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Results of Annual General Meeting ("AGM")

Published: 2022-11-08 12:45:39 ET
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                                         BOWLER METCALF LIMITED
                                   (Registration number 1972/005921/06)
                              Share code: BCF       ISIN number: ZAE000030797
                                              (“the Company”)


                               RESULTS OF ANNUAL GENERAL MEETING (“AGM”)


The Board of Directors is pleased to announce the results of the Company’s AGM held yesterday, Monday, 7
November 2022, where all the resolutions proposed at the AGM were passed by the requisite number of
shareholders.

The following information is provided:

Total number of issued ordinary shares:                                                          76 132 087
Number of ordinary shares represented at the meeting:                                            53 187 237
Number of ordinary shares eligible to vote (excluding 6 895 647 treasury shares):                46 291 590
Percentage of total ordinary shares represented at the meeting:                                      66.86%

The resolutions proposed at the AGM, together with the percentage of votes carried for and against each
resolution, are set out below:


                                                                                   Abstain      Total number
                                                      For         Against         (% of total   of votes cast
                                                  (% of total    (% of total    issued share     (excluding
Resolution                                        votes cast)    votes cast)       capital)     abstentions)
Ordinary resolution No 1:
Approval of annual financial statements           46 285 020       6 420             150         46 291 440
                                                    99.99%         0.01%            0.00%
Ordinary resolution No 2:
Endorsement of remuneration policy                34 277 188     11 996 332         18 070       46 273 520
                                                    74.08%         25.92%           0.04%
Ordinary resolution No 3:
Endorsement of the implementation report of       34 278 188     11 996 332         17 070       46 274 520
the remuneration policy                             74.08%         25.92%           0.04%
Ordinary resolution No 4:
Appointment director - of Ms Deborah van          46 285 020       6 420             150         46 291 440
Duyn                                                99.99%         0.01%            0.00%
Ordinary resolution No 5:
Re-Election of director – Mr Michael Brain        45 431 996       859 444           150         46 291 440
                                                    98.14%          1.86%           0.00%
Ordinary resolution No 6:
Re-Election of director – Ms Sarah Sonnenberg     45 520 183       771 257           150         46 291 440
                                                    98.33%          1.67%           0.00%
Ordinary resolution No 7:
Director’s authority to negotiate and sign        46 285 020       6 420             150         46 291 440
                                                    99.99%         0.01%            0.00%
Ordinary resolution No 8:
Reappointment of auditors                         34 376 875     11 908 145         6 570        46 285 020
                                                    74.27%         25.73%           0.01%
Ordinary resolution No 9.1:
Re-Election of Audit and Risk Committee           44 671 377      1 613 643         6 570        46 285 020
member – Mr Craig MacGillivray                      96.51%          3.49%           0.01%

Ordinary resolution No 9.2:
Appointment to Audit and Risk Committee           45 520 183       771 257           150         46 291 440
member – Ms Deborah van Duyn                        98.33%          1.67%           0.00%
Ordinary resolution No 9.3:
Re-Election of Audit and Risk Committee        44 747 892    1 543 548    150         46 291 440
member – Ms Sarah Sonnenberg                     96.67%        3.33%     0.00%

Special resolution No 1:
General authority to repurchase shares         45 516 183     768 837    6 570        46 285 020
                                                 98.34%        1.66%     0.01%
Special resolution No 2:
Provision of financial assistance              46 284 520     6 920       150         46 291 440
                                                 99.99%       0.01%      0.00%
Special resolution No 3:
Non-executive directors’ fees                  46 274 520     16 920      150         46 291 440
                                                 99.96%       0.04%      0.00%

The Company has already engaged with the two large institutions, namely Camissa Asset Management
(15.72%) and Aylett and Co (13.95%), and are busy making some changes to the Remuneration Policy.
Constructive engagements will be ongoing.

Cape Town
8 November 2022

                                              Sponsor
                                     AcaciaCap Proprietary Limited