OMNIA HOLDINGS LIMITED - Notice of general meeting of Omnia shareholders

Notice of general meeting of Omnia shareholders

OMNIA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1967/003680/06)
JSE code: OMN
LEI NUMBER: 529900T6L5CEOP1PNP91
ISIN: ZAE000005153
("Omnia" or the "Company")


NOTICE OF GENERAL MEETING OF OMNIA SHAREHOLDERS


   1. INTRODUCTION
      As further detailed in the consolidated statement of cash flows in the audited annual financial statements
      for the year ended 31 March 2023, which were released on SENS on 19 June 2023, the Omnia Group (the
      "Group") has ended the financial year ended 31 March 2023 with net cash and cash equivalents of
      R1 861 million. In addition, the Group expects sufficient cash generation over the next 12 months,
      supported by more normalised net working capital levels.
     
      Omnia has previously communicated that while it intends to maintain a strong balance sheet, the board of
      directors ("board") would consider returning excess cash to shareholders over and above its ordinary
      dividend. Considering the strong financial position described above and long-term value accretion that
      should accrue to shareholders in terms of increased earnings per share and return on equity, the board
      believes that returning funds to shareholders by way of a general repurchase of shares represents an optimal
      use of surplus funds (post the payment of the ordinary dividend of R634 million as detailed in note 34 in
      the audited financial statements for the year ended 31 March 2023).
     
      Accordingly, the board has approved a general repurchase of up to 10% of the Company's shares in issue
      ("general repurchase"). In order to undertake the general repurchase, the board is required to obtain
      shareholder approval in terms of sections 4, 46 and 48 of the Companies Act 71 of 2008, as amended, and
      paragraph 5.72 of the JSE Listings Requirements.


   2. NOTICE OF GENERAL MEETING OF SHAREHOLDERS
      Shareholders are advised that the Company has today distributed a notice of general meeting of Omnia
      shareholders ("notice") detailing the proposed terms of the general repurchase.
      
      Notice is hereby given to the shareholders of the Company that a general meeting of Omnia will be held at
      The Townhall at Omnia House, Building H, Monte Circle Office Park, 178 Montecasino Boulevard,
      Fourways, Sandton, 2191 on Tuesday, 18 July 2023 at 10h00 ("general meeting"), to consider and, if
      deemed fit, to pass, with or without modification, the resolution set out in the notice.
      
      For those attending virtually, the general meeting will be hosted on an interactive electronic platform to
      facilitate voting and remote participation by shareholders as further detailed in the notice.
      
      The notice is available on the Company's website at https://www.omnia.co.za/downloads/send/98-
      2023/385-notice-agm-2023

   3. SALIENT DATES AND TIMES
      The salient dates and times in respect of the general meeting are as follows:
                                                                                                        2023
      Record date to receive the notice of general meeting                                    Friday, 9 June
      Notice of general meeting of shareholders distributed on                               Monday, 19 June
      Last day to trade in order to be eligible to participate in and vote at the general
      meeting                                                                                Tuesday, 4 July
      Voting record date                                                                      Friday, 7 July
      Last date to lodge forms of proxy for the general meeting, with JSE Investor
      Services Proprietary Limited (“transfer secretaries”), by 10h00 (alternatively,
      the form of proxy may be handed to the chairperson of the general meeting at
      any time prior to the commencement of the general meeting or prior to voting on
      special resolution 1)                                                                  Friday, 14 July
      General meeting held at 10h00                                                         Tuesday, 18 July
      Results of the general meeting released on SENS                                       Tuesday, 18 July

      Notes:
      1. All dates and times in this notice are local dates and times in South Africa and are subject to change.
         Any changes will be released on SENS.
      2. Omnia shareholders should note that as transactions in Omnia shares are settled in the electronic
         settlement system used by Strate, settlement of trades takes place 3 (three) business days after such
         trade. Therefore, Omnia shareholders who acquire Omnia shares after close of trade on Tuesday,
         4 July 2023 will not be eligible to vote at the general meeting.
      3. No dematerialisation and rematerialisation of Omnia shares may take place between Wednesday,
         5 July 2023 and Friday, 7 July 2023, both days inclusive.

Johannesburg
19 June 2023


Sponsor
Java Capital

Date: 19-06-2023 07:07:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.