14 Jun - 6 min read

Result of Annual General Meeting

Result of Annual General Meeting

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 MONDAY, 14 JUNE 2021
Result of Annual General Meeting

Master Drilling shareholders are advised that the results of the business conducted at the annual general meeting held on Monday, 14 June 2021 at 09h00
facilitated electronically by means of Microsoft Teams were as follows:



1.    Ordinary resolution number 1 – Appointment of BDO South Africa Incorporated as the auditor of the Company

      BDO 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 BDO South
       Africa                127,736,532         93.60%    8,734,917          6.40%       45,925           0.03%       136,471,449              90.22%
       Incorporated
       as auditor of
       the Company


2.   Ordinary resolution number 2.1: 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            118,752,237               100.00%               -        0.00%       17,765,137   11.74%        118,752,237   78.51%
      van der
      Merwe




3.   Ordinary resolution number 2.2: Re-election of Non-Executive Director

     Andries Willem Brink was re-elected by separate resolution as a Non-Executive Director.

      Re-election                      For                     %       Against                 %   Abstain               %        Shares         %
      of Non-                                                                                                                      Voted
      Executive
      Director
      Andries                 136,445,118                 99.98%        26,331         0.02%         45,925         0.03%     136,471,449   90.22%
      Willem Brink




4.   Ordinary resolution number 2.3: Resolution not to fill any vacancies on the Board resulting from the non-election of any retiring non-executive
     director

      Resolution                      For                     %       Against             %     Abstain                %         Shares                %
      not to fill any                                                                                                             Voted
      vacancies on
      the Board
      resulting from
      the non-
      election of
      any retiring
      non-executive
      director
                              136,444,577                99.95%              -        0.00%      10,500            0.01%    136,506,874         90.24%




5.   Ordinary resolution number 3: Election of Alternate Director

     Fred George Dixon was elected by separate resolution as an alternate director to Gareth Robert Sheppard


      Election of                     For                     %       Against             %       Abstain              %         Shares                %
      Alternate                                                                                                                   Voted
      Director
      Fred George             118,752,237               100.00%              -        0.00%    17,765,137         11.74%    118,752,237         78.51%
      Dixon



6.   Ordinary resolution number 4: Election/Re-appointment of members of the Audit Committee

     Messrs Andries Willem Brink, 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        136,445,118        99.98%         26,331         0.02%         45,925           0.03%         136,471,449             90.22%
                Willem
                Brink

      4.2       Shane           99,581,783        83.86%    19,170,454         16.14%     17,765,137          11.74%         118,752,237             78.51%
                Trevor
                Ferguson

      4.3       Akhter Alli    133,460,226        97.79%      3,011,223         2.21%         45,925           0.03%         136,471,449             90.22%
                Deshmukh


7.   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

                             115,271,088             84.47%       21,200,361             15.53%         45,925          .03%      136,471,449          90.22%




8.   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
                             116,542,005             85.37%       19,964,869             14.63%         10,500         0.01%      136,506,874          90.24%



9.    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
                      109,717,724                  92.39%        9,034,513            7.61%          17,765,137       11.74%               118,752,237        78.51%




10.   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
                   115,891,890                   97.59%        2,860,347            2.41%           17,765,137       11.74%                118,752,237        78.51%




11.   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

                                 133,460,226      97.79%               3,011,223      2.21%         45,925           0.03%     136,471,449                 90.22%

12.   Special resolution number 2: Directors’ fees

      The remuneration to be paid to Directors for their services as Directors for the year commencing 1 July 2021, 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

                                      134,255,053     98.39%          2,193,385        1.61%        68,936          0.05%     136,448,438                  90.21%

13.   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

                                     136,471,438           100.00%                -        0%        45,936         0.03%     136,471,438                  90.22%

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
14 June 2021

Sponsor
Investec Bank Limited


Date: 14-06-2021 03:01:00
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