In a gathering of AVI Limited shareholders at the Annual General Meeting (AGM) on Wednesday, 8 November 2023, the company’s fate for the upcoming year was sealed through a series of resolutions. The shareholders spoke, and the results are now in the public domain.

Resolutions at a Glance

The AGM, held at 11h00, witnessed an active participation of shareholders, both in person and through proxies. With a total of 338,845,070 shares in issue at the time of the meeting, each resolution was scrutinized and put to vote. Let’s delve into the key resolutions and their outcomes.

Resolution 1: Adoption of Annual Financial Statements

• Number of shares voted: 274,569,557
• Percentage of shares in issue: 80.15%
• For: 100.00%
• Against: 0.00%
• Abstained: 0.42%

The shareholders demonstrated unanimous support for the adoption of AVI’s annual financial statements, with a resounding 100% in favor.

Resolution 2: Re-appointment of Ernst & Young Inc. as External Auditors

• Number of shares voted: 272,174,777
• Percentage of shares in issue: 80.32%
• For: 99.78%
• Against: 0.22%
• Abstained: 0.24%

Ernst & Young Inc. secured a solid vote of confidence from the shareholders, with a robust 99.78% supporting their re-appointment.

Directorial Decisions

The AGM also witnessed decisions related to the composition of AVI’s board of directors. Shareholders had their say on the re-election and election of directors.

Resolution 3: Re-election of Mrs. A Muller as a Director

• Number of shares voted: 272,173,024
• Percentage of shares in issue: 80.32%
• For: 98.79%
• Against: 1.21%
• Abstained: 0.24%

Mrs. A Muller retained her position as a director, garnering significant support with 98.79% of votes in favour.

Resolution 4: Re-election of Mr. M Koursaris as a Director

• Number of shares voted: 272,174,777
• Percentage of shares in issue: 80.32%
• For: 97.79%
• Against: 2.21%
• Abstained: 0.24%

Mr. M Koursaris faced a slightly higher dissenting vote, but ultimately secured re-election with 97.79% support.

New Faces on the Board

Several resolutions cantered around the election of new directors, introducing fresh perspectives to AVI’s leadership.

Resolution 5: Election of Mr. MJ Watters as a Director

• Number of shares voted: 272,173,024
• Percentage of shares in issue: 80.32%
• For: 99.29%
• Against: 0.71%
• Abstained: 0.24%

Mr. MJ Watters entered the board with strong backing, securing 99.29% of votes in favor of his election.

Resolution 6: Election of Mr. SG Robinson as a Director

• Number of shares voted: 272,173,024
• Percentage of shares in issue: 80.32%
• For: 99.55%
• Against: 0.45%
• Abstained: 0.24%

Mr. SG Robinson also found favor with shareholders, with a solid 99.55% supporting his directorial role.

Resolution 7: Election of Ms. MR Mouyeme as a Director

• Number of shares voted: 272,173,024
• Percentage of shares in issue: 80.32%
• For: 100.00%
• Against: 0.00%
• Abstained: 0.24%

Ms. MR Mouyeme received unanimous support, with every shareholder voting in favor of her election to the board.

Committee Appointments

With the board composition settled, shareholders also had their say in the appointment of key committee members.

Resolution 8: Appointment of Mr. SG Robinson as Chairman of the Audit and Risk Committee

• Number of shares voted: 272,173,024
• Percentage of shares in issue: 80.32%
• For: 99.55%
• Against: 0.45%
• Abstained: 0.24%

Mr. SG Robinson secured his role as the Chairman of the Audit and Risk Committee with a decisive 99.55% vote in favour.

Resolution 9: Appointment of Mrs. A Muller as a Member of the Audit and Risk Committee

• Number of shares voted: 272,173,024
• Percentage of shares in issue: 80.32%
• For: 98.85%
• Against: 1.15%
• Abstained: 0.24%

Mrs. A Muller’s appointment to the Audit and Risk Committee also gained substantial support, with 98.85% of votes in favour.

Resolution 10: Appointment of Ms. MR Mouyeme as a Member of the Audit and Risk Committee

• Number of shares voted: 272,173,024
• Percentage of shares in issue: 80.32%
• For: 97.10%
• Against: 2.90%
• Abstained: 0.24%

Ms. MR Mouyeme rounded up the appointments to the Audit and Risk Committee, securing her role with a 97.10% majority.

Withdrawn Resolutions and Special Resolutions

It’s worth noting that Resolutions 11 to 18 were withdrawn at the AGM and not voted on, indicating a strategic decision by the company.

Special Resolution 19: Increase in Fees for Non-executive Directors (Excluding Chairman)

• Number of shares voted: 271,608,301
• Percentage of shares in issue: 80.16%
• For: 99.60%
• Against: 0.40%
• Abstained: 0.41%

The increase in fees for non-executive directors, excluding the Chairman, garnered strong support with 99.60% of votes in favour.

Special Resolution 20: Increase in Fees for the Chairman of the Board

• Number of shares voted: 271,615,429
• Percentage of shares in issue: 80.16%
• For: 99.86%
• Against: 0.14%
• Abstained: 0.40%

Similarly, the proposal to increase fees for the Chairman of the Board received overwhelming support, with 99.86% in favour.

Engaging the Dissenting Shareholders

While most resolutions sailed through smoothly, the non-binding advisory resolutions 33 and 34, related to the remuneration policy and the implementation report, faced dissent.

Resolution 33: Non-binding Advisory Vote to Endorse the Remuneration Policy

• Number of shares voted: 272,069,499
• Percentage of shares in issue: 80.29%
• For: 65.16%
• Against: 34.84%
• Abstained: 0.27%

A significant 34.84% of shareholders dissented in the endorsement of the remuneration policy, prompting a call for engagement.

Resolution 34: Non-binding Advisory Vote to Endorse the Implementation Report

• Number of shares voted: 264,270,495
• Percentage of shares in issue: 77.99%
• For: 33.57%
• Against: 66.43%
• Abstained: 2.57%

The implementation report faced even stronger dissent, with 66.43% voting against its endorsement.

Conclusion

AVI’s AGM showcased a robust democratic process, with shareholders actively participating in shaping the future trajectory of the company. While most resolutions passed with overwhelming support, the dissenting votes on the advisory resolutions highlight the importance of shareholder engagement in matters of corporate governance and remuneration policies.

As AVI navigates the outcomes of this AGM, the company remains committed to fostering transparency and collaboration with its shareholders, ensuring a harmonious relationship in the pursuit of corporate success.