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Results of the Annual General Meeting

Published: 2022-03-10 14:17:00 ET

AYO Tech Solutions (JSE:AYO) News - Results of the Annual General Meeting

AYO TECHNOLOGY SOLUTIONS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1996/014461/06
JSE share code: AYO
ISIN: ZAE000252441
(“AYO” or “the Company”)


RESULTS OF THE ANNUAL GENERAL MEETING


Shareholders are hereby advised that the results of the voting at the annual general meeting (“AGM”)
of the Company held at 10:00 today, Thursday, 10 March 2022, on the Microsoft Teams Platform, are
set out below.

Shareholders are further advised that
-     there were 344 123 944 shares in issue as at the date of the AGM; and
-     the total number of shares that were present represented by proxy at the AGM was 303 894 838
      shares being 88.31% of the total number of shares in issue.

All the resolutions, as set out in the Integrated Annual Report posted to shareholders, were duly
approved by the requisite majority of shareholders present and voting other than the following:
•      Ordinary resolutions number 14 - 16 relating to the general authority to issue ordinary shares for
       cash, non-binding advisory vote on the remuneration policy of the company, non-binding advisory
       vote on the implementation of the remuneration policy of the Company;
•      Special resolution number 2 relating to inter-company financial assistance; and
•      Special resolution number 3 relating to financial assistance for the subscription and/or purchase of
       shares in the Company or a related or inter-related company.

                                                Votes
                              Votes for        against
                             resolution       resolution
                                as a             as a                         Number of         Number of
                            percentage       percentage                           shares          shares
                                of total         of total                        voted at      abstained
                             number of        number of        Number of        AGM as a          as a
Resolutions                     shares           shares          shares        percentage      percentage
proposed at the                voted at         voted at        voted at       of shares in    of shares in
AGM                               AGM             AGM             AGM             issue           issue
   
Ordinary resolution
number 1:
To confirm the
appointment of the
following Director:            99,97%           0,03%        303 894 838        88,31%           0,00%
Mr S Rasethaba

Ordinary resolution
number 2:
To re-elect the
following Director
who retires by
rotation:                      99,97%           0,03%        303 894 838        88,31%           0,00%
Prof L Fourie

Ordinary resolution
number 3:
To re-elect the
following Director
who retires by
rotation:                     67,14%           32,86%        303 894 838        88,31%           0,00%
Ms AB Amod

Ordinary resolution
number 4:
To re-elect the
following Director
who retires by
rotation:                     67,14%           32,86%        303 894 838        88,31%           0,00%
Adv NA Ramathlodi

Ordinary resolution
number 5:
To appoint Ms RP
Mosia as a member
of the audit and risk         67,14%           32,86%        303 894 838        88,31%           0,00%
committee
    
Ordinary resolution
number 6:
To appoint Dr DH
George as a
member of the
audit and risk                99,97%           0,03%         303 894 838        88,31%           0,00%
committee

Ordinary resolution
number 7:
To appoint
Advocate NA
Ramatlhodi as a
member of the
audit and risk                67,14%           32,86%        303 894 838        88,31%           0,00%
committee

Ordinary resolution
number 8:
To appoint Ms AB
Amod as a member
of the audit and risk         67,14%           32,86%        303 894 838        88,31%           0,00%
committee

Ordinary resolution
number 9:
To appoint Dr DH
George as a
member of the SET             99,97%            0,03%        303 894 838        88,31%           0,00%
committee

Ordinary resolution
number 10:
To appoint Ms RP
Mosia as a member
of the SET                    99,97%            0,03%        303 894 838        88,31%           0,00%
committee

Ordinary resolution
number 11:
To appoint Ms AB
Amod as a member
of the SET                    99,97%            0,03%        303 894 838        88,31%           0,00%
committee

Ordinary resolution
number 12:
To appoint Thawt
Inc and Crowe JHB
as auditors of the            99,97%            0,03%         303 894 838       88,31%           0,00%
Company

Ordinary resolution
number 13:
Control of
authorised but
unissued ordinary             67,14%            32,86%        303 894 838       88,31%           0,00%
shares

Ordinary resolution
number 14:
Approval to issue
ordinary shares
and/or options for            67,14%            32,86%        303 894 838       88,31%           0,00%
cash

Ordinary resolution
number 15:
Non-binding
advisory vote on
the Remuneration
policy of the                 67,14%            32,86%        303 894 838       88,31%           0,00%
Company

Ordinary resolution
number 16: Non-
binding advisory
vote on the
implementation of
the Remuneration
policy of the                 67,14%            32,86%        303 894 838       88,31%           0,00%
Company

Ordinary
Resolution 17:
Directors authority
to sign                       99,97%             0,03%        303 894 838       88,31%           0,00%
documentation

Special resolution
number 1:
To approve the
remuneration of the
non-executive                 99,97%             0,03%        303 894 838       88,31%           0,00%
Directors

Special resolution            
number 2:
To approve inter-
company financial             67,14%           32,86%          303 894 838      88,31%           0,00%
assistance

Special resolution
number 3:
To approve
financial assistance
for the subscription
or purchase of
shares in the
Company or in a
related or inter-             67,14%         32,86%            303 894 838       88,31%          0,00%
related company 

Special resolution
number 4:
Approval for the
Company or its
subsidiaries to
repurchase shares            99,97%          0,03%             303 894 838       88,31%          0,00%
of the Company


Shareholders are further advised that due to Ordinary resolution numbers 15 and 16 relating to the
approval of the Company’s remuneration policy and its implementation, respectively, being voted
against by more than 25% of AYO shareholders, an invitation is hereby extended to such dissenting
shareholders to engage with the Company.

Those wishing to do so should, in the first instance, contact the group secretary at
wazeer.moosa@ayotsl.com.



Cape Town
10 March 2022


Joint Sponsor
Vunani Sponsors

Joint Sponsor
Merchantec Capital

Date: 10-03-2022 04:17:00
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All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.