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EOH HOLDINGS LIMITED - Results of annual general meeting

Release Date: 22/11/2023 16:45
Code(s): EOH     PDF:  
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Results of annual general meeting

EOH HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/014669/06)
JSE share code: EOH ISIN: ZAE000071072
("EOH" or "the Company")


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting ("AGM") of shareholders held on Wednesday,
22 November 2023 (in terms of the notice of AGM dispatched on Monday, 23 October 2023), the resolutions tabled
thereat were passed by the requisite majority of shareholders, other than ordinary resolution numbers 5.1 and 5.2 in
respect of EOH's remuneration policy and remuneration implementation report, special resolution number 1 in respect
of the remuneration payable to non-exeuctive directors and special resolution number 2 in respect of the general
authority to acquire shares.

Details of the results of voting at the AGM are as follows:
-   total number of EOH ordinary shares in issue as at the date of the AGM: 638 083 421;
-   total number of EOH ordinary shares that could have been voted at the AGM, excluding 7 734 123 treasury shares:
    630 349 298;
-   total number of EOH A shares in issue as at the date of the AGM: 40 000 000;
-   total number of EOH ordinary shares that were present/represented at the AGM: 268 486 772, being 42.59% of the
    total number of EOH ordinary shares that could have been voted at the AGM;
-   total number of EOH A shares in issue as at the date of the AGM and that could have been voted at the AGM:
    40 000 000 being 100% of the total number of EOH A shares that could have been voted at the AGM (excluded in
    respect of ordinary resolutions 5.1, 5.2, 6 and special resolution 2); and
-   total number of EOH ordinary shares and EOH A shares that were present/represented at the AGM: 308 486 772,
    being 46.02% of the total number of EOH ordinary shares and EOH A shares that could have been voted at the
    AGM.

Ordinary resolution number 1: Ratification and appointment of executive director and interim chief financial officer,
Marialet Greeff

Ordinary shares voted*        For                           Against                      Abstentions^
264 474 349, being 41.45%     264 461 710, being 99.99%     12 639, being 0.01%          4 012 421, being 0.63%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 474 349, being 44.90%     304 461 710, being 99.99%     12 639, being 0.01%          4 012 421, being 0.59%
 
Ordinary resolution number 2.1: Re-election of Nosipho Molope as an independent non-executive director

Ordinary shares voted*        For                           Against                      Abstentions^
264 474 349, being 41.45%     174 734 199, being 66.07%     89 740 150, being 33.93%     4 012 421, being 0.63%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 474 349, being 44.90%     214 734 199, being 70.53%     89 740 150, being 29.47%     4 012 421, being 0.59%

Ordinary resolution number 2.2: Re-election of Jesmane Boggenpoel as an independent non-executive director

Ordinary shares voted*        For                           Against                      Abstentions^
264 474 349, being 41.45%     264 462 629, being 99.99%     11 720, being 0.01%          4 012 421, being 0.63%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 474 349, being 44.90%     304 462 629, being 99.99%     11 720, being 0.01%          4 012 421, being 0.59%

Ordinary resolution number 3.1: To appoint Nosipho Molope as member and Chairman of the Audit and Risk
Committee

Ordinary shares voted*        For                           Against                      Abstentions^
264 474 349, being 41.45%     174 733 005, being 66.07%     89 741 344, being 33.93%     4 012 421, being 0.63%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 474 349, being 44.90%     214 733 005, being 70.53%     89 741 344, being 29.47%     4 012 421, being 0.59%

Ordinary resolution number 3.2: To appoint Jesmane Boggenpoel as member of the Audit and Risk Committee

Ordinary shares voted*        For                           Against                      Abstentions^
264 474 349, being 41.45%     264 462 629, being 99.99%     11 720, being 0.01%          4 012 421, being 0.63%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 474 349, being 44.90%     304 462 629, being 99.99%     11 720, being 0.01%          4 012 421, being 0.59%

Ordinary resolution number 3.3: To appoint Andrew Marshall as member of the Audit and Risk Committee

