Try our mobile app
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 TUESDAY, 13 JUNE 2023.
Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Tuesday, 13 June 2023 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 122,200,989 93.36% 8,693,912 6,64% 76,606 0.05% 130,894,901 86,48%
Incorporated
as auditor of
the Company
1
2. Ordinary resolution number 2: Re-election of Non-Executive Director
Akhter Alli Deshmukh was re-elected by separate resolution as a Non-Executive Director.
Re-election For % Against % Abstain % Shares Voted %
of Non-
Executive
Director
Akhter Alli 110,888,414 84,72% 20,006,487 15.28% 76,606 0.05% 130,894,901 86.48%
Deshmukh
3. Ordinary resolution number 3: Re-election of Non-Executive Director
Hendrik Johannes Faul was re- elected by separate resolution as a Non-Executive Director.
Re- election For % Against % Abstain % Shares %
of Non- Voted
Executive
Director
Hendrik 130,430,490 99.65% 464,411 0.35% 76,606 0.05% 130,894,901 86.48%
Johannes
Faul
4. Ordinary resolution number 4: Election of Alternate Director
Gareth Robert Sheppard was elected by separate resolution as an alternate director to Daniel Coenraad Pretorius.
Election of For % Against % Abstain % Shares %
Alternate Voted
Director
Gareth 113,239,478 100.00% 273 0.00% 17,731,756 11.71% 113,239,751 74.81%
Robert
Sheppard
2
5. Ordinary resolution number 5: Election of Alternate Director
Fred George Dixon was elected by separate resolution as an alternate director to Barend Jacobus Jordaan.
Election of For % Against % Abstain % Shares %
Alternate Voted
Director
Fred George 113,239,478 100.00% 273 0.00% 17,731,756 11.71% 113,239,751 74.81%
Dixon
6. Ordinary resolution number 6: Election 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.
Election of For % Against % Abstain % Shares %
Voted
members of the
Audit Committee
6.1 Andries 130,868,297 99.98% 26,604 0.02% 76,606 0.05% 130,894,901 86.48%
Willem
Brink
6.2 Shane 97,762,573 74.69% 33,132,328 25.31% 76,606 0.05% 130,894,901 86.48%
Trevor
Ferguson
6.3 Akhter Alli 110,555,961 84.46% 20,338,940 15,54% 76,606 0.05% 130,894,901 86.48%
Deshmukh
3
6.4 Mamokete 130,894,628 100.00% 273 0% 76,606 0.05% 130,894,901 86,48%
Emily
Ramathe
7. Ordinary resolution number 7: 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.
General authority For % Against % Abstain % Shares %
to Directors to Voted
allot and issue
authorised but
unissued ordinary
shares
101,625,672 77,64% 29,269,229 22,36% 76,606 0.05% 130,894,901 86.48%
8. Ordinary resolution number 8: 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 7,568,139 ordinary shares and which authority is only valid
until the next annual general meeting, was approved.
General authority For % Against % Abstain % Shares %
for Directors to Voted
issue shares for
cash
101,625,672 77.64% 29,269,229 22.36% 76,606 0.05% 130,894,901 86.48%
4
9. Ordinary resolution number 9: 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 %
Master Drilling Voted
remuneration
policy
98,434,973 75.22% 32,432,328 24.78% 104,206 0.07% 130,867,301 86.46%
10. Ordinary resolution number 10: 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 %
implementation Voted
report on the
Master Drilling
remuneration
policy
98,434,973 75.22% 32,432,328 24.78% 104,206 0.07% 130,867,301 86,46%
11. 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.
5
For % Against % Abstain % Shares %
General authority to Voted
acquire Master Drilling
ordinary shares
128,648,887 98.28% 2,249,014 1.72% 73,606 0.05% 130,897,901 86.48%
12. Special resolution number 2: Directors’ fees
The remuneration to be paid to Directors for their services as Directors for the year commencing 1 July 2023, 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
129,003,102 98.55% 1,891,799 1.45% 76,606 0.05% 130,894,901 86.48%
13. 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 Voted
in terms of sections
44 and 45 of the
Companies Act
130,894,628 100.00% 273 0% 76,606 0.05% 130,894,901 86.48%
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.
6
Fochville
13 June 2023
Sponsor
Investec Bank Limited
7
