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Results of Annual General Meeting and General Meeting
PSV Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1998/004365/06)
Share code: PSV ISIN: ZAE000078705
(“PSV” or “the Company” or “the Group”)
RESULTS OF ANNUAL GENERAL MEETING AND GENERAL MEETING
RESULTS OF ANNUAL GENERAL MEETING:
Shareholders are advised that, at the annual general meeting of PSV held today, 31 July 2018, all the
resolutions as set out in the notice of annual general meeting were passed by the requisite majority of
shareholders.
The number of shares voted in person or by proxy was 194 027 653, representing 72.98% of the total
issued share capital of the same class of PSV shares.
No shares abstained from voting on the resolutions proposed at the annual general meeting.
The resolutions proposed at the meeting, together with the percentage of votes carried for and against
each resolution, are set out below:
% of votes
carried for the % of votes against
Resolution resolution the resolution
Ordinary resolution number 1: Re-election of E Ratshikhopha as 99.99 0.01
an Independent Non-Executive Director
Ordinary Resolution number 2.1: Election of A de la Rue as a 99.99 0.01
member and chairperson of the Audit and Risk Committee
Ordinary Resolution number 2.2: Election of E Ratshikhopha,
subject to the passing of ordinary resolution number 1, as member of 99.99 0.01
the Audit and Risk Committee
Ordinary Resolution number 2.3: Election of L Mosiah as a 99.99 0.01
member of the Audit and Risk Committee
Ordinary Resolution number 3: Reappointment of external auditor 99.99 0.01
Ordinary resolution number 4.1: Endorsement of remuneration 99.99 0.01
policy
Ordinary resolution number 4.2: Endorsement of remuneration 99.99 0.01
implementation report
Ordinary resolution number 5: Signature of documents 99.99 0.01
Special resolution number 1: Non-Executive Directors’ 99.93 0.07
remuneration
Special resolution number 2: General approval to repurchase 99.93 0.07
securities
Special resolution number 3: Financial assistance to related or 99.93 0.07
inter-related companies
RESULTS OF GENERAL MEETING:
Shareholders are referred to:
o the following announcement released on SENS:
- the Specific Issue of shares for cash to Regis and renewal of cautionary announcement dated
14 June 2018;
- the distribution of circular and notice of general meeting announcement dated 2 July 2018; and
o the circular distributed to PSV shareholders on 2 July 2018.
Terms defined in the aforementioned announcements and in the circular shall, unless otherwise stated,
bear the same meaning in this announcement.
Shareholders are advised that, at the general meeting of PSV shareholders held today, 31 July 2018, all
the resolutions as set out in the notice of general meeting were passed by the requisite majority of
shareholders, entitled to vote, as detailed below:
The number of shares voted in person or by proxy was 194 027 653, representing 72.98% of the total
issued share capital of the same class of PSV shares.
No shares abstained from voting on the resolutions proposed at the general meeting.
The resolutions proposed at the meeting, together with the percentage of votes carried for and against
each resolution, are set out below:
% of votes carried % of votes against
Resolution for the resolution the resolution
Special Resolution number 1: Approval to issue the Subscription 99.93 0.07
shares in terms of Section 41(3) of the Companies Act
Ordinary Resolution number 1: Specific Issue for cash 99.93 0.07
Ordinary Resolution number 2: Authority granted to Directors 99.93 0.07
Shareholders are further advised that the Specific Issue is still subject to the fulfilment of the following
suspensive conditions on or before 15 August 2018:
- the JSE agreeing in writing to grant a listing of the Subscription Shares;
- the Company entering into a binding agreement with a Black Person (as defined in the BEE Act) or a
Black Owned or Black Majority Owned Company/Trust (as defined in the BEE Act) in respect of the
acquisition by such Black Person or Black Owned or Black Majority Owned Company/Trust of shares
in the Company’s operating subsidiary(ies) in accordance with the B-BBEE provisions, upon terms
acceptable to the Company and the Black Person or Black Owned or Black Majority Owned
Company/Trust, and Regis (“B-BBEE Agreement”), and the B-BBEE Agreement becoming
unconditional and not being terminated in accordance with its terms; and
- the Company restructuring its current debt by entering into an agreement with its bankers, upon terms
acceptable to Regis and the Company (“Facility Agreement”), and the Facility Agreement becoming
unconditional and not being terminated in accordance with its terms
Shareholders will be notified once the last of the conditions precedent has been fulfilled or waived.
Johannesburg
31 July 2018
Designated Adviser and Corporate Adviser
Merchantec Capital
Date: 31/07/2018 04:57:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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