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Results of the Annual General Meeting of Master Drilling Held on Thursday, 6 June 2019
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 THURSDAY, 6 JUNE 2019
Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Thursday, 6 June 2019 at 09h00 at
BDO offices, Wanderers Office Park, 52 Corlett Drive, Illovo, Johannesburg were as follows:
1. Annual Financial Statements
The consolidated audited annual financial statements of the Company, together with the auditors’, Audit and Social Ethics and Sustainability committees’
and Directors’ reports for the year ended 31 December 2018 were considered.
Presentation of For % Against % Abstain % Shares Voted %
Annual
135,686,313 100.00% 3,200 0.00% 35, 090 0.02% 135,689,313 90.10%
Financial
Statements
2. Ordinary resolution number 2 – Appointment of BDO South Africa Incorporated as the auditor of the Company
BDO was appointed as the independent registered auditor of the Company until the conclusion of the next annual general meeting.
Appointment For % Against % Abstain % Shares Voted %
of BDO South
Africa 135,600,032 99.93% 89,481 0.07% 35, 090 0.02% 135,689,513 90.10%
Incorporated
as auditor of
the Company
3. Ordinary resolution number 3: Re-election of Non-Executive Director
Shane Trevor Ferguson was re-elected by separate resolution for a further term of office.
Re-election For % Against % Abstain % Shares %
of Non- Voted
Executive
Director
Shane Trevor 134,400,051 99.05% 1,289,462 0.95% 35, 090 0.02% 135,689,513 90.10%
Ferguson
4. Ordinary resolution number 4: Election/Re-appointment of members of the Audit Committee
Messrs Andries Willem Brink, Octavia Matshidiso Matloa, Akhter Alli Deshmukh (all Independent Non-Executive Directors) and Shane Trevor Ferguson
(Non-Executive Director) 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/Re- For % Against % Abstain % Shares Voted %
appointment of
members of the
Audit Committee
4.1 Andries 135,685,679 100.00% 3,834 0.00% 35, 090 0.02% 135,689,513 90.10%
Willem
Brink
4.2 Octavia 135,685,713 100.00% 3,800 0.00% 35, 090 0.02% 135,689,513 90.10%
Matshidiso
Matloa
4.3 Shane 130,153,736 95.92% 5,535,777 4.08% 35, 090 0.02% 135,689,513 90.10%
Trevor
Ferguson
4.4 Akhter Alli 135,685,713 100.00% 3,800 0.00% 35, 090 0.02% 135,689,513 90.10%
Deshmukh
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 For % Against % Abstain % Shares Voted %
authority
to
Directors
to allot
and issue
authorised
but
unissued
ordinary
shares
117,547,511 86.63% 18,143,552 13.37% 33, 540 0.02% 135,691,063 90.10%
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 7,529,639 ordinary shares and which authority is only valid
until the next annual general meeting, was approved.
General For % Against % Abstain % Shares Voted %
authority
for
Directors
to issue
shares for
cash
117,547,511 86.63% 18,143,552 13.37% 33,540 0.02% 135,691,063 90.10%
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 the For % Against % Abstain % Shares Voted %
Master Drilling
remuneration
policy
107,125,340 78.96% 28,549,119 21.04% 50,144 0.03% 135,674,459 90.09%
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 Voted %
implementation
report on the
Master Drilling
remuneration
policy
113,692,055 83.79% 21,989,308 16.21% 43,240 0.03% 135,681,363 90.10%
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 authority to Voted
acquire Master Drilling
ordinary shares
132,017,706 97.29% 3,673,357 2.71% 33,540 0.02% 135,691,063 90.10%
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 2019, 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
135,657,675 99.98% 21,384 0.02% 45,544 0.03% 135,679,059 90.10%
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.
For % Against % Abstain % Shares %
Financial assistance in Voted
terms of sections 44 and
45 of the Companies Act
135,684,534 100.00% 4,979 0.00% 35,090 0.02% 135,689,513 90.10%
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
6 June 2019
Sponsor
Investec Bank Limited
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