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Report on Proceedings at the 2026 Annual General Meeting and Director Changes and Committee Constitution
Bid Corporation Limited
(Incorporated in the Republic of South Africa)
Registration number: 1995/008615/06
Share code: BID
ISIN: ZAE000216537
(“Bidcorp”)
REPORT ON PROCEEDINGS AT THE 2026 ANNUAL GENERAL MEETING AND
DIRECTOR CHANGES AND COMMITTEE CONSTITUTION
At the annual general meeting (“AGM” or “the meeting”) of the shareholders of Bidcorp held today, Thursday,
October 22nd 2026, the ordinary and special resolutions proposed at the meeting were unmodified from those
reflected in the Notice of AGM and were all approved by the requisite majority votes.
At the AGM of the shareholders of Bidcorp held today, Thursday, 22 October 2026, the ordinary and special resolutions proposed at the meeting
were unaltered from that reflected in the Notice of AGM and were approved by the requisite majority of votes.
Total number of shares in issue 336 904 212
Total number of shares represented (including proxies) at the AGM 263 351 071
Proportion of total voteable shares represented at the AGM 78,17%
Votes cast disclosed Shares
as a percentage of Shares voted
abstained
the total number of disclosed as a
Number of disclosed as a
Resolution shares voted at the percentage of
Shares Voted percentage of
meeting the total issued
the total issued
shares
For Against shares
Ordinary resolution 1: Reappointment of external
1 99,99% 0,01% 263 063 275 78,08% 0,09%
auditor
2 Ordinary resolution 2.1: Election of director - TJ Brown 99,96% 0,04% 262 501 164 77,92% 0,25%
3 Ordinary resolution 2.2: Election of director - K Ostin 93,05% 6,95% 262 501 164 77,92% 0,25%
Ordinary resolution 3.1: Re-election of director - BL
4 99,98% 0,02% 262 643 512 77,96% 0,21%
Berson
Ordinary resolution 3.2: Re-election of director - DE
5 99,97% 0,03% 262 643 512 77,96% 0,21%
Cleasby
Ordinary resolution 3.3: Re-election of director - S
6 98,14% 1,86% 262 501 164 77,92% 0,25%
Koseff
Ordinary resolution 4.1: Election of audit and risk
7 73,16% 26,84% 262 003 131 77,77% 0,40%
committee member - H Wiseman
Ordinary resolution 4.2: Election of audit and risk
8 99,84% 0,16% 262 501 164 77,92% 0,25%
committee member - T Abdool-Samad
Ordinary resolution 4.3: Election of audit and risk
9 99,96% 0,04% 262 501 164 77,92% 0,25%
committee member - TJ Brown
Ordinary resolution 4.4: Election of audit and risk
10 99,91% 0,09% 262 501 164 77,92% 0,25%
committee member - KR Moloko
Ordinary resolution 4.5: Election of audit and risk
11 93,80% 6,20% 262 501 164 77,92% 0,25%
committee member - K Ostin
Ordinary resolution 5.1: Election of environmental,
12 social and ethics committee member - T Abdool- 99,93% 0,07% 262 501 164 77,92% 0,25%
Samad
Ordinary resolution 5.2: Election of environmental,
13 99,99% 0,01% 262 501 164 77,92% 0,25%
social and ethics committee member - BL Berson
Ordinary resolution 5.3: Election of environmental,
14 99,98% 0,02% 262 501 164 77,92% 0,25%
social and ethics committee member - KR Moloko
Ordinary resolution 5.4: Election of environmental,
15 68,20% 31,80% 262 501 164 77,92% 0,25%
social and ethics committee member - NG Payne
Ordinary resolution 5.5: Election of environmental,
16 76,13% 23,87% 262 501 164 77,92% 0,25%
social and ethics committee member - H Wiseman
Ordinary resolution 6.1: Approval of the remuneration
17 95,07% 4,93% 262 563 297 77,93% 0,23%
policy
Ordinary resolution 6.2: Approval of the remuneration
18 97,13% 2,87% 262 537 501 77,93% 0,24%
report
Ordinary resolution 7: General authority to directors
