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Results of Scheme Meeting
SPANJAARD LIMITED SPANJAARD GROUP LIMITED
(Incorporated in the Republic of South Africa) (Incorporated in the Republic of South Africa)
(Registration number 1960/004393/06) (Registration number 1962/003015/06)
Share code: SPA ISIN: ZAE000006938
(“Spanjaard” or “the Company”) (“Spanjaard Group”)
RESULTS OF SCHEME MEETING
1. Introduction
Shareholders are advised that, at the Scheme Meeting held on Friday, 26 November 2021, the
special and ordinary resolutions set out in the Notice of Scheme Meeting (which was
dispatched to shareholders together with the circular dated 29 October 2021 (“Circular”)),
were passed by the requisite eligible majority shareholders (being those set out in the Notice
of Scheme Meeting in respect of each resolution). Words and expressions in this
announcement shall have the same meaning as assigned to them in the Circular.
2. Results of Scheme Meeting
Details of the results of the voting at the Scheme Meeting are set out below:
Total number of Shares in issue 8,142,850
Total number of Shares eligible to vote 2,264,452
in respect of the Scheme Resolution
(i.e. excluding the 5,878,398 Excluded
Shares held by Spanjaard Group and
parties related to Spanjaard Group)
Total number of Shares eligible to vote 2,264,452
in respect of the Ordinary and Special
Resolutions
Total number of Shares present or 933,143
represented at the Scheme Meeting in
person or by proxy in respect of the
Scheme Resolution
Total number of Shares present or 933,143
represented at the Scheme Meeting in
person or by proxy in respect of
Ordinary Resolution 1 and 2
The following table reflects the resolutions proposed at the Scheme Meeting as well as the
voting results in respect of each of the resolutions proposed:
Total number Shares
of Shares Shares voted Shares voted abstained
voted for against (% of total
(excluding (% of total (% of total voteable
Resolution proposed abstentions) Shares voted) Shares voted) Shares)
Special Resolution 1 928,873 97.71% 1.86% 0.46%
Implementation of the
Scheme
Special Resolution 2 928,873 97.71% 1.56% 0.46%
Section 164(9)(c) Resolution
Ordinary Resolution 1 928,873 97.71% 1.56% 0.46%
Stand-by Offer
Ordinary Resolution 2 928,873 97.71% 1.56% 0.46%
Authorisation of directors
3. Conditions Precedent and remaining salient dates and times
Shareholders will be advised once all the Conditions Precedent as set out in the Circular have
been fulfilled. A finalisation announcement will be made in due course based on the indicative
dates and times as detailed in the Circular.
By order of the Board
Johannesburg
29 November 2021
Corporate Advisor to Spanjaard Independent Expert Sponsor to Spanjaard
Arbor Capital Suez Capital AcaciaCap Advisors
Date: 29-11-2021 04:00:00
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