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Results of General Meeting regarding the Repurchase from Related Parties
Finbond Group Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2001/015761/06)
Share code: FGL ISIN: ZAE000138095
("Finbond" or the "Company" or the "Group")
RESULTS OF GENERAL MEETING REGARDING THE REPURCHASE FROM RELATED PARTIES
Shareholders are hereby advised that at the general meeting of shareholders of the company held on
Friday, 8 December 2023 all the proposed special resolutions, as set out in the notice of general
meeting contained in the Circular to shareholders posted to shareholders on Thursday, 9 November
2023, were passed by the requisite majority of shareholders present and voting, in person or by proxy.
Unless expressly defined in this announcement, capitalised terms herein have the meaning given to
them in the Circular.
Details of the results of voting at the annual general meeting are as follows:
- Total number of issued ordinary shares: 883 243 450
- Total number of issued ordinary shares net of treasury shares: 794 124 742
- Total Votable Ordinary Shares for Special Resolution number 1: 573 601 384
- Total Votable Ordinary Shares for Special Resolution number 2: 635 801 177
- Total number of issued ordinary shares which were present/represented at the annual general
meeting: 458 544 386 eligible to vote on Special Resolution number 1, being 79.94% of the Total
Votable Ordinary Shares for Special Resolution number 1 and 520 744 179 eligible to vote on Special
Resolution number 2, being 81.90% of the Total Votable Ordinary Shares for Special Resolution
number 2.
Special Resolutions
Special Resolution number 1: Specific Authority to Repurchase Shares – Net1
For (1) Against (1) Abstentions (2) Shares voted (3)
458 523 569 being 10 000 being 0.002% 10 817 being 0.002% 458533 569 being
99.998% 79.939%
Special Resolution number 2: Specific Authority to Repurchase Shares – MIT
For (1) Against (1) Abstentions (2) Shares voted (3)
520 723 362 being 10 000 being 0.002% 10 817 being 0.002% 520 733 362 being
99.998% 81.902%
Special Resolution number 3: Revocation of Special Resolution number 1 and number 2
Finbond did not receive any written notice from any shareholder objecting to the Repurchase in terms of section
164(3) of the Companies Act. Consequently, Special Resolution number 3 was not put to shareholders to vote, as
per the notice of General Meeting.
Notes:
(1) The votes carried for and against each individual resolution are disclosed as a percentage in relation to
the total number of ordinary shares voted (whether in person or by proxy) in respect of such individual
resolution at the annual general meeting.
(2) The total number of ordinary shares abstained in respect of each individual resolution (whether in person
or by proxy) is disclosed as a percentage in relation to the relevant Total Votable Ordinary Shares.
(3) The total number of ordinary shares voted (whether in person or by proxy) at the annual general
meeting in respect of each individual resolution is disclosed as a percentage in relation to the
relevant Total Votable Ordinary Shares.
Repurchase Salient Dates and Times
The remaining salient dates and times relating to the Repurchase are as follows:
Last date on which Shareholders who voted against the Special Resolution
may require Finbond to seek court approval in terms of section 115(3)(a)
of the Companies Act, but only if the Repurchase Resolutions were Monday, 18 December 2023
opposed by at least 15% of the voting rights exercised thereon
Last date on which Shareholders who voted against the Special Resolution
may make application to the court in terms of section 115(3)(b) of the
Companies Act for leave to apply for a review of the Repurchase, as the case Wednesday, 27 December 2023
may be
If no Shareholder exercises their rights in terms of section 115(3)(a)
and (b) of the Companies Act, then the following are the anticipated
relevant dates and times:
Compliance certificate anticipated to be received from the TRP on Thursday, 28 December 2023
Finalisation announcement released on SENS on Thursday, 28 December 2023
Finalisation announcement published in the press on Friday, 29 December 2023
Expected implementation date of the Repurchase on or about Friday, 29 December 2023
Delisting application letter lodged with the JSE for the delisting of the Friday, 29 December 2023
Repurchase Shares
Expected termination of listing of Repurchase Shares at the commencement Friday, 5 January 2024
of trading on or about
Responsibility Statements
The Independent Board collectively and individually, accept responsibility for the accuracy of the
information given in this announcement and certify that, to the best of their knowledge and belief,
the information contained in this announcement is true, that no facts have been omitted which would
make any statement in this announcement false or misleading, that all reasonable enquiries to
ascertain such facts have been made and that this announcement contains all information required
by law, the Takeover Regulations, and the JSE Listings Requirements.
The Board collectively and individually accept full responsibility for the accuracy of the information
given and certify that to the best of their knowledge and belief there are no facts that have been
omitted which would make any statement false or misleading, and that all reasonable enquiries to
ascertain such facts have been made and that this announcement contains all information required
by law and the JSE Listings Requirements.
Pretoria
11 December 2023
Sponsor: Grindrod Bank Limited
Date: 11-12-2023 05:00:00
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