaries to
 repurchase shares
 of the Company               100%              0%    304 200 702          88,4%           0,00%

Shareholders are further advised that due to Ordinary resolution numbers 16 and 17 relating to the
approval of the Company’s remuneration policy and its implementation, respectively, being voted
against by more than 25% of AYO shareholders, an invitation is hereby extended to such dissenting
shareholders to engage with the Company.

Those wishing to do so should, in the first instance, contact the group secretary at
wazeer.moosa@ayotsl.com.

Cape Town
22 February 2023


Joint Sponsor
Vunani Capital Sponsors

Joint Sponsor
Merchantec Capital

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

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All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.