Ellies Holdings Limited (JSE:ELI) News - Results of General Meeting

Ellies Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2007/007084/06)
JSE share code: ELI ISIN: ZAE000103081
("Ellies" or “the Company")

Results of General Meeting

Ellies shareholders (“Shareholders”) are referred to the announcement released on the Stock
Exchange News Service (“SENS”) on 6 July 2021, in which they were advised that Ellies has
entered into an agreement with Imvula Education Empowerment Fund Trust (“Imvula”), a Broad-
Based Black Economic Empowerment partner, in terms of which Ellies will issue and Imvula will
subscribe for 185 242 070 new ordinary shares of no par value (“Subscription Shares”) to Imvula
and other related matters, (“the Proposed B-BBEE Transaction”). The Subscription Shares will be
issued at an issue price per ordinary share of 10 cents per share for total cash consideration of
R18 524 207,00.

Full details of the Proposed B-BBEE Transaction were set out in the Circular published and
distributed on Tuesday, 10 August 2021, (“the Circular”), and incorporating details of the General
Meeting of Shareholders for purposes of approving (with or without modification) the relevant
resolutions to be proposed thereat.

Capitalised terms used in this announcement that are not otherwise defined, bear the meanings
ascribed to them in the Circular.

Shareholders are advised that at the General Meeting of Shareholders held today, Wednesday, 8
September 2021, held entirely by electronic communication, all the resolutions required to be
passed in order to approve the Proposed B-BBEE Transaction were passed with overwhelming
support from the Shareholders.

The details of voting results for the proposed resolutions were as follows:

Total number of Ellies shares entitled to vote is 620 158 235, net of treasury shares.
Total number of Ellies shares that were represented at the General Meeting: 169 052 695,
representing 27% of the total number of Ellies shares that could have been voted at the General
Meeting.

 Resolutions                    For                 Against         Abstained, in       Shares
                                                                    relation to total   voted
                                                                    shares in issue

 SPECIAL RESOLUTION
 NUMBER 1 – Share
 Increase
 Number of shares                     165,913,292      2,212,503         926,900        168,125,795


 Percentage                            98.68%              1.32%              0.15%         27.11%


 ORDINARY RESOLUTION
 NUMBER 1 – Approval of
 the Specific Issue
Number of shares              165,959,792   2,164,501   928,402     168,124,293


Percentage                        98.71%       1.29%       0.15%        27.11%


ORDINARY RESOLUTION
NUMBER     2    –  Pre-
approval of the B-BBEE
Spend

Number of shares           167,011,792      1,178,003   862,900     168,189,795


Percentage                        99.30%       0.70%       0.14%      27.12%


SPECIAL RESOLUTION
NUMBER 2 – Specific
Authority to repurchase
the Subscription Shares
from    the   Subscriber
pursuant to the Call
Option
Number of shares           165,931,470      2,166,323   954,902     168,097,793


Percentage                        98.71%       1.29%       0.15%      27.11%


SPECIAL RESOLUTION
NUMBER 3 – Specific
authority to repurchase
the Subscription Shares
from    the   Subscriber
pursuant to the Pre-
Emptive Right
Number of shares           166,667,971      1,301,322   1,083,402   167,969,293


Percentage                    99.23%        0.77%          0.17%        27.08%


ORDINARY RESOLUTION
NUMBER 3 – Authority of
Directors
Number of shares           165,827,852      2,164,501   1,060,342   167,992,353


Percentage                    98.71%           1.29%       0.17%        27.09%
Johannesburg
8 September 2021

Corporate Advisor to Ellies: Khanda Capital Proprietary Limited

Transaction Sponsor to Ellies: Deloitte & Touche Sponsor Services Proprietary Limited

Legal Advisor to Ellies: Baker & McKenzie Incorporated

Joint Transaction Advisor to Imvula: CapitalGate Proprietary Limited
Joint Transaction Advisor to Imvula: Agilequity Proprietary Limited

Date: 08-09-2021 01:24:00
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