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THE BIDVEST GROUP LIMITED
(“Bidvest” or “The Group”)
(Incorporated in the Republic of South Africa)
(Registration number 1946/021180/06)
JSE Share code: BVT
ISIN: ZAE000117321
REPORT ON ANNUAL GENERAL MEETING PROCEEDINGS (“AGM”) AND GRANTING AND ACCEPTANCE OF
LONG-TERM INCENTIVE AWARDS
1. RESULTS OF THE AGM
Bidvest shareholders are advised that at the AGM of members held on Tuesday, 28 November 2023 all the
ordinary and special resolutions were passed by the requisite majority votes.
Bidvest confirms the voting statistics from the AGM as follows:
Total number of shares that can be exercised at the meeting 100%
340,274,346
Total number of shares present/represented including proxies at the 81%
meeting as % of voteable shares 275,051,294
Total number of shares present/represented including proxies at the 81%
meeting as % of issued shares 275,051,294
Total number of members present in person
12
Issued Shares 100%
340,274,346
① Disclosed as a percentage of the voteable shares
② Disclosed as a percentage of the total issued capital
Ordinary Resolution number 1.1: Re-election of directors that retire by rotation- Dr RD Mokate
1
For Against Abstain Shares voted
274,562,517
274,049,497 513,020 488,777
①
99.81% 0.19% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 1.2: Re-election of directors that retire by rotation- Ms. SN Mabaso-Koyana
2
For Against Abstain Shares voted
274,567,046
269,215,115 5,351,931 484,248
①
98.05% 1.95% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 1.3: Re-election of directors that retire by rotation- Ms. L Boyce
3
For Against Abstain Shares voted
274,566,956
274,475,535 91,421 484,338
①
99.97% 0.03% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 2: Election of non-executive director - Mr. KL Shuenyane
4
For Against Abstain Shares voted
274,566,256
274,493,515 72,741 485,038
①
99.97% 0.03% 0.14% 80.69%
0.14% ②
80.69%
Ordinary Resolution number 3: Re-appointment of independent external auditor
5
For Against Abstain Shares voted
274,566,346
272,882,447 1,683,899 484,948
①
99.39% 0.61% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 4.1: Election of members of the Audit committee- Ms. SN Mabaso-Koyana
6 (chair), subject to being re-elected as a director
For Against Abstain Shares voted
274,566,256
269,980,591 4,585,665 485,038
①
98.33% 1.67% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 4.2: Election of members of the Audit committee- Dr RD Mokate, subject to
7 being re-elected as a director
For Against Abstain Shares voted
274,561,817
274,005,695 556,122 489,477
①
99.80% 0.20% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 4.3: Election of members of the Audit committee- Ms. L Boyce, subject to being
8 re-elected as a director
For Against Abstain Shares voted
274,566,256
274,475,535 90,721 485,038
①
99.97% 0.03% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 4.4: Election of members of the Audit committee- Mr. NW Thomson
9
For Against Abstain Shares voted
274,566,256
271,195,526 3,370,730 485,038
①
98.77% 1.23% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 4.5: Election of members of the Audit committee- Ms. MG Khumalo
10
For Against Abstain Shares voted
274,566,256
274,476,535 89,721 485,038
①
99.97% 0.03% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 4.6: Election of members of the Audit committee- Mr. KL Shuenyane, subject to
11 being elected as a director
For Against Abstain Shares voted
274,566,256
274,492,515 73,741 485,038
①
99.97% 0.03% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 5: Placing authorised but unissued ordinary shares under the control of
12 directors
For Against Abstain Shares voted
274,566,346
258,957,126 15,609,220 484,948
①
94.31% 5.69% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 6: General authority to issue shares for cash
13
For Against Abstain Shares voted
274,566,906
257,610,062 16,956,844 484,388
①
93.82% 6.18% 0.14% 80.69%
②
0.14% 80.69%
Ordinary Resolution number 7: Ratification relating to personal financial interest arising from multiple
14 offices in the Group
For Against Abstain Shares voted
274,427,619
269,820,984 4,606,635 623,675
①
98.32% 1.68% 0.18% 80.65%
②
0.18% 80.65%
Ordinary Resolution number 8: Directors’ authority to implement special and ordinary resolutions
15
For Against Abstain Shares voted
274,560,441
274,416,604 143,837 490,853
①
99.95% 0.05% 0.14% 80.69%
②
0.14% 80.69%
Non-binding advisory 1: Endorsement Remuneration policy
16
For Against Abstain Shares voted
274,557,658
258,804,169 15,753,489 493,636
①
94.26% 5.74% 0.15% 80.69%
②
0.15% 80.69%
Non-binding advisory 2: Endorsement Implementation of remuneration policy
17
For Against Abstain Shares voted
273,424,861
262,336,073 11,088,788 1,626,433
①
95.94% 4.06% 0.48% 80.35%
②
0.48% 80.35%
Special Resolution number 1: Non-executive director remuneration
18
For Against Abstain Shares voted
274,546,782
265,307,696 9,239,086 504,512
①
96.63% 3.37% 0.15% 80.68%
②
0.15% 80.68%
Special Resolution number 2: General authority to repurchase shares
19
For Against Abstain Shares voted
274,528,868
271,797,195 2,731,673 522,426
①
99.00% 1.00% 0.15% 80.68%
②
0.15% 80.68%
Special Resolution number 3: General authority to provide financial assistance to related or inter-related
20 companies and corporations
For Against Abstain Shares voted
274,566,346
270,371,191 4,195,155 484,948
①
98.47% 1.53% 0.14% 80.69%
②
0.14% 80.69%
2. GRANTING AND ACCEPTANCE OF CONDITIONAL SHARE AWARDS IN TERMS OF THE 2008 BIDVEST CSP
Executive Directors have been awarded Conditional Share (CSP) Awards in terms of the 2008 Bidvest Group CSP,
approved by shareholders at the annual general meeting in November 2008. CSP Awards are subject to
performance conditions for the period starting 1 July 2023 and ending 30 June 2026. Subject to performance,
vesting will occur in September 2026 and September 2027. The Remuneration Committee has given approval
for the following individual allocations.
Conditional share awards are as follows:
Executive Directors:
NT Madisa 103 500 conditional share awards
MJ Steyn 57 000 conditional share awards
GC McMahon 45 500 conditional share awards
These awards currently have nil value as they are subject to performance conditions to be determined on a
future date.
Date: 29 November 2023
Johannesburg
Sponsor: Investec Bank Limited