19 to allot and issue authorised but unissued ordinary 81,22% 18,78% 263 063 275 78,08% 0,09%
shares
Ordinary resolution 8: General authority to issue
20 81,08% 18,92% 263 063 275 78,08% 0,09%
shares for cash
Ordinary resolution 9: Payment of dividend by way of
21 99,84% 0,16% 263 063 275 78,08% 0,09%
pro rata reduction of stated capital
Ordinary resolution 10: Creation and issue of
22 87,95% 12,05% 262 565 242 77,93% 0,23%
convertible debentures
Ordinary resolution 11: General authority to acquire
23 99,66% 0,34% 263 034 554 78,07% 0,09%
(repurchase) shares
Ordinary resolution 12: Directors’ authority to
24 100,00% 0,00% 263 063 275 78,08% 0,09%
implement special and ordinary resolutions
Special resolution 1.1: Approval of non-executive
25 99,84% 0,16% 263 061 330 78,08% 0,09%
directors’ fees - Chairman
Special resolution 1.2: Approval of non-executive
26 directors’ fees - Lead independent non-executive 88,98% 11,02% 263 035 534 78,07% 0,09%
director
Special resolution 1.3: Approval of non-executive
27 89,86% 10,14% 263 035 534 78,07% 0,09%
directors’ fees - Non-executive directors
Special resolution 1.4: Approval of non-executive
28 99,77% 0,23% 263 061 330 78,08% 0,09%
directors’ fees - Audit and risk committee chairman
Special resolution 1.5: Approval of non-executive
29 99,78% 0,22% 263 061 330 78,08% 0,09%
directors’ fees - Audit and risk committee member
Special resolution 1.6: Approval of non-executive
30 99,79% 0,21% 263 061 330 78,08% 0,09%
directors’ fees - Remuneration committee chairman
Special resolution 1.7: Approval of non-executive
31 99,78% 0,22% 263 061 330 78,08% 0,09%
directors’ fees - Remuneration committee member
Special resolution 1.8: Approval of non-executive
32 99,77% 0,23% 263 061 330 78,08% 0,09%
directors’ fees - Nominations committee chairman
Special resolution 1.9: Approval of non-executive
33 99,78% 0,22% 263 061 330 78,08% 0,09%
directors’ fees - Nominations committee member
Special resolution 1.10: Approval of non-executive
34 99,77% 0,23% 263 061 330 78,08% 0,09%
directors’ fees - Acquisitions committee chairman
Special resolution 1.11: Approval of non-executive
35 99,76% 0,24% 263 061 330 78,08% 0,09%
directors’ fees - Acquisitions committee member
Special resolution 1.12: Approval of non-executive
36 directors’ fees - Environmental, social and ethics 99,76% 0,24% 263 061 330 78,08% 0,09%
committee chairman
Special resolution 1.13: Approval of non-executive
37 directors’ fees - Environmental, social and ethics 99,79% 0,21% 263 061 330 78,08% 0,09%
committee member
Special resolution 1.14: Approval of non-executive
38 98,66% 1,34% 263 061 330 78,08% 0,09%
directors’ fees - Ad hoc meeting
Special resolution 1.15: Approval of non-executive
39 99,94% 0,06% 263 061 330 78,08% 0,09%
directors’ fees - Travel per meeting cycle
Special resolution 2: General authority to provide
40 financial assistance in terms of section 44 of the 98,92% 1,08% 263 063 275 78,08% 0,09%
Companies Act
DIRECTOR CHANGES AND COMMITTEE CONSTITUTION
Following the retirement of Mr PC Baloyi from the Bidcorp board at the Bidcorp AGM held on Thursday,
October 22nd 2026, the Bidcorp Board, on recommendation from the Bidcorp Nominations Committee, has considered
the constitution of the board committees, and as such has approved the appointment of Mr Stephen Koseff as
chairman of the Acquisitions Committee, effective immediately.
The Board expresses its sincere appreciation to Mr Baloyi for his services on the Board since its JSE Listing.
Date: October 22nd 2026
Johannesburg
Sponsor: The Standard Bank of South Africa Limited
Date: 22/10/2026 04:39:00
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