ADvTECH Limited
(Incorporated in the Republic of South Africa)
(Registration number 1990/001119/06)
Share code: ADH ISIN: ZAE000031035
(“ADvTECH” or “the Company”)
RETIREMENT OF CHAIRMAN AND NON-EXECUTIVE DIRECTOR POLICY
ADOPTION OF NON-EXECUTIVE DIRECTOR POLICY OF TENURE AND THE COMPANY’S MEMORANDUM OF INCORPORATION
The Board of Directors of the Company had adopted an internal non-executive director tenure policy in 2019, in terms of which all non-executive directors who have served on the board for a period of nine years or longer and/or have reached the age of 70 or older must stand for re-election on an annual basis. In addition, a non-executive director may not serve on the board for a tenure of longer than 12 years.
In terms of the Company’s Memorandum of Incorporation, the directors of the Board may elect from their number a Chairman and decide the period for which the Chairman is to hold office from time to time.
RETIREMENT OF BOARD CHAIRMAN AND PROCESS FOR THE APPOINTMENT OF NEW BOARD CHAIRMAN
In pursuance of the above, and in accordance with paragraph 3.59(c) of the JSE Limited Listings Requirements, shareholders are hereby advised that Mr Chris Boulle is due to retire in September 2023 having reached his 12-year tenure on the board. Mr Boulle was appointed as an alternate director in September 2011 and subsequently as non-executive director in March 2013.
The Board has requested Mr Boulle to stay in office, subject to shareholder approval at the upcoming Annual General Meeting to be held on 18 May 2023, until the conclusion of the 2024 Annual General Meeting as such extension of tenure would be in the best interests of the Company.
The Board has further, in line with the recommendation of Principle 7 of King IV™, conducted an assessment on the independence of Mr Boulle and is satisfied that notwithstanding his tenure on the Board, he remains independent.
Mr Boulle has indicated his willingness to continue to hold office until the conclusion of the 2024 Annual General Meeting and at which meeting, he will then retire as a director, as Chairman of the Board, Chairman of the Nominations Committee and member of the Transformation, Social and Ethics Committee.
The Board has commenced a process to appoint a suitable candidate as successor to Mr Boulle and is confident that such a candidate will be identified in the near future and well prior to Mr Boulle stepping down. Shareholders will be advised, in accordance with the provisions of the JSE Limited Listings Requirements, as soon as such a candidate has been identified.
Johannesburg
17 April 2023
Sponsor: Bridge Capital Advisors Proprietary Limited