DISTELL GROUP HOLDINGS LIMITED - Results of the special and ordinary resolutions passed by shareholders in terms of s60 of the Companies Act

Results of the special and ordinary resolutions passed by shareholders in terms of s60 of the Companies Act

DISTELL GROUP HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2016/394974/06)
(Share code: DGH)
(ISIN: ZAE000248811)
(“Distell” or “the Company”)

RESULTS OF THE SPECIAL AND ORDINARY RESOLUTIONS PASSED BY
SHAREHOLDERS OF THE COMPANY IN TERMS OF SECTION 60 OF THE COMPANIES
ACT, 71 OF 2008

On 22 August 2022 Distell distributed a circular to shareholders regarding a general authority
for the Company to provide financial assistance in terms of sections 44 and 45 of the
Companies Act, 71 of 2008 (“Companies Act”) proposed in terms of section 60 of the
Companies Act (the “Circular”). Shareholders are advised that the special and ordinary
resolutions, as set out in the Circular, were approved, and adopted by the Company in terms
of section 60(2) of the Companies Act.

In total 154 036 706 Distell Ordinary Shares (“Ord”) and 124 226 613 Distell B Shares (“B”)
were voted, representing 80.20% of the total number of voting rights that were entitled to be
exercised in relation to the matter.

The results of each resolution are as follows:

Resolutions                        Votes cast disclosed as a   Number of shares   Shares voted       Shares
                                   percentage of the total     voted              disclosed as a     abstained
                                   number of shares voted                         percentage of      disclosed as
                                                                                  the total issued   a percentage
                                   For          Against                           shares2            of the total
                                                                                                     issued
                                                                                                     shares2

Special Resolution Number 1:       89.81% Ord   10.19% Ord     162 376 842 Ord    72.89% Ord         3.74% Ord
Financial assistance in terms of   100.00% B    0.00% B        124 226 613 B      100.00% B          0.00% B
section 44 of the Companies Act

Special Resolution Number 2:       87.80% Ord   12.20% Ord     162 378 882 Ord    72.90% Ord         3.74% Ord
Financial assistance in terms of   100.00% B    0.00% B        124 226 613 B      100.00% B          0.00% B
section 45 of the Companies Act

Ordinary Resolution Number 1:      94.03% Ord   5.97% Ord      162 374 355 Ord    72.89% Ord         3.75% Ord
Authorisation of Directors         100.00% B    0.00% B        124 226 613 B      100.00% B          0.00% B

Notes:
1. A vote "abstained" is, in accordance with the memorandum of incorporation of Distell, not counted
   in the calculation of the votes (either "for" or "against” a resolution) and was deemed not to have
   exercised a vote in respect of such resolution.
2. As at Friday, 12 August 2022, the total issued ordinary shares of Distell is 222 754 877 Distell
   Ordinary Shares and 124 226 613 Distell B Shares. As at Friday, 12 August 2022, the total votable
   ordinary shares on the resolutions, is 222 754 877 Distell Ordinary Shares and 124 226 613 Distell
   B Shares.

Stellenbosch
29 September 2022

Sponsor
Rand Merchant Bank, a division of FirstRand Bank Limited

Date: 29-09-2022 07:05:00
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