RESULTS OF ALVIVA ANNUAL GENERAL MEETING (“AGM” or “ALVIVA AGM”) AND CHANGES TO THE BOARD OF DIRECTORS (“THE BOARD”)

Alviva Holdings Limited

(Formerly Pinnacle Holdings Limited)

(Incorporated in the Republic of South Africa)

Registration number 1986/000334/06

Share Code: AVV

ISIN: ZAE000227484

(“Alviva” or “The Company”)

 

RESULTS OF ALVIVA ANNUAL GENERAL MEETING (“AGM” or “ALVIVA AGM”) AND CHANGES TO THE BOARD OF DIRECTORS (“THE BOARD”)

 

Shareholders are advised that all the ordinary and special resolutions tabled at the AGM of Alviva held on Thursday, 23 November 2017 were passed by the requisite majority of shareholders.

In this regard and in accordance with paragraph 3.91 of the JSE Limited (“JSE”) Listings Requirements, the detailed voting results of the Alviva AGM are set out below:

– Total number of Alviva shares that could have been voted at the AGM: 158 646 714

– Total number of Alviva shares that were present/represented at the AGM: 96 172 344 being 61% of the total number of Alviva shares that could have been voted at the AGM

 

RESOLUTIONS SHARES VOTED EXCLUDING ABSTENTIONS NUMBER OF VOTES (ONE PER SHARE) ABSTAINED AS A PERCENTAGE OF VOTABLE SHARES
IN FAVOUR OF AGAINST
Special resolutions
1.  Issue of a general authority for the Company to repurchase its own shares 95 955 706 95 880 005 75 701 216 638
      Percentage 60.48% 99.92% 0.08% 0.14%
2.  Issue of a general authority to provide financial assistance in terms of section 44 of the Companies Act 96 097 515 96 089 975 7 540 74 829
      Percentage 60.57% 99.99% 0.01% 0.05%
3.Issue of a specificauthority to provide financial assistance in terms of section 44 of the Companies Act 96 097 815 95 936 506 161 309 74 529
Percentage 60.57% 99.83% 0.17% 0.05%
4.   Approval of the fee structure to be paid to non-executive directors 96 097 375 96 095 943 1 432 74 969
      Percentage 60.57% 100.00% 0.00% 0.05%

 

Ordinary resolutions
1.   Re-appointment of retiringdirectors
      1.1   Re-appointment of Ms SH Chaba as a non-executive director 96 108 815 96 107 243 1 572 63 529
      Percentage 60.58% 100.00% 0.00% 0.04%
2.  Appointment of the Audit and Risk Committee members
2.1 Ms N Medupe – Chairperson 96 108 375 96 107 243 1 132 63 969
      Percentage 60.58% 100.00% 0.00% 0.04%
2.2 Ms SH Chaba – Member 96 108 375 96 107 243 1 132 63 969
      Percentage 60.58% 100.00% 0.00% 0.04%
3.  Approval to re-appoint SizweNtsalubaGobodo Incorporated and Mr A Philippou as auditors 95 955 706 83 779 816 12 175 890 216 638
      Percentage 60.48% 87.31% 12.69% 0.14%
4.  Endorsement of the Company’s Remuneration Policy and its implementation 96 097 075 95 714 154 382 921 75 269
      Percentage 60.57% 99.60% 0.40% 0.05%
5.  General authorisation to place unissued shares under the control of the directors 96 096 635 95 000 377 1 096 258 75 709
      Percentage 60.57% 98.86% 1.14% 0.05%
6.  General authorisation to issue shares for cash 96 108 735 95 166 046 942 689 63 609
      Percentage 60.58% 99.02% 0.98% 0.04%
7.   Authorisation of directors to implement special and ordinary resolutions 96 108 735 96 079 337 29 038 63 969
      Percentage 60.58% 99.97% 0.03% 0.04%

 

The special resolutions will be submitted to the Companies and Intellectual Property Commission (“CIPC”) in due course for filing or registration where applicable.

 

Mr B Sibiya, the company’s lead independent director, has retired in compliance with the MOI requirement that one-third or more of the non-executive directors must retire at each AGM and has opted not to make himself available for re-election. A new lead independent director and audit committee member will be appointed shortly.

 

Midrand

24 November 2017

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