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Results of the Annual General Meeting of Master Drilling Held on Thursday, 11 June 2026
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")
RESULTS OF THE ANNUAL GENERAL MEETING OF MASTER DRILLING HELD ON THURSDAY, 11 JUNE 2026
Master Drilling shareholders are advised that the results of the business conducted at the Annual General Meeting held on Thursday, 11 June 2026 at 09h00
at Master Drilling Group Limited Board Room, 4 Bosman Street, Fochville were as follows:
1. Ordinary resolution number 1: Appointment of Deloitte & Touche South Africa as the auditor of the Company
Deloitte & Touche South Africa 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 Deloitte &
Touche South 126 174 782 99,41% 747 738 0,59% 7 825 0,01% 126 922 520 84,31%
Africa as
auditor of the
Company
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 109 683 701 99,32% 747 738 0,68% 16 498 906 10,96% 110 431 439 73,36%
van der
Merwe
3. Ordinary resolution number 3: Re-election of Non-Executive Director
Akhter Alli Deshmukh was re- elected by separate resolution as a Non-Executive Director.
Re- election For % Against % Abstain % Shares Voted %
of Non-
Executive
Director
Akhter Alli 110 296 439 86,90% 16 626 081 13,10% 7 825 0,01% 126 922 520 84,31%
Deshmukh
4. Ordinary resolution numbers 4.1to 4.3: Election of members of the Audit Committee
Andries Willem Brink, Akhter Alli Deshmukh, Mamokete Emily Ramathe (all Independent Non-Executive Directors) were 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.
Election of For % Against % Abstain % Shares %
members of the Voted
Audit Committee
4.1 Andries 126 922 520 100,00% - 0,00% 7 825 0,01% 126 922 520 84,31%
Willem
Brink
4.2 Akhter Alli 108 561 850 85,53% 18 360 670 14,47% 7 825 0,01% 126 922 520 84,31%
Deshmukh
4.3 Mamokete 126 922 520 100,00% - 0,00% 7 825 0,01% 126 922 520 84,31%
Emily
Ramathe
5. Ordinary resolutions number 5.1 to 5.3: Election of members of the Social, Ethics and Sustainability Committee
Mamokete Emily Ramathe, Akhter Alli Deshmukh, Hendrik Johannes Faul (all Independent Non-Executive Directors) were each elected by way of
separate resolution as members of the Master Drilling Social, Ethics and Sustainability Committee with effect from the end of the Annual General Meeting.
Election of For % Against % Abstain % Shares %
members of the Voted
Social, Ethics and
Sustainability
Committee
5.1 Mamokete 126 922 520 100,00% - 0,00% 7 825 0,01% 126 922 520 84,31%
Emily
Ramathe
5.2 Akhter Alli 110 296 439 86,90% 16 626 081 13,10% 7 825 0,01% 126 922 520 84,31%
Deshmukh
5.3 Hendrik 110 431 439 100,00% - 0,00% 16 498 906 10,96% 110 431 439 73,36%
Johannes
Faul
6. Ordinary resolution number 6: 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 101 203 701 79,74% 25 718 819 20,26% 7 825 0,01% 126 922 520 84,31%
7. Ordinary resolution number 7: General authority for Directors to issue shares for cash
The general authority for Directors to issue ordinary shares for cash, subject to the limits contained in the Notice of Annual General Meeting and the JSE
Listings Requirements 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 ordinary
shares for cash 101 203 701 79,74% 25 718 819 20,26% 7 825 0,01% 126 922 520 84,31%
8. Ordinary resolution number 8: Acquisition of the Company's own 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,
subject to the requirements of the Companies Act and the JSE Listings Requirements, was approved . ** Note:
Acquisition of the For % Against % Abstain % Shares %
Company's own Voted
shares 126 412 520 99,60% 510 000 0,40% 7 825 0,01% 126 922 520 84,31%
9. Ordinary resolution number 9: 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. ** Note:
Approval of the For % Against % Abstain % Shares Voted %
Master Drilling
remuneration
policy 107 131 820 84,41% 19 790 700 15,59% 7 825 0,01% 126 922 520 84,31%
10. Ordinary resolution number 10: 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
remuneration
policy 108 351 809 85,37% 18 570 711 14,63% 7 825 0,01% 126 922 520 84,31%
11. Special resolution number 1: Directors' fees
The remuneration to be paid to Directors for their services as Directors for the year commencing 1 July 2026, 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
125 487 890 98,87% 1 434 630 1,13% 7 825 0,01% 126 922 520 84,31%
12. Special resolution number 2: 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 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.
For % Against % Abstain % Shares %
Financial Voted
assistance in
terms of
sections 44 and
45 of the
Companies Act 126 922 520 100,00% - 0,00% 7 825 0,01% 126 922 520 84,31%
Notes:
a) ** Notification was given on 22 May 2026 that the Companies Act amendments, relating to remuneration disclosure and approval requirements, came into
force with immediate effect. The Master Drilling Notice of AGM, remuneration policy and remuneration committee report were circulated to shareholders
on 29 April 2026 and the relevant resolutions were therefore proposed as non-binding resolutions. The AGM must be conducted in accordance with the
law prevailing at the time of distribution of the Notice of AGM and, hence, the two remuneration resolutions were put to shareholders as non-binding
resolutions, as set out in the Notice. Master Drilling will comply with its reporting obligations in terms of the amendments to the Companies Act.
b) The total number of shares that could be exercised at the meeting was 150 536 779
c) The total number of shares present/represented at the meeting (including proxies), as a percentage (%) of the voteable shares was 84,32%
d) The total number of shares present/represented at the meeting (including proxies) was 126 930 345
e) The percentage of shares voted for and against each resolution, is calculated in relation to the number of shares represented at the AGM.
f) The percentage of shares abstained, and the total votes, is calculated in relation to the total number of shares that could be exercised at the meeting.
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
11 June 2026
Sponsor
Investec Bank Limited
Date: 11-06-2026 12:39:00
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