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AYO TECHNOLOGY SOLUTIONS LIMITED – Results of the Annual General Meeting

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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 08:30 today, Tuesday, 23 February 2021, 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 340 565 389
shares being 98.97% 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 19 – 21 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:
Prof L Fourie 99.94% 0.06% 340 565 389 98.97% 0

Ordinary resolution
number 2:
To confirm the
appointment of the
following Director:
Advocate NA
Ramatlhodi, 70.64% 29.36% 340 565 389 98.97% 0

Ordinary resolution
number 3:
To confirm the
appointment of the
following Director:
Ms RP Mosia, 70.64% 29.36% 340 565 389 98.97% 0

Ordinary resolution
number 4:
To confirm the
appointment of the
following Director:
Dr WA Mgoqi, 99.94% 0.06% 340 565 389 98.97% 0

Ordinary resolution
number 5:
To re-elect the
following Director
who retires by
rotation:
Dr DH George 99.94% 0.06% 340 565 389 98.97% 0

Ordinary resolution
number 6:
To re-elect the
following Director
who retires by
rotation:
Mrs A Amod 70.64% 29.36% 340 565 389 98.97% 0

Ordinary resolution
number 7:
To appoint Ms RP
Mosia as a member
of the audit and risk
committee 70.64% 29.36% 340 565 389 98.97% 0

Ordinary resolution
number 8:
To appoint Dr DH
George as a
member of the
audit and risk
committee 99.94% 0.06% 340 565 389 98.97% 0

Ordinary resolution
number 9:
To appoint
Advocate NA
Ramatlhodi as a
member of the
audit and risk
committee 70.64% 29.36% 340 565 389 98.97% 0

Ordinary resolution
number 10:
To appoint Ms AB
Amod as a member
of the audit and risk
committee 70.64% 29.36% 340 565 389 98.97% 0

Ordinary resolution
number 11:
To appoint Dr DH
George as a
member of the SET
committee 99.94% 0.06% 340 565 389 98.97% 0

Ordinary resolution
number 12:
To appoint Mr I
Amod as a member
of the SET
committee 99.94% 0.06% 340 565 389 98.97% 0

Ordinary resolution
number 13:
To appoint Ms RP
Mosia as a member
of the SET
committee 99.94% 0.06% 340 565 389 98.97% 0

Ordinary resolution
number 14:
To appoint Mrs V
Govender as a
member of the SET
committee 99.94% 0.06% 340 565 389 98.97% 0

Ordinary resolution
number 15:
To appoint Mrs A
Amod as a member
of the SET
committee 99.94% 0.06% 340 565 389 98.97% 0

Ordinary resolution
number 16:
Ratification of
Thawt Inc. and
Crowe JHB as
auditors for the
2020 financial year 100% 0% 340 565 389 98.97% 0

Ordinary resolution
number 17:
To appoint Thawt
Inc and Crowe JHB
as auditors of the
Company 100% 0% 340 565 389 98.97% 0

Ordinary resolution
number 18:
Control of
authorised but
unissued ordinary
shares 70.64% 29.36% 340 565 389 98.97% 0

Ordinary resolution
number 19:
Approval to issue
ordinary shares
and/or options for
cash 70.64% 29.36% 340 565 389 98.97% 0

Ordinary resolution
number 20:
Non-binding
advisory vote on
the Remuneration
policy of the
Company 70.64% 29.36% 340 565 389 98.97% 0

Ordinary resolution
number 21: Non-
binding advisory
vote on the
implementation of
the remuneration
policy of the
Company 70.64% 29.36% 340 565 389 98.97% 0

Special resolution
number 1:
To approve the
remuneration of the
non-executive
Directors 9.94% 29.36% 340 565 389 98.97% 0

Special resolution
number 2:
To approve inter-
company financial
assistance 70.64% 29.36% 340 565 389 98.97% 0

Special resolution
number 3:
To approve
financial assistance
for the subscription
or purchase of
shares in the
Company or in a
related or inter-
related company 70.64% 29.36% 340 565 389 98.97% 0

Special resolution
number 4:
Approval for the
Company or its
subsidiaries to
repurchase shares
of the Company 99.94% 0.06% 340 565 389 98.97% 0

Shareholders are further advised that due to Ordinary resolution numbers 20 and 21 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
23 February 2021

Joint Sponsor
Vunani Sponsors

Joint Sponsor
Merchantec Capital

Date: 23-02-2021 04:45:00
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