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Report on proceedings at the general and scheme meetings
SABVEST LIMITED
(Incorporated in the Republic of South Africa)
Registration number 1987/003753/06
Ordinary share code: SBV and ISIN: ZAE000006417
N ordinary share code: SVN and ISIN: ZAE000012043
(“Sabvest” or “the Company”)
REPORT ON PROCEEDINGS AT THE GENERAL AND SCHEME MEETINGS
Terms defined and used in the Scheme Circular and in the Prospectus have been used in this announcement.
At the Class Meetings and Scheme Meeting of the N Ordinary Shareholders and the Ordinary Shareholders of Sabvest (“Meetings”), held today, Friday, 27 March 2020 all
the ordinary and special resolutions proposed at the Meetings were approved by the requisite majority of votes. In calculating the number of shares voted, the figures
recorded are one vote per N ordinary share and 500 votes per ordinary share. With regard to shares abstained, The Seabrooke Family Trust (“SFT”) undertook to abstain
on all the resolutions in respect of its 4 105 000 N ordinary shares (4 105 000 votes) and 11 895 000 ordinary shares (5,947m votes). In this regard, the Company confirms
the voting statistics from the Class Meetings and Scheme Meeting as follows:
Votes cast disclosed as a
percentage in relation to the
total number of shares voted Shares voted disclosed as a Shares abstained disclosed
at the N Ordinary Number of shares percentage in relation to the as a percentage in relation to
Resolutions voted total issued shares* the total issued shares*
Shareholders’ Class Meeting
For % Against %
Special resolution number 1 – Approval
of the Proposed Restructure 98.40% 1.60% 8,548,572 35.21% 17.61%
Special resolution number 2 – Approval
of the N Share Scheme Consideration 98.40% 1.60% 8,548,572 35.21% 17.61%
Special resolution number 3 – Approval
of the Ordinary Share Scheme
Consideration 98.40% 1.60% 8,548,572 35.21% 17.61%
Ordinary resolution number 1 –
Directors authorised to act 98.40% 1.60% 8,548,572 35.21% 17.61%
Votes cast disclosed as a
percentage in relation to the Shares voted disclosed as a Shares abstained disclosed
total number of shares voted Number of shares percentage in relation to the as a percentage in relation to
Resolutions at the Ordinary Shareholders’ voted total issued shares* the total issued shares*
Class Meeting
For % Against %
Special resolution number 1 – Approval
of the Proposed Restructure 100.00% 0,00% 1,330,620,500 15.68% 70.09%
Special resolution number 2 – Approval
of the N Share Scheme Consideration 100.00% 0,00% 1,330,620,500 15.68% 70.09%
Special resolution number 3 – Approval
of the Ordinary Share Scheme 100.00% 0,00% 1,330,620,500 15.68% 70.09%
Consideration
Ordinary resolution number 1 –
100.00% 0,00% 1,330,620,500 15.68% 70.09%
Directors authorised to act
Votes cast disclosed as a
percentage in relation to the Number of shares
total number of shares voted voted Shares voted disclosed as a Shares abstained disclosed
at the Scheme Meeting percentage in relation to the as a percentage in relation to
total issued shares* the total issued shares*
Resolutions N Ordinary shares N Ordinary shares (“N Ord”) N Ordinary shares (“N Ord”)
N Ordinary shares (“N Ord”) (“N Ord”) Ordinary shares (“Ord”) Ordinary shares (“Ord”)
Ordinary shares (“Ord”) Ordinary shares
(“Ord”)
For Against
Special resolution number 1 – Approval
of the Scheme in terms of sections 114 97.50% 2.50% 10,081,212 41.53% 17.61%
and 115, and 44, of the Companies Act 100.00% 0,00% 897,901,000 10.58% 70.09%
Special resolution number 2 –
Revocation of the Scheme Resolution if
the Proposed Restructure does not
become unconditional, is not continued
and Dissenting Shareholders have
exercised Appraisal Rights under 97.50% 2.50% 10,081,212 41.53% 17.61%
section 164 of the Companies Act 100.00% 0.00% 897,901,000 10.58% 70.09%
Appointment of external auditor’s***
Ordinary resolution number 1 – 97.50% 2.50% 10,081,212 41.53% 17.61%
Directors authorised to act 100.00% 0.00% 897,901,000 10.58% 70.09%
The special resolution/s will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.
Sandton
27 March 2020
Merchant Bank and Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited
Date: 27-03-2020 03:01:00
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