Ordinary shares voted*        For                           Against                      Abstentions^
264 474 349, being 41.45%     264 462 904, being 99.99%     11 445, being 0.01%          4 012 421, being 0.63%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 474 349, being 44.90%     304 462 904, being 99.99%     11 445, being 0.01%          4 012 421, being 0.59%

Ordinary resolution number 4: Re-appointment of PricewaterhouseCoopers Inc as independent external auditors

Ordinary shares voted*        For                           Against                      Abstentions^
264 561 409, being 41.46%     264 560 209, being 99.99%     1 200, being 0.01%           3 925 361, being 0.62%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 561 409, being 44.92%     304 560 209, being 99.99%     1 200, being 0.01%           3 925 361, being 0.58%

Ordinary resolution 5.1: Non-binding endorsement of the Company's remuneration policy#

Ordinary shares voted*        For                           Against                      Abstentions^
264 498 925, being 41.45%     134 991 244, being 51.04%     129 507 681, being 48.96%    3 925 361, being 0.62%

Ordinary resolution 5.2: Non-binding endorsement of the Company's remuneration implementation report#

Ordinary shares voted*        For                           Against                      Abstentions^
264 498 925, being 41.45%     134 810 320, being 50.97%     129 688 605, being 49.03%    3 925 361, being 0.62%

Ordinary resolution number 6: General authority to issue shares for cash

Ordinary shares voted*        For                           Against                      Abstentions^
264 498 925, being 41.45%     232 600 592, being 87.94%     31 898 333, being 12.06%     3 925 361, being 0.62%

Ordinary resolution number 7: Signature of documents

Ordinary shares voted*        For                           Against                      Abstentions^
264 475 274, being 41.45%     264 475 274, being 100%       -                            4 011 496, being 0.63%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 475 274, being 44.90%     304 475 274, being 100%       -                            4 011 496, being 0.59%

Special resolution number 1: Remuneration of the Non-executive Directors

Ordinary shares voted*        For                           Against                      Abstentions^
264 555 763, being 41.46%     135 113 862, being 51.07%     129 441 901, being 48.93%    3 931 007, being 0.62%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        -                             40 000 000, being 100%       -
Total shares voted*           For                           Against                      Abstentions^
304 555 763, being 44.91%     135 113 862, being 44.36%     169 441 901, being 55.64%    3 931 007, being 0.58%

Special resolution number 2: General authority to acquire shares#

Ordinary shares voted*        For                           Against                      Abstentions^
264 498 925, being 41.45%     174 424 230, being 65.95%     90 074 695, being 34.05%     3 925 361, being 0.62%

Special resolution number 3: Financial assistance in terms of section 44 of the Companies Act

Ordinary shares voted*        For                           Against                      Abstentions^
264 555 763, being 41.46%     264 218 768, being 99.87%     336 995, being 0.13%         3 931 007, being 0.62%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 555 763, being 44.91%     304 218 768, being 99.89%     336 995, being 0.11%         3 931 007, being 0.58%

Special resolution number 4: Financial assistance in terms of section 45 of the Companies Act

Ordinary shares voted*        For                           Against                      Abstentions^
264 555 763, being 41.46%     264 218 768, being 99.87%     336 995, being 0.13%         3 931 007, being 0.62%
A shares voted*               For                           Against                      Abstentions^
40 000 000, being 100%        40 000 000, being 100%        -                            -
Total shares voted*           For                           Against                      Abstentions^
304 555 763, being 44.91%     304 218 768, being 99.89%     336 995, being 0.11%         3 931 007, being 0.58%

* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue
# unlisted EOH A shares not taken into account in respect of resolutions required in terms of the JSE Listings
Requirements

In respect of the non-binding advisory vote on the endorsement of the remuneration policy and remuneration
implementation report, EOH extends an invitation to all shareholders to engage with the Company in order to address
their concerns on the remuneration policy and remuneration implementation report. Shareholders are requested to
address their concerns to the Chairperson of the Nomination and Remuneration Committee, Sipho Ngidi, by emailing
the company secretary at mpeo.nkuna@eoh.com. EOH will consider all concerns and take steps to address legitimate
and reasonable objections and concerns.

22 November 2023


Sponsor
Java Capital

Date: 22-11-2023 04:45:00
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