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Results of AGM, Finalisation Announcement, Changes to Board and Change of Company Secretary
Novus Holdings Limited
Incorporated in the Republic of South Africa
(Registration number 2008/011165/06)
JSE share code: NVS ISIN: ZAE000202149
(“Novus Holdings”, “the Company” or “the Group”)
RESULTS OF ANNUAL GENERAL MEETING, FINALISATION ANNOUNCEMENT FOR THE SCRIP
DISTRIBUTION ALTERNATIVE, CHANGES TO BOARD AND CHANGE OF COMPANY SECRETARY
1. Results of Annual General Meeting
Shareholders are advised that, at the annual general meeting of Novus Holdings held today, all the
resolutions as set out in the notice of annual general meeting were passed by the requisite majority of
shareholders.
The number of shares voted in person or by proxy was 189,548,740 representing 65.80% of the total
issued share capital of the same class of the Company’s shares (excluding treasury shares).
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
carried for against the % of shares
Resolution the resolution resolution abstained
Ordinary Resolution Number 1: Consideration and
acceptance of Financial Statements 100.00 0.00 0.00
Ordinary Resolution Number 2: Re-appointment of
auditor 99.89 0.11 0.00
Ordinary Resolution Number 3.1: Confirmation of
appointment of Executive Director – Keshree Alwar 99.89 0.11 0.00
Ordinary Resolution Number 4.1: Appointment of Non-
Executive Director – André van deer Veen 99.89 0.11 0.00
Ordinary Resolution Number 4.2: Appointment of Non-
Executive Director – Adrian Steven Zetler 99.89 0.11 0.00
Ordinary Resolution Number 5.1: Re-election of Non-
executive Director – Phumla Mnganga 99.89 0.11 0.00
Ordinary Resolution Number 6.1: Re-appointment of
member of the Audit and Risk Committee – Hellen Lulama
Mtanga 100.00 0.00 0.00
Ordinary Resolution Number 6.2: Re-appointment of
member and appointment as Chairman of the Audit and
Risk Committee – Abduraghman Mayman 100.00 0.00 0.00
Ordinary Resolution Number 6.3: Appointment of
member of Audit and Risk Committee – Adrian Steven
Zetler 98.50 1.50 0.00
Ordinary Resolution Number 7: Scrip dividend
alternative 100.00 0.00 0.00
Ordinary Resolution Number 8.1: Endorsement of the
Remuneration Policy 98.61 1.39 0.00
Ordinary Resolution Number 8.2: Endorsement of the
Implementation Report 98.61 1.39 0.00
Special Resolution Number 1: Remuneration of Directors 99.90 0.10 0.00
Special Resolution Number 2: Financial assistance in
terms of Section 44 81.81 18.19 0.00
Special Resolution Number 3: Financial assistance in
terms of Section 45 99.96 0.04 0.00
Special Resolution Number 4: General authority to
acquire (repurchase) shares 99.89 0.11 0.00
Ordinary Resolution Number 8: Signing powers 100.00 0.00 0.00
2. Finalisation Announcement in respect of the Scrip Distribution Alternative
Shareholders are referred to the announcement released on SENS by the Company on 16 July 2021
(and using the terms defined therein unless otherwise stated) (“Declaration Announcement”)
wherein it was stated, in paragraph 3.1, that the Scrip Distribution Shares will be settled by way of the
issue of treasury shares, subject to the Company obtaining the requisite approval from shareholders
of Ordinary Resolution Number 7 above.
As Ordinary Resolution Number 7 has now been passed by shareholders, the Scrip Distribution
Alternative will proceed in accordance with the timetable set out in paragraph 8 of the Declaration
Announcement.
3. Changes to the Board of Directors and Appointment of Company Secretary
In compliance with paragraph 3.59 of the Listings Requirements of JSE Limited (”JSE”), the board of
directors of Novus Holdings (“the Board”) hereby notifies shareholders of the following changes to
the Board.
Mr Sandile Zungu has tendered his resignation as an independent non-executive director, with effect
from 27 August 2021. Mr Zungu has served on the Board since the Company’s listing on the JSE in
2015 and was a member of the Social and Ethics, Remuneration and Nominations Committees. The
Board wishes to record their gratitude to Mr Zungu for his long standing and valuable contribution to
the Group and wish him well in his future endeavours.
The Board is conscious of the impact his resignation has on its composition and will therefore continue
to assess and adjust its composition, ensuring that it sustains the appropriate levels of competence,
capacity, diversity and governance.
Shareholders are referred to the announcement released on SENS on 02 July 2021, advising of Ms
Keshree Alwar’s appointment as Chief Financial Officer, and her resignation as the Group’s Company
Secretary, both with effect from 01 September 2021. Further to this, the Group is pleased to announce
the appointment of Kilgetty Statutory Services Proprietary Limited (“Kilgetty”) as the Group’s
Company Secretary, effective 01 September 2021. Kilgetty has previously served in this capacity for
the Group and the Board looks forward to the continued relationship with them.
Cape Town
27 August 2021
Sponsor
Merchantec Capital
Date: 27-08-2021 03:55:00
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