PSV HOLDINGS LIMITED - Results of Annual General Meeting and Changes to the Board of Directors

Results of Annual General Meeting and Changes to the Board of Directors

PSV Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/004365/06)
Share code: PSV ISIN: ZAE000078705
(“PSV” or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS

Shareholders are advised that, at the annual general meeting (“AGM”) of PSV held on Wednesday,
14 August 2019, seven of the fourteen resolutions as set out in the notice of AGM were passed by the
requisite majority of shareholders.
The number of shares voted in person or by proxy was 326 689 792 representing 79.88% of the total issued
share capital of the same class of PSV shares.
The resolutions proposed at the meeting, together with the percentage of shares abstained, as well as the
percentage of votes carried for and against each resolution, are set out below:

                                                               % of votes     % of votes
                                                          carried for the    against the   % of shares
Resolution                                                     resolution     resolution     abstained

Ordinary Resolution 1: Re-election of A de la Rue as an
Independent Non-executive Director                                  43.84          56.16          0.00

Ordinary Resolution 2: Confirmation of appointment of
D Lorimer as an Independent Non-executive Director                  43.89          56.11          0.09

Ordinary Resolution 3: Confirmation of appointment of
C Fernandes as a Non-executive Director                             43.84          56.16          0.00

Ordinary Resolution 4: Confirmation of appointment of
R Pitt as Chief Financial Officer                                   43.84          56.16          0.00

Ordinary Resolution 5: Election of chairperson and
members of the Audit and Risk Committee

5.1. Election of D Lorimer as a member and chairperson
of the Audit and Risk Committee                                     43.89          56.11          0.09

5.2. Election of A de la Rue as a member of the Audit and
Risk Committee                                                      43.84          56.16          0.00

5.3. Election of E Ratshikhopha as a member of the Audit
and Risk Committee                                                  49.53          50.47          0.00

Ordinary Resolution 6: Re-appointment of external
auditor                                                             93.88           6.12          0.00

Ordinary Resolution 7: Advisory endorsement of
remuneration policy and remuneration report

7.1. Endorsement of remuneration policy                             94.37           5.63          0.09

7.2. Endorsement of remuneration implementation report              94.37           5.63          0.09

Ordinary Resolution 8: Signature of documents                       94.38           5.62          0.09

Special Resolution 1: Non-executive directors’
remuneration                                                        94.39           5.61          0.09

Special Resolution 2: General approval to repurchase
securities                                                          78.47           21.53         0.00

Special Resolution 3: Financial assistance to related or
inter-related companies                                             94.37           5.63          0.09

As a result of ordinary resolution numbers 1, 2 and 4 not being passed by the requisite majority of
shareholders, Messrs A de la Rue, D Lorimer and R Pitt are no longer directors of the board of PSV
(“Board”).

In terms of PSV’s memorandum of incorporation (“MOI”), to the extent that a director is appointed to fill a
board vacancy, such appointment needs to be confirmed by shareholders at the next annual general
meeting. However, shareholders are further advised that given that the appointment of Mr C Fernandes to
the Board was not made to fill a board vacancy but rather in accordance with the conditions of the
subscription agreement entered into between PSV and Regis Holdings Limited (“Regis”) on 14 June 2018,
which governs the specific issue of shares for cash to Regis approved by shareholders on 31 July 2018,
confirmation of his appointment was not required by shareholders and therefore was incorrectly sought at
the AGM in terms of ordinary resolution number 3. Accordingly, PSV has received legal opinion confirming
that Mr C Fernandes’ appointment as a director remains valid.

The remaining directors and the shareholders which voted at the AGM are in the process of reconstituting
the Board and shareholders will be advised thereof in due course.

Johannesburg
15 August 2019

Designated Adviser
Merchantec Capital

Date: 15/08/2019 05:19:00
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