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Results of shareholder vote on the Clean-out Dividend and Dividend Declaration Announcement

Published: 2023-08-28 17:30:20 ET
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Advanced Health Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2013/059246/06)
Share code: AVL ISIN: ZAE000189049
(“Advanced Health” or “the Company”)


Results of shareholder vote on the Clean-out Dividend and Dividend Declaration Announcement


1. Results of shareholder vote on the Clean-out Dividend

In the Firm Intention Announcement released on SENS on Wednesday, 28 June 2023 (“the Firm Intention
Announcement”), Advanced Health shareholders were advised that Advanced Health had concluded an
agreement with Eenhede Konsultante Eiendoms Beperk in terms of which the Offeror would make an offer
to acquire all of the issued shares of Advanced Health, other than the Advanced Health shares held by the
Excluded Shareholders (as defined in the scheme circular dated 26 July 2023), for an offer consideration
of 80 cents per Advanced Health share, to be effected by way of a Scheme of arrangement in terms the
Companies Act, between Advanced Health and its shareholders other than the Offeror and the Excluded
Shareholders. The implementation of the Scheme will result in Advanced Health’s delisting from the JSE
Limited. The terms used in this announcement bear the same meaning as those defined in the Firm
Intention Announcement.

Shareholders are referred to the announcement released on SENS on 16 August 2023, wherein
shareholders where advised that a circular had been issued to Advanced Health shareholders, requesting
shareholders to approve a resolution in respect of the declaration of a clean-out dividend of 20 cents per
Advanced Health share to all Advanced Health shareholders who hold Advanced Health Shares on the
record date for the implementation of the Scheme (the “Clean-out Dividend”).

Shareholders are advised that the shareholder resolution in respect of the Clean-out Divided (the “Clean-
out Resolution”) has been approved by the requisite majority of shareholders and accordingly the Clean-
Out Resolution has been adopted by the Company. The voting results for the Clean-out Resolution are as
follows:

-     Total number of shares in issue as at the record date for the Clean-out Resolution: 498 784 579
-     Total number of shares that could have been voted on the Clean-out Resolution: 498 784 579;
-     Total number of shares that voted on the Clean-out Resolution: 356 874 740, being 71.55% of shares
      in issue.

Ordinary resolution number 1: Approval of Clean-out Dividend

  Shares voted *             For                    Against                     Abstentions ^
  356 874 740                356 874 740            -                           -
  71.55%                     100%
*       shares voted (excluding abstentions) in relation to the total number of Shares in issue
^       in relation to total Shares is issue

2. Declaration of the Clean-out Dividend

Shareholders are advised that the board of directors of Advanced Health has declared the Clean-out
Dividend of 20 cents per Advanced Health share, subject to the Scheme being declared wholly
unconditional in accordance with its terms. The Clean-out Dividend has been declared out of income
reserves.
The gross dividend is subject to local dividends tax of 20% for those shareholders for whom local dividends
tax is applicable. The resultant net final dividend amount is 16 cents per Advanced Health share for those
shareholders subject to local dividends tax and 20 cents per Advanced Health share for those shareholders
not subject to local dividends tax.

The number of Advanced Health shares in issue at the date of this declaration is 498 784 579.
Advanced Health’s tax reference number is 9741651153.

The salient dates and times for the Clean-out Dividend are as follows:

                                                                                                  2023
 Finalisation announcement in respect of the Clean-out Dividend                  Tuesday, 12 September
 expected to be released on SENS
 Expected last day to trade in order to receive the Clean-out Dividend           Tuesday, 19 September
 Expected record date to receive the Clean-out Dividend                            Friday, 22 September
 Expected date the Clean-out Dividend is paid to shareholders.                   Tuesday, 26 September

Notes:
1. All dates and times indicated above are South African Standard Time.
2. The above dates and times are subject to amendment at the discretion of the Company. Any
   such amendment will be released on SENS.
3. Share certificates may not be dematerialised or rematerialized after Tuesday, 19 September
   2023.

3. Responsibility statements

The Independent Board, as defined in the Scheme circular dated 26 July 2023, accepts responsibility for
the information contained in this announcement, confirms that to the best of its knowledge and belief, the
information contained in this announcement is true and correct and that this announcement does not omit
anything likely to affect the importance of the information contained in it.


Pretoria

28 August 2023


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