EOH HOLDINGS LIMITED - Results of General Meeting and Update Regarding the Transaction

Results of General Meeting and Update Regarding the Transaction

EOH HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1998/014669/06)
Share code: EOH ISIN: ZAE000071072
(“EOH”)


RESULTS OF GENERAL MEETING AND UPDATE REGARDING THE TRANSACTION


Unless otherwise defined, capitalised words and terms contained in this announcement shall bear the
meanings ascribed thereto in the circular to EOH shareholders dated Monday, 20 August 2018 (“Circular”).

1.    INTRODUCTION

      Shareholders are referred to the Circular relating to, inter alia, the proposed strategic partnership
      and BEE transaction to be concluded between EOH and Lebashe (the “Transaction”).

2.    RESULTS OF VOTING AT THE GENERAL MEETING

      Shareholders are advised that, at the General Meeting held on Tuesday, 18 September 2018, all
      of the Resolutions were adopted by the requisite majorities.

      Shareholders holding 111 677 518 EOH Ordinary Shares, constituting 73.09% of the total EOH
      Ordinary Shares in issue (including Treasury Shares), were present in person or represented by
      proxy at the General Meeting.

      EOH confirms the voting statistics for each Resolution, as follows:

                                            EOH
                                       Ordinary
                                         Shares
                                          voted         Votes for     Votes against       Abstentions

       
      Special Resolution 1:         111 644 418            89.99%            10.01%             0.02%
      Approval of the creation of        73.07%
      EOH A Shares
        
      Special Resolution 2:         111 644 418            89.99%            10.01%             0.02%
      Authorisation for the              73.07%
      amendment of the EOH
      MOI
        
      Special Resolution 3:         111 644 418            89.99%            10.01%             0.02%
      Authority to issue the             73.07%
      Capitalisation Shares in
      terms of section 41(3) of
      the Companies Act
        
      Ordinary Resolution 1:        111 379 374            89.97%            10.03%             0.02%
      Approval of the specific           72.89%
      issue of the Subscription
      EOH Ordinary Shares in
      terms of paragraph 5.51 of
      the Listings Requirements
                                                                                                
      Ordinary Resolution 2:        111 379 374            89.97%            10.03%             0.02%
      Approval of the specific           72.89%
      issue of the Subscription
      EOH A Shares in terms of
      paragraph 5.51 of the
      Listings Requirements
      
      Ordinary Resolution 3:        111 379 374            89.97%            10.03%             0.02%
      Approval of the specific           72.89%
      issue of the Capitalisation
      Shares in terms of
      paragraph 5.51 of the
      Listings Requirements
     
      Ordinary Resolution 4:        111 379 374            81.94%            18.06%             0.02%
      Approval of the specific           72.89%
      issue of the Subscription
      Undertaking Shares in
      terms of paragraph 5.51 of
      the Listings Requirements

    
     Notes:
     1.   EOH Ordinary Shares voted on a Resolution are disclosed as (i) a number and (ii) a percentage of the
          total number of EOH Ordinary Shares in issue (including Treasury Shares).
     2.   EOH Ordinary Shares voted for and against a Resolution are disclosed as a percentage of the total
          number of EOH Ordinary Shares voted in respect of that Resolution.
     3.   EOH Ordinary Shares in respect of which there were abstentions from voting on a Resolution are
          disclosed as a percentage of the total number of EOH Ordinary Shares in issue (including Treasury
          Shares).
     4.   All percentages have been rounded to two decimal places.


3.   UPDATE REGARDING THE TRANSACTION

     As Shareholders have approved the Transaction, the only outstanding Condition Precedent to the
     implementation of the Transaction is the filing of the New EOH MOI with the CIPC, which is
     administrative in nature. Further details regarding fulfilment of this Condition Precedent will be
     published on SENS in due course.


Johannesburg
19 September 2018

Corporate Advisor and Transaction Sponsor to EOH on the Transaction
One Capital

Attorneys to EOH on the Transaction
Cliffe Dekker Hofmeyr Inc.




                                                                                                            

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