| Mon 30 Sep 2019, 16:21 | | OMNIA HOLDINGS LIMITED - OMN : Results of Annual General Meeting and Re-Appointment of Director |
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OMN : Results of Annual General Meeting and Re-Appointment of Director:
Omnia Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 1967/003680/06)
Share code: OMN ISIN: ZAE000005153
("Omnia" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING AND RE-APPOINTMENT OF DIRECTOR
Shareholders are advised that at the annual general meeting of Omnia ("AGM") held on 27 September 2019,
all the resolutions as set out in the notice of AGM were passed by the requisite majority of shareholders
save for:
o Special resolution number 2.2: Financial assistance to be granted by the Company in terms of section
45 of the Companies Act', which was withdrawn from the AGM as a result of such approval having
already been obtained at the general meeting of shareholders of Omnia held on 25 July 2019; and
o Ordinary resolution number 12.2: Non-binding advisory vote to support the remuneration
implementation report.
The number of shares voted in person or by proxy were 55 918 320, representing 80.98% of the total issued
share capital of the same class of Omnia shares as at the record date to be eligible to vote at the AGM.
The resolutions proposed at the meeting, together with the percentage of votes carried for and against each
resolution, as well as the percentage of shares abstained, are set out below:
% of votes % of votes % of
for the against the shares
Resolution resolution resolution abstained
Ordinary resolution number 1: Re-appointment of the
auditors, together with Ms T Rae being the individual
registered auditor, for the ensuing year 59.84 40.16 0.00
Ordinary resolution number 2: Re-election of director:
Mr R Havenstein 96.89 3.11 0.04
Ordinary resolution number 3: Re-election of director:
Mr F Butler 83.93 16.07 0.04
Ordinary resolution number 4: Re-election of director:
Mr S Mncwango 88.65 11.35 0.04
Ordinary resolution number 5: Re-election of director:
Prof N Binedell 99.02 0.98 0.04
Ordinary resolution number 6: Re-election of director:
Ms L De Beer 99.02 0.98 0.04
Ordinary resolution number 7: Confirmation of
appointment of new director: Mr T Gobalsamy 100.00 0.00 0.04
Ordinary resolution number 8: Confirmation of
appointment of new director: Mr W Plaizier 100.00 0.00 0.00
Ordinary resolution number 9.1: Appointment of
Ms L De Beer as member and chair of the audit committee 99.01 0.99 0.04
Ordinary resolution number 9.2: Appointment of
Mr R Bowen as member of the audit committee 89.15 10.85 0.04
Ordinary resolution number 9.3: Appointment of
Ms T Eboka as member of the audit committee 78.60 21.40 0.04
Ordinary resolution number 10: General authority to
place unissued shares under the control of the directors 63.44 36.56 0.00
Ordinary resolution number 11: Authorisation to sign
documents giving effect to approved resolutions 100.00 0.00 0.00
Ordinary resolution number 12.1: Non-binding advisory
vote to support the remuneration policy 61.32 38.68 0.00
Ordinary resolution number 12.2: Non-binding advisory
vote to support the remuneration implementation report 44.74 55.26 0.00
Special resolution number 1.1: Approval of
non-executive directors' fees 84.63 15.37 0.00
Special resolution number 1.2: Approval of chair's fees 89.77 10.23 0.00
Special resolution number 2.1: Financial assistance to
be granted by the company in terms of section 44 of the
Companies Act 91.02 8.98 0.00
Special resolution number 2.2: Financial assistance to
be granted by the company in terms of section 45 of the
Companies Act n/a n/a n/a
Ordinary resolution numbers 12.1 and 12.2 were tabled at the AGM in accordance with the JSE Listings
Requirements and the King IV recommendation that the Company obtain a non-binding advisory vote by
shareholders on the remuneration policy and the remuneration implementation report applicable to all
employees and directors of the Company, and any of its subsidiaries or divisions.
While failure to pass these resolutions will not have legal consequences relating to the existing
arrangements, given that the resolutions were voted against by shareholders exercising 25% or more of the
voting rights exercised, Omnia has committed to engage with shareholders with a view to obtain an
understanding of shareholders' concerns with the remuneration policy and implementation report. Details of
such engagement will be advised by way of a further SENS announcement in due course.
Shareholders are advised that following the automatic termination of the appointment of Mr George
Cavaleros to the board of Omnia ("the board") (in terms of the Company's memorandum of incorporation),
Mr Cavaleros has been re-appointed to the board with effect from Friday, 27 September 2019. His
appointment will be ratified at the next AGM of the Company.
Johannesburg
30 September 2019
Sponsor
Merchantec Capital
Date: 30/09/2019 04:22:00
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