AVIOR CAPITAL MARKETS HOLDINGS LIMITED - Results of general meeting

Results of general meeting

AVIOR CAPITAL MARKETS HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2015/086358/06)
JSE share code:     AVR      ISIN: ZAE000211637
(“Avior” or “the company”)


RESULTS OF GENERAL MEETING


Shareholders are referred to the announcements released regarding the firm intention by Char Trade 117 CC t/a Ace
Retail Solutions to make an offer to acquire all of the issued ordinary shares of Avior, excluding the Avior shares held
by Stately Horse Properties Proprietary Limited and Mr. Kevin Mattison (collectively the “excluded shareholders”),
the last of which was released on SENS on 18 December 2019.

Shareholders are advised that at the general meeting held on Monday, 20 January 2020, all resolutions tabled thereat
were passed by the requisite majority of shareholders.

Accordingly, subject to the fulfilment or waiver of the outstanding conditions precedent to the scheme of arrangement
between Avior and Avior shareholders (the “scheme”), the scheme will now be implemented. A further announcement
will be released regarding the fulfilment and/or waiver of the outstanding conditions to the scheme at the appropriate
time.

Details of the results of voting at the general meeting are as follows:
-     total number of Avior shares in issue as at the date of the general meeting and that could have been voted at the
      general meeting for special resolution number 2 and ordinary resolution number 2: 146 285 100;
-     total number of Avior shares that could have been voted at the general meeting for special resolution number 1
      and ordinary resolution number 1 (excluding 136 480 903 Avior shares held by the excluded shareholders): 9 804
      197
-     total number of Avior shares that were present/represented at the general meeting in respect of special resolution
      number 1 and ordinary resolution number 1 (excluding 136 480 903 Avior shares held by the excluded
      shareholders): 7 924 089
-     total number of Avior shares that were present/represented at the general meeting in respect of special resolution
      number 2 and ordinary resolution number 2: 144 404 992


  Special resolution number 1: Approval of the scheme in terms of sections 114(1)(c) and 115 of the Companies Act

  Shares voted#                  For                            Against                      Abstentions^
  7 924 089, being 80.82%        7 924 089, being 100%          0, being 0%                  0, being 0%

  Special resolution number 2: Revocation of special resolution number 1 if the scheme is terminated

  Shares voted*                  For                            Against                      Abstentions^
  144 404 992, being 98.71%      144 404 992, being 100%        0, being 0%                  0, being 0%

  Ordinary resolution number 1: Delisting resolution

  Shares voted#                  For                            Against                      Abstentions^
  7 924 089, being 80.82%        7 924 089, being 100%          0, being 0%                  0, being 0%

  Special resolution number 2: Authority to give effect to resolution

  Shares voted*                  For                            Against                      Abstentions^
  144 404 992, being 98.71%      144 404 992, being 100%        0, being 0%                  0, being 0%

 #      shares voted (excluding abstentions) in relation to the total shares in issue (excluding shares held by the excluded
        shareholders)
 *      shares voted (excluding abstentions) in relation to the total shares in issue
 ^      in relation to the total shares in issue

The board of directors of the company, individually and collectively accepts full responsibility for the accuracy of the
information contained in this announcement. In addition, the board of directors of the company certifies that to the best
of its knowledge and belief, the information contained in this announcement solely pertaining to the company is true
and, where appropriate, does not omit anything that is likely to affect the importance of the information contained herein,
and that all reasonable enquiries to ascertain such information has been made.

20 January 2020


Corporate advisor and designated advisor
Java Capital

Date: 20-01-2020 05:30:00
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