AFROCENTRIC INVESTMENT CORPORATION LIMITED - Results of the General Meeting of Afrocentric Shareholders

Results of the General Meeting of Afrocentric Shareholders

AfroCentric Investment Corporation Limited
(Incorporated in South Africa)
(Registration number 1988/000570/06)
JSE share code: ACT
ISIN: ZAE000078416
(“AfroCentric”)


RESULTS OF THE GENERAL MEETING OF AFROCENTRIC SHAREHOLDERS


Unless otherwise defined in this announcement, words and expressions contained herein shall have the same
meanings as assigned to them in the combined circular distributed to AfroCentric Shareholders on Thursday, 8
December 2022 (“Combined Circular”) and available on AfroCentric’s website (http://www.afrocentric.za.com/inv-
circulars.php) and on Sanlam’s website (www.sanlam.com/presentations).

1.   INTRODUCTION

     Shareholders of AfroCentric are advised that all of the resolutions necessary to approve the Partial Offer and the
     Asset for Share Transaction tabled at the General Meeting of AfroCentric Shareholders held today, Thursday 12
     January 2023, were approved by the requisite majority of votes of AfroCentric Shareholders present and entitled
     to vote thereon.

2.   RESULTS OF VOTING AT THE GENERAL MEETING

     The total number of AfroCentric Shares present in person or by proxy at the General Meeting was 453 294 164,
     representing 78% of the AfroCentric Shares in issue as at Friday,6 January 2023, being the Voting Record Date.

     The voting results are as follows:



                                      TOTAL AFROCENTRIC SHARES VOTED                                  ABSTENTIONS
     RESOLUTION                                                                           
                           NUMBER                 FOR*            AGAINST*                % **               %***


     Ordinary
     Resolution            
     Number 1                                                                    
                               
     Approval of the        452 137 239           
     Partial Offer      being 78.59% of the        100%             0.00%              78.11%              0.20%
                         AfroCentric Shares
                         entitled to vote
     
     Ordinary              
     Resolution                                                     
     Number 2                   
                        
     Authority to           452 137 239
     give effect to     being 78.59% of the         100%             0.00%              78.11%              0.20% 
     resolutions         AfroCentric Shares 
                          entitled to vote

     Special
     Resolution
     Number 1

     Approval of the
     Asset for Share
     Transaction            
     and authority to        452 024 851
     issue the A4S       being 78.58% of the           
     Consideration       AfroCentric Shares       99.99%             0.01%             78.09%              0.20%
     Shares in            entitled to vote
     terms of
     section 41(3) of                   
     the Companies
     Act
    

      *Expressed as a percentage of the total number of AfroCentric Shares voted at the General Meeting.
      **Shares voted, expressed as a percentage of the total number of AfroCentric Shares in issue.
      ***Shares abstained, expressed as a percentage of the total number of AfroCentric Shares in issue.

3.   UPDATE REGARDING THE PARTIAL OFFER

     Notwithstanding the approval of the Partial Offer by AfroCentric Shareholders at the General Meeting, AfroCentric
     Shareholders should note that the Partial Offer remains subject to the fulfilment or waiver, as applicable, of the
     remaining Partial Offer Conditions, as set out in the Combined Circular. Shareholders will be provided with a further
     update regarding the fulfilment or waiver, as the case may be, of the Partial Offer Conditions in due course.


4.   RESPONSIBILITY STATEMENT

     The AfroCentric Board, individually and collectively, accepts responsibility for the information contained in this
     announcement insofar as it relates to AfroCentric. In addition, the AfroCentric Board confirms that, to the best of
     its knowledge and belief, the information contained in this announcement, as it relates to AfroCentric, is true and
     correct and, where appropriate, does not omit anything that is likely to affect the importance of the information
     contained herein pertaining to AfroCentric and that all reasonable enquiries to ascertain such information have
     been made.


By order of the AfroCentric Board
Johannesburg
12 January 2023

Financial Advisor and Transaction Sponsor to AfroCentric
Investec Bank Limited

Legal Advisor to AfroCentric
Norton Rose Fulbright South Africa

Independent Expert to AfroCentric Independent Board
BDO Corporate Finance Proprietary Limited

Date: 12-01-2023 04:00:00
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