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Master Drilling Group Limited
(Incorporated in the Republic of South Africa)
(Registration number 2011/008265/06)
JSE share code: MDI
ISIN: ZAE000171948
(“Master Drilling” or the “Company” or the “Group”)
RESULTS OF THE ANNUAL GENERAL MEETING OF MASTER DRILLING HELD ON MONDAY, 13 JUNE 2021.
Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Monday, 13 June 2022 at 09h00 at
BDO offices, Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg were as follows:
1. Ordinary resolution number 1 – Appointment of BDO South Africa Incorporated as the auditor of the Company
BDO was appointed as the independent auditor of the Company until the conclusion of the next annual general meeting.
Appointment For % Against % Abstain % Shares Voted %
of BDO South
Africa 125,326,164 96.43% 4,639,849 3,57% 61,985 0.04% 129,966,013 85,92%
Incorporated
as auditor of
the Company
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2. Ordinary resolution number 2: Re-election of Non-Executive Director
Shane Trevor Ferguson was re-elected by separate resolution as a Non-Executive Director.
Re-election For % Against % Abstain % Shares Voted %
of Non-
Executive
Director
Shane Trevor 108,489,754 83,48% 21,476,259 16.52% 61,985 0.04% 129,966,013 85.92%
Ferguson
3. Ordinary resolution number 3: Election of Non-Executive Director
Mamokete Emily Ramathe was elected by separate resolution as a Non-Executive Director.
Election of For % Against % Abstain % Shares %
Non- Voted
Executive
Director
Mamokete 129,966,013 100.00% 0 0.00% 61,985 0.04% 129,966,013 85.92%
Emily
Ramathe
4. Ordinary resolution number 4: Election/ Re-appointment of members of the Audit Committee
Messrs Andries Willem Brink, Akhter Alli Deshmukh, Mamokete Emily Ramathe (all Independent Non-Executive Directors) and Shane Trevor Ferguson
(Non-Executive Director) were each elected by way of separate resolution as members of the Master Drilling Audit Committee with effect from the end of
the annual general meeting.
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Election/Re- For % Against % Abstain % Shares Voted %
appointment of
members of the
Audit Committee
4.1 Andries 129,939,682 99.98% 26,331 0.02% 61,985 0.04% 129,966,013 85.92%
Willem
Brink
4.2 Shane 98,231,728 75.58% 31,734,285 24.42% 61,985 0.04% 129,966,013 85.92%
Trevor
Ferguson
4.3 Akhter Alli 109,363,037 84.15% 20,599,928 15,85% 65,033 0.04% 129,962,965 85.92%
Deshmukh
4.4 Mamokete 129,966,013 100.00% - 0% 61,985 0.04% 129,966,013 85,92%
Emily
Ramathe
5. Ordinary resolution number 5: General authority to Directors to allot and issue authorised but unissued ordinary shares
The general authority was approved for the Directors of Master Drilling to allot and issue ordinary shares. up to a maximum of 5% of the authorised but
unissued ordinary shares of the Company, pursuant to the provisions of the Companies Act and the JSE Listings Requirements.
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General For % Against % Abstain % Shares Voted %
authority
to
Directors
to allot
and issue
authorised
but
unissued
ordinary
shares
102,436,826 78,82% 27,527,187 21,18% 63,985 0.04% 129,964,013 85.92%
6. Ordinary resolution number 6: General authority for Directors to issue shares for cash
The general authority for Directors to issue shares for cash, limited to a maximum number of 7,563,138 ordinary shares and which authority is only valid
until the next annual general meeting, was approved.
General For % Against % Abstain % Shares Voted %
authority
for
Directors
to issue
shares for
cash
102,438,826 78.82% 27,527,187 21.18% 61.985 0.04% 129,966,013 85.92%
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7. Ordinary resolution number 7: Approval of the Master Drilling remuneration policy
The Company’s remuneration policy as contained in the Remuneration report of the Company as set out in the Integrated Annual Report (excluding the
remuneration of Directors for their services as Directors and members of the Board or statutory committees) in terms of the King Report on Governance
for South Africa 2016 (“King IV”) was endorsed by way of a non-binding advisory vote.
Approval of the For % Against % Abstain % Shares Voted %
Master Drilling
remuneration
policy
108,930,773 83.83% 21,010,240 16.17% 86,985 0.06% 129,941,013 85.90%
8. Ordinary resolution number 8: Approval of implementation report of the remuneration policy
Implementation of the remuneration policy as contained in the Remuneration report of the Company and as set out in the Integrated Annual Report
(excluding the remuneration of Directors for their services as Directors and members of the Board or statutory committees) in terms of King IV was
endorsed by way of a non-binding advisory vote.
Approval of For % Against % Abstain % Shares Voted %
implementation
report on the
Master Drilling
remuneration
policy
110,238,756 84.84% 19,702,257 15.16% 86,985 0.06% 129,941,013 85,90%
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9. Special resolution number 1: General authority to acquire Master Drilling ordinary shares
The general authority for the Company or any one of its subsidiaries to acquire Master Drilling ordinary shares in the share capital of the Company, and
subject to the requirements of the Companies Act and the JSE Listings Requirements, was approved.
For % Against % Abstain % Shares %
General authority to Voted
acquire Master Drilling
ordinary shares
127,495,657 98.10% 2,468,966 1.90% 63,375 0.04% 129,964,623 85.92%
10. Special resolution number 2: Directors’ fees
The remuneration to be paid to Directors for their services as Directors for the year commencing 1 July 2022, as recommended by the Remuneration
Committee and the Board to the shareholders at the Annual General Meeting, and as set out in the Notice of Annual General Meeting, as well as payment
of such Value-Added Tax as may be attributable to Non-Executive Directors’ fees payable by the Company, was approved.
For % Against % Abstain % Shares %
Directors’ fees Voted
127,903,078 98.43% 2,038,545 1.57% 86,375 0.06% 129,941,623 85.90%
11. Special resolution number 3: Financial assistance in terms of sections 44 and 45 of the Companies Act
The ability for the Company to provide any direct or indirect financial assistance as contemplated in sections 44 and 45 of the Companies Act to any one
or more related or inter-related companies or corporations of Master Drilling, from time to time during a period of 2 (two) years, commencing on the date
of this special resolution, and subject to the JSE Listings Requirements, was approved.
For % Against % Abstain % Shares %
Financial assistance in Voted
terms of sections 44 and
45 of the Companies Act
129,960,965 100.00% 3,658 0% 63,375 0.04% 129,964,623 85.92%
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Accordingly, all the resolutions as set out in the Notice of Annual General Meeting were passed with the requisite majority of votes.
The special resolutions will, to the extent necessary, be filed and registered with the Companies and Intellectual Property Commission.
Fochville
13 June 2022
Sponsor
Investec Bank Limited
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