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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 OF LONG-TERM INCENTIVE
AWARDS
1. RESULTS OF THE AGM
Bidvest shareholders are advised that at the AGM of members held on Friday, 25 November 2022 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 meeting as % of
voteable shares 81% 275,373,680
Total number of shares present/represented
including proxies at the meeting as % of
issued shares 81% 275,373,680
Total number of members present in person 12
Issued Shares 100% 340,274,346
Disclosed as a percentage of the voteable shares
Disclosed as a percentage of the total issued capital
Ordinary resolution number 1: Re-election of directors that retire by rotation - Mr BF
1 Mohale
Shares
For Against Abstain voted
258,855,551 801,762 274,571,91
15,716,367
8
94.28% 5.72% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution number 2.1: Election of non-executive directors - Ms MG Khumalo
2
Shares
For Against Abstain voted
274,526,948 808,762 274,564,91
37,970
8
99.99% 0.01% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution number 2.2: Election of non-executive directors - Ms FN Khanyile
3
Shares
For Against Abstain voted
272,785,969 809,462 274,564,21
1,778,249
8
99.35% 0.65% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution number 3: Re-appointment of independent external auditor
4
Shares
For Against Abstain voted
274,533,052 800,510 274,573,17
40,118
0
99.99% 0.01% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution 4.1: Election of members of the audit committee - Ms SN Mabaso-
5 Koyana (chair)
Shares
For Against Abstain voted
272,154,047 808,762 274,564,91
2,410,871
8
99.12% 0.88% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution 4.2: Election of members of the audit committee - Dr RD Mokate
6
Shares
For Against Abstain voted
274,315,037 808,762 274,564,91
249,881
8
99.91% 0.09% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution 4.3: Election of members of the audit committee - Ms L Boyce
7
Shares
For Against Abstain voted
273,990,721 808,590 274,565,09
574,369
0
99.79% 0.21% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution 4.4: Election of members of the audit committee - NW Thomson
8
Shares
For Against Abstain voted
271,370,518 800,890 274,572,79
3,202,272
0
98.83% 1.17% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution 4.5: Election of members of the audit committee - Ms MG Khumalo,
9 subject to being elected as a director
Shares
For Against Abstain voted
274,527,931 808,762 274,564,91
36,987
8
99.99% 0.01% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution number 5: Placing authorised by unissued ordinary shares under the
10 control of directors
Shares
For Against Abstain voted
253,542,820 803,778 274,569,90
21,027,082
2
92.34% 7.66% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution number 6: General authority to issue shares for cash
11
Shares
For Against Abstain voted
258,089,831 797,328 274,576,35
16,486,521
2
94.00% 6.00% 0.23% 80.69%
0.23% 80.69%
Ordinary resolution number 7: Payment of dividend by way of pro rata reduction of share
12 capital or share premium
Shares
For Against Abstain voted
274,571,452 795,759 274,577,92
6,469
1
100.00% 0.00% 0.23% 80.69%
0.23% 80.69%
Ordinary resolution number 8: Ratification relating to personal financial interest arising
13 from multiple offices in the Group
Shares
For Against Abstain voted
261,407,339 803,986 274,569,69
13,162,355
4
95.21% 4.79% 0.24% 80.69%
0.24% 80.69%
Ordinary resolution number 9: Directors’ authority to implement special and ordinary
14 resolutions
Shares
For Against Abstain voted
274,548,366 796,986 274,576,69
28,328
4
99.99% 0.01% 0.23% 80.69%
0.23% 80.69%
Non-binding advisory vote 1: Endorsement of Remuneration policy
15
Shares
For Against Abstain voted
255,450,639 813,025 274,560,65
19,110,016
5
93.04% 6.96% 0.24% 80.69%
0.24% 80.69%
Non-binding advisory vote 2: Endorsement of Implementation of remuneration policy
16
Shares
For Against Abstain voted
259,297,574 812,325 274,561,35
15,263,781
5
94.44% 5.56% 0.24% 80.69%
0.24% 80.69%
Special resolution number 1: Non-executive director remuneration
17
Shares
For Against Abstain voted
268,720,066 979,238 274,394,44
5,674,376
2
97.93% 2.07% 0.29% 80.64%
0.29% 80.64%
Special resolution number 2: General authority to repurchase shares
18
Shares
For Against Abstain voted
271,799,385 907,725 274,465,95
2,666,570
5
99.03% 0.97% 0.27% 80.66%
0.27% 80.66%
Special resolution number 3: General authority to provide financial assistance to related
19 or inter-related companies and corporations
Shares
For Against Abstain voted
268,735,483 801,405 274,572,27
5,836,792
5
97.87% 2.13% 0.24% 80.69%
0.24% 80.69%
2. GRANTING 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 2022 and ending 30 June 2025. Subject to performance,
vesting will occur in September 2025 and September 2026. The Remuneration Committee has given approval
for the following individual allocations.
Conditional share awards are as follows:
Executive Directors:
NT Madisa 117 000 conditional share awards
MJ Steyn 64 500 conditional share awards
GC McMahon 51 500 conditional share awards
Date: 25 November 2022
Johannesburg
Sponsor: Investec Bank Limited
