DTC 201809200043A
Report on proceedings at the annual general meeting and changes to the board
Datatec Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1994/005004/06)
Share code: DTC
ISIN: ZAE000017745
("Datatec" or “the Company”)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD
The annual general meeting (“AGM”) of the shareholders of Datatec was held today, 20 September 2018.
Datatec consulted with shareholders before the meeting and noted shareholders’ concerns in particular about: non-executive directors’ length of tenure; the external
auditor’s length of tenure; and remuneration policy and implementation.
As a result of the consultation, ordinary resolution 2 was withdrawn from voting at the AGM. The other ordinary and special resolutions proposed at the meeting were
unaltered from those reflected in the Notice of AGM and were approved by the requisite majority of votes, except the non-binding advisory vote on the remuneration
implementation report. The Board plans to continue consulting with shareholders through a comprehensive engagement process which will include a series of meetings
to be arranged with key shareholders before the end of the calendar year.
CHANGES TO THE BOARD OF DIRECTORS
As a result of the decision to withdraw ordinary resolution 2, Mr Nick Temple has not sought re-election to the Board and accordingly his resignation by rotation is
effective and he ceases to be a director of Datatec today.
As previously announced, Mr Chris Seabrooke has retired from the Board with effect from today.
DETAIL OF VOTING STATISTICS AT THE AGM
Datatec confirms the voting statistics from the AGM as follows:
Total number of shares in issue (at meeting record date) 242 960 000
Treasury shares (excluded from voting) 14 315
Shares repurchased for cancellation (at meeting record date) 4 870 188
Total number of shares (voteable shares) 238 075 497
Total number of shares represented (including proxies) at the AGM 219 912 523
Proportion of total voteable shares represented at the AGM 92.4%
Votes as a percentage of the total Number of Shares voted as a Shares abstained as
number of shares voted at the shares voted percentage of the a percentage of the
meeting total voteable total voteable
Resolutions shares shares
For Against
Ordinary resolution number 1
Re-election of O Ighodaro 75.0% 25.0% 219 411 031 92.2% 0.2%
Ordinary resolution number 2
Re-election of NJ Temple Withdrawn from voting
Ordinary resolution number 3
Election of E Singh-Bushell 100.0% 0.0% 219 411 031 92.2% 0.2%
Ordinary resolution number 4
Reappointment of independent auditors 57.9% 42.1% 219 666 031 92.3% 0.1%
Ordinary resolution number 5
Election of Audit, Risk and Compliance
Committee members:
5.1 – MJN Njeke 89.9% 10.1% 219 411 031 92.2% 0.2%
5.2 – O Ighodaro 75.2% 24.8% 219 411 031 92.2% 0.2%
5.3 – E Singh-Bushell 100.0% 0.0% 219 411 031 92.2% 0.2%
Ordinary resolution number 6
Non-binding advisory vote on the 50.2% 49.8% 219 666 031 92.3% 0.1%
remuneration policy
Ordinary resolution 7
Non-binding advisory vote on 37.2% 62.8% 219 666 031 92.3% 0.1%
remuneration implementation report
Special resolution number 1
Approval of non-executive directors’ 95.3% 4.7% 219 666 031 92.3% 0.1%
fees
Special resolution number 2
Authority to provide financial 99.7% 0.3% 219 666 031 92.3% 0.1%
assistance to any Group company
Special resolution number 3
General authority to repurchase shares 97.1% 2.9% 219 666 031 92.3% 0.1%
Ordinary resolution number 8
Authority to sign all documents 100.0% 0.0% 219 666 031 92.3% 0.1%
required
The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Sandton
20 September 2018
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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