Enhanced Investments - Financial Portal

Results of General Meeting

Published: 2022-12-13 18:41:21 ET

 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 GENERAL MEETING OF EOH SHAREHOLDERS



 Shareholders are referred to the circular to Shareholders dated Monday, 14 November 2022 (“Circular”) relating
 to:

 •   the approval of the proposed increase in the Company’s authorised but unissued Share capital by a further
     7 000 000 000 EOH Shares to an aggregate of 7 500 000 000 authorised EOH Shares;
 •   amendment of the terms of the A Shares, comprising an amendment of a previously approved specific issue
     of shares requiring the approval of Shareholders in terms of paragraph 5.51 of the Listings Requirements;
 •   consequential changes to the Memorandum of Incorporation to reflect the proposed changes in the number
     of authorised Shares, and the terms of the A Shares;
 •   a specific issue of Shares for cash to a subsidiary of Lebashe Investment Group, a material Shareholder
     and related party in terms of the Listings Requirements;
 •   the approval in accordance with section 41 of the Companies Act of the ability of the Board to issue new
     EOH Shares as are required for and pursuant to the implementation of the proposed Rights Offer to
     Shareholders and the Specific Issue of Shares to Lebashe, which new EOH Shares may have voting power
     equal to or in excess of 30% of the existing voting power of all the issued Ordinary Share capital of the
     Company immediately prior to such issue and/or may be issued to Directors or prescribed officers of the
     Company or persons related to them; and
 •   placing the authorised but unissued Shares of the Company under the control of the Directors solely for the
     purposes of implementing the Rights Offer.

 Unless otherwise stated, capitalised terms used in this announcement have the same meaning given in the
 Circular.

 EOH is pleased to advise Shareholders that all the resolutions proposed at the General Meeting of Shareholders
 were passed by the requisite majority of votes cast by Shareholders. The voting details with respect to
 resolutions are set out below.

 Results of voting of Ordinary Shareholders

Resolution                               Number of     Percentage
                                           Ordinary       Ordinary
                                            Shares         Shares                    Against
                                              voted        voted *        For **          **      Abstained*
                                         (excluding     (excluding            %           %               %
                                       abstentions)   abstentions)
Special Resolution Number 1 -
Increase in the number of
authorised EOH Shares                   68 029 943            40.30      100,00          0,00            0,01
Special Resolution Number 2 -
Authorisation for the amendment of
the Memorandum of Incorporation         62 029 943            40.30      100,00          0,00            0,01
Special Resolution Number 3 -
Authorisation in terms of section 41
to issue EOH Shares for the
purposes of implementing the
Rights Offer                            67 967 459           40.28    100,00       0,00            0,01
Special Resolution Number 4 -
Approval     of   the     A    Share
Amendments                              44 796 842           29.19    100,00       0,00            0,01
Special Resolution Number 5 -
Amendment of the Memorandum of
Incorporation to effect the A Share
Amendments                              68 029 943           40.30    100,00       0,00            0,01
Ordinary Resolution Number 1 -
Placing EOH Shares under the
control of the Directors for the
specific purpose of the Rights Offer    68 029 943           40.30    100,00       0,00            0,01
Ordinary Resolution Number 2 -
Approval of the Specific Issue          44 734 358           30,71    100,00       0,00            0,01
Ordinary Resolution Number 3 -
General Authorisation                   68 029 943           40.30    100,00       0,00            0,01


 Results of the voting of A Shareholders

Resolution                             Number of A     Percentage
                                            Shares        A Shares
                                              voted         voted *             Against
                                         (excluding     (excluding    For **         **     Abstained*
                                       abstentions)   abstentions)        %          %              %
Special Resolution Number 1 -
Increase in the number of
authorised EOH Shares                       40 000          100,00    100,00       0,00            0,00
Special Resolution Number 2 -
Authorisation for the amendment of
the Memorandum of Incorporation             40 000          100,00    100,00       0,00            0,00
Special Resolution Number 3 -
Authorisation in terms of section 41
to issue EOH Shares for the
purposes of implementing the
Rights Offer                                40 000          100,00    100,00       0,00            0,00
Special Resolution Number 4 -
Approval     of    the    A    Share
Amendments                                        -               -        -           -              -
Special Resolution Number 5 -
Amendment of the Memorandum of
Incorporation to effect the A Share
Amendments                                  40 000          100,00    100,00       0,00            0,00
Ordinary Resolution Number 1 -
Placing EOH Shares under the
control of the Directors for the
specific purpose of the Rights Offer        40 000          100,00    100,00       0,00            0,00
Ordinary Resolution Number 2 -
Approval of the Specific Issue                    -               -        -           -              -
Ordinary Resolution Number 3 -
General Authorisation                       40 000          100,00    100,00       0,00            0,00


 *       Based on 176 544 961 EOH Shares, being the total number of EOH Shares in issue as at the meeting
         record date being Friday, 2 December 2022.
 **      Based on the number of EOH Shares voted, excluding abstentions.

 Lebashe and its associates have not voted on or their votes have not been counted in respect of Special
 Resolution number 4 and Ordinary Resolution number 2.

 Special Resolutions Number 1, 2 and 5 will be filed with the CIPC.
Johannesburg
13 December 2022

              Joint Financial Advisor                Joint Financial Advisor and Transaction
                                                                     Sponsor

  Rand Merchant Bank (a division of FirstRand Bank   The Standard Bank of South Africa Limited
                    Limited)


       South African Legal Advisor to EOH            Legal Advisor to Joint Financial Advisors

   DLA Piper Advisory Services Proprietary Limited          Bowman Gilfillan Incorporated


        Independent Reporting Accountant                        Independent Expert

       PricewaterhouseCoopers Incorporated             Nodus Capital TS Proprietary Limited

Enhanced Investments, Inc.
329 South Oyster Bay Road #2085
Plainview, NY 11803
team@eninvs.com

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All statements made via social media sites sponsored or maintained by Enhanced Investments and its affiliates are for informational purposes only and do not constitute a comprehensive description of Enhanced Investments' investment advisory services.
Certain investments are not suitable for all investors. Before investing, consider your investment objectives and applicable fees. The rate of return on investments can vary widely over time, especially for long term investments. Investment losses are possible, including the potential loss of all amounts invested. Information provided by Enhanced Investments is for informational and general educational purposes only and is not investment or financial advice.