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Results of Annual General Meeting (“AGM”) and Financial Assistance in terms of Section 45 of the Companies Act
NVEST FINANCIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2008/015990/06)
(“NVest” or “the Company”)
ISIN Code: ZAE000199865 JSE Code: NVE
RESULTS OF ANNUAL GENERAL MEETING (“AGM”) AND FINANCIAL ASSISTANCE IN TERMS OF
SECTION 45 OF THE COMPANIES ACT
Shareholders are advised that, at the Company’s AGM held on 17 August 2020, the following resolutions were
passed without modification.
Number of ordinary shares represented at the meeting 247 611 961
Total issued number of ordinary shares 303 241 722
Percentage of ordinary shares represented at the meeting 81.65%
Resolutions For Against Abstain Total Votes
% % (% of issued (excluding
share capital) abstentions)
Ordinary Resolution Number 1 –
Adoption of Annual Financial 247 611 961 - - 247 611 961
Statements 100.00% 0.00% 0.00% 100.00%
Ordinary Resolution Number 2 –
Appointment of director – Charl 247 551 961 - 60 000 247 551 961
Herselman 100.00% 0.00% 0.024% 100.00%
Ordinary Resolution Number 3 –
Director retirement and re-election 247 608 628 - 3 333 247 608 628
– Lusanda Mangxamba 100.00% 0.00% 0.001% 100.00%
Ordinary Resolution Number 4 –
Director retirement and re-election 247 608 628 - 3 333 247 608 628
– Dylan Schemel 100.00% 0.00% 0.001% 100.00%
Ordinary Resolution Number 5 –
Appointment and remuneration of 247 608 628 3 333 - 247 611 961
auditors 99.999% 0.001% 0.00% 100.00%
Ordinary Resolution Number 6 –
Re-appointment of Audit and Risk
Committee member – Dylan 247 611 961 - - 247 611 961
Schemel 100.00% 0.00% 0.00% 100.00%
Ordinary Resolution Number 7 –
Re-appointment of Audit and Risk
Committee member– Lusanda 247 608 628 - 3 333 247 608 628
Mangxamba 100.00% 0.00% 0.001% 100.00%
Ordinary resolution number 8 –
Re-appointment of Audit and Risk
Committee member and
Chairperson – Professor Lana Joy 247 611 961 - - 247 611 961
Weldon 100.00% 0.00% 0.00% 100.00%
Ordinary resolution number 9 -
Endorsement of Nvest's 235 366 511 3 333 12 242 117 235 369 844
remuneration policy 99.999% 0.001% 4.944% 100.00%
Ordinary Resolution Number 10 –
Endorsement of the
implementation of NVest’s 235 366 511 3 333 12 242 117 235 369 844
remuneration policy 99.999% 0.001% 4.944% 100.00%
Special Resolution Number 1 –
General authority to allot and 242 868 249 3 333 4 740 379 242 871 582
issue shares for cash 99.999% 0.001% 1.914% 100.00%
Special Resolution Number 2 –
Authority to issue shares,
securities convertible into
shares or rights that may
exceed 30% of the voting power 242 868 249 3 333 4 740 379 242 871 582
of the current issued share 99.999% 0.001% 1.914% 100.00%
capital
Special Resolution Number 3 –
Non-Executive Directors’ 242 868 249 3 333 4 740 379 242 871 582
remuneration 99.999% 0.001% 1.914% 100.00%
Special resolution number 4 –
General authority to enter into
funding agreements, provide
loans or other financial 247 548 628 63 333 - 247 611 961
assistance 99.974% 0.026% 0.00% 100.00%
Special Resolution Number 5 –
General authority to acquire 247 611 961 - - 247 611 961
(repurchase) shares 100.00% 0.000% 0.00% 100.00%
Special Resolution Number 6 –
Company acquiring the
Company’s shares from a 247 608 628 3 333 - 247 611 961
director or prescribed officer 99.999% 0.001% 0.00% 100.00%
Notice is hereby given in accordance with section 45(5) of the Companies Act, No. 71 of 2008 (“the Companies
Act”) that, pursuant to the authority granted to the board of directors of NVest ("the Board") by shareholders at
the annual general meeting of the Company held on 17 August 2020, the Board has adopted a resolution to
provide financial assistance to related and/or inter-related entities as contemplated in section 45(2) of the
Companies Act.
The resolutions passed by the Board authorise the Company to provide financial assistance to its subsidiaries
and inter-related entities, as envisaged in terms of section 45 of the Companies Act ("the Financial
Assistance"). The authority to provide Financial Assistance includes that which exceeds a tenth of 1% of the
Company’s net worth.
The Board, prior to authorising the Financial Assistance, will consider and satisfy itself, in terms of section 45 of
the Companies Act, that:
- immediately after providing the Financial Assistance, the Company would satisfy the solvency and liquidity
test as contemplated in section 4 of the Companies Act;
- the terms of the Financial Assistance are fair and reasonable in relation to the Company; and
- there has been due compliance with the Company’s Memorandum of Incorporation and with the Companies
Act.
East London
17 August 2020
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 17-08-2020 03:52:00
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