November 30, 2023
iCreate Limited (ICREATE) has advised that the Company held its Annual General Meeting (AGM) on Friday, November 24, 2023. The Company further advised that upon the demand of a poll and after the ordinary and special resolutions were voted on by the shareholders, the results of each resolution are as follows: –
Resolution No. 1
“THAT the Reports of the Directors and Auditors and the Audited Financial Statements for the year ended December 31, 2022 be received and adopted.”
Result: This resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution.
Resolution No. 2 (a)
“THAT the Directors, retire by rotation upon the expiration of one year (1) year and be re-elected and appointed by a single resolution.”
Result: This resolution was not passed as a majority of the shareholders voted against same.
Resolution No. 2 (b)
“THAT Ms. Arlene Martin who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.
Resolution No. 2 (c)
“THAT Mr. Ricardo Allen who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.
Resolution No. 2 (d)
“THAT Mrs. Dainya-Joy Wint who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.
Resolution No. 2 (e)
“THAT Mr. Larren Peart who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution.
Resolution No. 2 (f)
“THAT Mr. Ivan Carter who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.
Resolution No. 2 (g)
“THAT Mr. Adrian Smith who retires by rotation and being eligible for re-election be and is hereby re-elected and appointed as a Director of the Company.”
Result: This resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution.
Resolution No. 3
“THAT the remuneration of the Directors be determined by the Board of Directors upon their re-election for the ensuing year.”
Result: This resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution.
Resolution No. 4
“THAT CrichtonMullings & Associates, Chartered Accountants, having agreed to continue in office as auditors, be and are hereby appointed Auditors of the Company, to hold office until the next Annual General Meeting at a remuneration to be fixed by the Directors of the Company.”
Result: This resolution was not passed as a majority of the shareholders voted against same.
Resolution No. 5
“THAT Article 99 of the Company’s Articles of Incorporation be amended, approved and adopted by the Company to permit for the retirement, re- election and appointment of Directors to be done on a three (3) year rotation and the Directors be authorised and directed to register such amendment to the Company’s Articles of Incorporation with the Office of the Registrar of Companies as the Board of Directors of the Company may deem appropriate after receiving requisitions from the Office of the Registrar of Companies Registrar, by replacing and/or amending Article 99 to provide as follows: –
“At the first Annual General Meeting of the Company all the Directors shall retire from office, and at the Annual General Meeting in every subsequent year, one-third of the Directors for the time being or, if their number is not three (3) or a multiple of three (3), the number nearest one-third (1/3) shall likewise retire from office.”
Result: This resolution was not passed as a majority of the shareholders voted against same.
Upon Notices being submitted to the Company of the proposal to nominate Mr. Tyrone Wilson at the AGM as a Director of ICREATE and his acceptance thereof, this resolution was transacted under any other business which could properly be brought before the AGM. This resolution was moved and seconded and put to a vote by the shareholders. The resolution was passed by a majority of the shareholders in attendance. There were no votes recorded against the passage of this resolution and Mr. Wilson was subsequently appointed as a Director of the Company with immediate effect.
The status of the Company as at November 24, 2023 is as follows: –
- Directors: Mr. Tyrone Wilson (non-independent executive director);
Mr. Larren Peart (independent non-executive director); and
Mr. Adrian Smith (independent non-executive director)
- The Company is without an Auditor.
The Company has further advised that it will be filling the casual vacancies in short order and securing the services and appointment of an Auditor so as to ensure compliance of the relevant sections of the JSE Junior Market Rules.
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