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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, 10 JUNE 2024.
Master Drilling shareholders are advised that the results of the business conducted at the Annual General Meeting held on Monday, 10 June 2024 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 124 840 547 98,58% 1 801 148 1,42% 3 000 0,00% 126 641 695 83,64%
Incorporated
as auditor of
the Company
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2. Ordinary resolution number 2: Re-election of Non-Executive Director
Hendrik Roux van der Merwe was re-elected by separate resolution as a Non-Executive Director.
Re-election For % Against % Abstain % Shares Voted %
of Non-
Executive
Director
Hendrik Roux 111 333 664 98,70% 1 471 148 1,30% 13 839 883 9,14% 112 804 812 74,50%
van der
Merwe
3. Ordinary resolution number 3: Re-election of Non-Executive Director
Andries Willem Brink was re- elected by separate resolution as a Non-Executive Director.
Re- election For % Against % Abstain % Shares %
of Non- Voted
Executive
Director
Andries 126 641 695 100,00% - 0,00% 3 000 0,00% 126 641 695 83,64%
Willem Brink
4. Ordinary resolution number 4: Election of members of the Audit Committee
Andries Willem Brink, Akhter Alli Deshmukh, Mamokete Emily Ramathe (all Independent Non-Executive Directors) and Shane Trevor Ferguson (Non-
Executive Director) was 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 of For % Against % Abstain % Shares %
Voted
members of the
Audit Committee
4.1 Andries 126 641 695 100,00% - 0,00% 3 000 0,00% 126 641 695 83,64%
Willem
Brink
4.2 Shane 96 496 323 76,20% 30 145 372 23,80% 3 000 0,00% 126 641 695 83,64%
Trevor
Ferguson
4.3 Akhter Alli 111 000 616 87.65% 15 641 079 12,35% 3 000 0,00% 126 641 695 83,64%
Deshmukh
4.4 Mamokete 126 638 647 100,00% 3 048 0,00% 3 000 0,00% 126 641 695 83,64%
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.
General authority For % Against % Abstain % Shares %
to Directors to Voted
allot and issue
authorised but
unissued ordinary
shares
100 986 964 79,74% 25 654 731 20,26% 3 000 0,00% 126 641 695 83,64%
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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 7,573,889 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
100 985 339 79,74% 25 656 356 20,26% 3 000 0,00% 126 641 695 83,64%
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 For % Against % Abstain % Shares %
the Master Voted
Drilling
remuneration
policy
107 080 018 94,93% 5 721 746 5,07% 13 842 931 9,14% 112 801 764 74,50%
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 %
implementation Voted
report on the
Master Drilling
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remuneration
policy
110 400 616 97,87% 2 401 148 2,13% 13 842 931 9,14% 112 801 764 74,50%
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 Voted
authority to
acquire Master
Drilling ordinary
shares
124 843 547 98,58% 1 801 148 1,42% - 0,00% 126 644 695 83,64%
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 2024, 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
125 167 499 98,84% 1 471 148 1,16% 6 048 0,00% 126 638 647 83,64%
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.
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For % Against % Abstain % Shares %
Financial Voted
assistance in
terms of
sections 44 and
45 of the
Companies Act
126 638 647 100,00% 3 048 0,00% 3 000 0,00% 126 641 695 83,64%
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
10 June 2024
Sponsor
Investec Bank Limited
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