ALVIVA HOLDINGS LIMITED - Results Of Annual General Meeting (AGM Or Alviva AGM)

Results Of Annual General Meeting (“AGM” Or “Alviva AGM”)

         Alviva 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 ANNUAL GENERAL MEETING (“AGM” or “ALVIVA AGM”)

         Shareholders are advised that at the AGM of Alviva held on Wednesday, 21 November 2018, all the ordinary
         and special resolutions tabled 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: 150 717 917

                 - Total number of Alviva shares that were present/represented at the AGM: 96 604 815, being 64%
                   of the total number of Alviva shares that could have been voted at the AGM

                                 Number of                                                              Abstained, in
                                                 %
                                  shares                         For                 Against          relation to total
    Resolution proposed                        shares
                                   voted                                                               shares in issue
                                               voted
                                                           Shares        %       Shares         %     Shares       %
Special resolutions
1. Issue of a general            95 870 878     63.61     95 593 598   99.71    277 280        0.29   733 937     0.47
    authority for the Company
    to repurchase its own
    shares
2. Issue of a general            95 982 833     63.68     95 979 333   100.00    3 500         0.00   621 982     0.40
    authority to provide
    financial assistance in
    terms of section 44 of the
    Companies Act
 3. Issue of a general           95 982 833     63.68     95 976 833   99.99     6 000         0.01   621 982     0.40
    authority to provide
    financial assistance for a
    period of two years in
    terms of section 45 of the
    Companies Act
4. Issue of specific authority   95 982 833     63.68     95 980 233   100.00    2 600         0.00   621 982     0.40
    to repurchase ordinary
    shares from Alviva
    Treasury Services
    Proprietary Limited
5. Approval of the fee           95 982 383     63.68     94 042 265   97.98    1 940 118      2.02   622 432     0.40
    structure to be paid to
    non-executive directors
Ordinary resolutions
1. Re-appointment of retiring
   directors and ratification
   of appointment of director
   1.1 Re-appointment of         95 982 133   63.68   95 710 930   99.72    271 203     0.28    622 682   0.40
        Ms N Medupe as an
        Independent Non-
        Executive Director
   1.2 Re-appointment of Mr      95 982 081   63.68   79 376 382   82.70   16 605 699   17.30   622 734   0.40
        A Tugendhaft as a
        Non-Executive
        Director
   1.3 Ratification of           95 982 133   63.68   95 916 265   99.93    65 868      0.07    622 682   0.40
        appointment of Ms P
        Natesan as an
        Independent Non-
        Executive Director and
        Lead Independent
        Director
2. Appointment of the
   members of the Audit and
   Risk Committee
   2.1 Ms N Medupe               95 982 133   63.68   95 916 165   99.93    65 968      0.07    622 682   0.40
        (Chairperson)
   2.2 Ms SH Chaba               95 982 133   63.68   95 916 165   99.93    65 968      0.07    622 682   0.40
   2.3 Ms P Natesan              95 982 133   63.68   95 916 265   99.93    65 868      0.07    622 682   0.40
3. Approval to re-appoint        95 982 133   63.68   95 976 433   99.99    5 700       0.01    622 682   0.40
   SizweNtsalubaGobodo
   Grant Thornton
   Incorporated and Mr A
   Philippou as auditors
4. Endorsement of the
   Company’s Remuneration
   Policy and its
   Remuneration
   Implementation Report
   4.1 Endorsement of the        95 981 631   63.68   95 976 131   99.99     5 500      0.01    623 184   0.40
        Company’s
        Remuneration Policy
   4.2 Endorsement of the        95 981 631   63.68   95 976 131   99.99     5 500      0.01    623 184   0.40
        Company’s
        Remuneration
        Implementation
        Report
5. General authorisation to      95 982 133   63.68   93 767 724   97.69   2 214 409    2.31    622 682   0.40
   place unissued shares
   under the control of the
   directors
6. General authorisation to     95 982 133     63.68    93 908 456    97.84     2 073 677     2.16     622 682    0.40
   issue shares for cash
7. Authorisation of the         95 982 133     63.68    95 950 595    99.97      31 538       0.03     622 682    0.40
   directors to implement the
   special and ordinary
   resolutions




         IMPLEMENTATION OF THE SPECIFIC REPURCHASE TRANCHE 2

         Pursuant to the approval of the Specific Repurchase Tranche 2 at the AGM, the board of directors of Alviva
         will now proceed with the implementation of same on Monday, 10 December 2018, following which an
         application will be submitted to the JSE to de-list the treasury shares repurchased in terms of the Specific
         Repurchase Tranche 2 on or about Tuesday, 11 December 2018. The remaining dates, which are unchanged,
         are set out on page 231 of the Integrated Annual Report as part of the circular to shareholders that was
         published on 28 September 2018.


         Midrand

         22 November 2018

         Sponsor: Deloitte & Touche Sponsor Services (Pty) Ltd

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