STADIO Holdings Limited revealed the outcomes of its highly anticipated Annual General Meeting (AGM) held on 22 June 2023. Shareholders participated remotely via electronic communication and actively voted on a range of resolutions. While most resolutions were successfully passed, one was withdrawn after pre-AGM discussions. Here are the detailed results:
Ordinary Resolutions
| Resolution Number | Description | Votes for (%) | Votes against (%) | Shares voted | Shares voted (%) | Abstained (%) |
|---|---|---|---|---|---|---|
| 1 | Re-elect Busisiwe Vilakazi as a Director | 99.98 | 0.02 | 563,472,785 | 66.01 | 0.05 |
| 2 | Re-elect Tom Brown as a Director | 99.99 | 0.01 | 563,477,910 | 66.01 | 0.05 |
| 3 | Re-appoint Mathukana Mokoka to Audit and Risk Committee | 99.38 | 0.62 | 563,379,745 | 65.99 | 0.06 |
| 4 | Re-appoint Dr. Busisiwe Vilakazi to Audit and Risk Committee | 99.60 | 0.40 | 563,379,745 | 65.99 | 0.06 |
| 5 | Re-appoint Dr. Tom Brown to Audit and Risk Committee | 99.60 | 0.40 | 563,384,870 | 66.00 | 0.06 |
| 6 | Re-appoint PwC Inc. as the auditor | 99.98 | 0.02 | 519,819,507 | 60.89 | 5.16 |
| 7 | General authority to issue ordinary shares for cash (Withdrawn) | – | – | – | – | – |
| 8 | Non-binding endorsement of STADIO Holdings’ remuneration policy | 91.97 | 8.03 | 559,694,827 | 65.56 | 0.49 |
| 9 | Non-binding endorsement of STADIO Holdings’ implementation report on the remuneration policy | 92.78 | 7.22 | 559,694,827 | 65.56 | 0.49 |
Special Resolutions
| Resolution Number | Description | Votes for (%) | Votes against (%) | Shares voted | Shares voted (%) | Abstained (%) |
|---|---|---|---|---|---|---|
| 1 | Remuneration of chairperson of the Board | 99.86 | 0.14 | 563,380,778 | 65.99 | 0.06 |
| 2 | Remuneration of members of the Board | 99.86 | 0.14 | 563,380,778 | 65.99 | 0.06 |
| 3 | Remuneration of chairperson of Audit and Risk Committee | 99.90 | 0.10 | 563,380,864 | 65.99 | 0.06 |
| 4 | Remuneration of members of Audit and Risk Committee | 99.89 | 0.11 | 563,380,864 | 65.99 | 0.06 |
| 5 | Remuneration of chairpersons of Remuneration and Nominations Committee | 99.89 | 0.11 | 563,279,842 | 65.98 | 0.07 |
| 6 | Remuneration of members of Remuneration and Nominations Committee | 99.89 | 0.11 | 563,380,864 | 65.99 | 0.06 |
| 7 | Remuneration of chairperson of Transformation, Social, and Ethics Committee | 99.88 | 0.12 | 563,373,882 | 65.99 | 0.06 |
| 8 | Remuneration of members of Transformation, Social, and Ethics Committee | 99.88 | 0.12 | 563,474,818 | 66.01 | 0.05 |
| 9 | Inter-company financial assistance | 98.72 | 1.28 | 563,383,161 | 65.99 | 0.06 |
| 10 | Financial assistance for subscription and/or acquisition of shares | 95.42 | 4.58 | 563,386,074 | 66.00 | 0.06 |
| 11 | Share repurchases by the Company and its subsidiaries | 99.10 | 0.90 | 563,386,499 | 66.00 | 0.06 |
Note: Total number of shares in issue at the date of the AGM was 853,677,588, of which 3,315,001 were treasury shares.
During the AGM, ordinary resolution number 7, which related to the general authority to issue shares for cash, was withdrawn after discussions between the board of directors and shareholders. It was determined that the Company does not intend to issue any shares for cash using a general authority. Nevertheless, all remaining resolutions were passed with significant majorities.
The re-election of directors was met with high shareholder support. Busisiwe Vilakazi received 99.98% of votes in favor, while Tom Brown secured 99.99% of votes.
The appointment of Mathukana Mokoka as a member and chairperson of the Audit and Risk Committee gained 99.38% approval, with Dr. Busisiwe Vilakazi and Dr. Tom Brown also re-appointed as committee members, achieving 99.60% support for each.
PwC Inc. retained its position as the company’s auditor with 99.98% of votes in favor, reinforcing investor confidence in their services.
Non-binding endorsements of STADIO Holdings’ remuneration policy and implementation report on the remuneration policy received approval from the majority of shareholders, with 91.97% and 92.78% voting in favor, respectively.
The AGM concluded with the passing of special resolutions related to the remuneration of various committees within the company, inter-company financial assistance, financial assistance for share subscriptions and/or acquisitions, and share repurchases by the Company and its subsidiaries.
