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Results of AGM, Financial Assistance in terms of Section 45 of The Companies Act and Resignation of a Board Member
NVEST FINANCIAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2008/015990/06)
(“NVest” or “the Company”)
ISIN Code: ZAE000199865 JSE Code: NVE
RESULTS OF ANNUAL GENERAL MEETING (“AGM”), FINANCIAL ASSISTANCE IN TERMS OF
SECTION 45 OF THE COMPANIES ACT AND RESIGNATION OF A BOARD MEMBER
RESULTS OF AGM
Shareholders are advised that, at the Company’s AGM held on 16 August 2021, the following
resolutions were passed without modification.
Number of ordinary shares represented at the meeting 221 805 375
Total issued number of ordinary shares 303 241 722
Percentage of ordinary shares represented at the meeting 73.14%
Resolutions For Against Abstain Total Votes
% % (% of issued (excluding
share capital) abstentions)
Ordinary Resolution Number 1 –
Adoption of Annual Financial 221 805 375 - - 221 805 375
Statements 100% 0% 0% 100%
Ordinary Resolution Number 2 –
Appointment of director – Dion 221 805 375 - - 221 805 375
Ramoo 100% 0% 0% 100%
Ordinary Resolution Number 3 –
Director retirement and re- 221 805 375 - - 221 805 375
election – Jonathan Goldberg 100% 0% 0% 100%
Ordinary Resolution Number 4 –
Director retirement and re- 221 805 375 - - 221 805 375
election – Lana Weldon 100% 0% 0% 100%
Ordinary Resolution Number 5 –
Appointment and remuneration 221 805 375 - - 221 805 375
of auditors 100% 0% 0% 100%
Ordinary Resolution Number 6 –
Re-appointment of Audit and
Risk Committee member – Dion 221 805 375 - - 221 805 375
Ramoo 100% 0% 0% 100%
Ordinary Resolution Number 7 –
Re-appointment of Audit and
Risk Committee member– 221 805 375 - - 221 805 375
Lusanda Mangxamba 100% 0% 0% 100%
Ordinary resolution number 8 –
Re-appointment of Audit and
Risk Committee member and 221 805 375 - - 221 805 375
Chairperson – Professor Lana 100% 0% 0% 100%
Joy Weldon
Ordinary resolution number 9 -
Endorsement of Nvest's 221 805 375 - - 221 805 375
remuneration policy 100% 0% 0% 100%
Ordinary Resolution Number
10 – Endorsement of the
implementation of NVest’s 221 805 375 - - 221 805 375
remuneration policy 100% 0% 0% 100%
Special Resolution Number 1 –
General authority to allot and 221 805 375 - - 221 805 375
issue shares for cash 100% 0% 0% 100%
Special Resolution Number 2 –
Authority to issue shares,
securities convertible into
shares or rights that may
exceed 30% of the voting 221 805 375 - - 221 805 375
power of the current issued 100% 0% 0% 100%
share capital
Special Resolution Number 3 –
Non-Executive Directors’ 221 805 375 - - 221 805 375
remuneration 100% 0% 0% 100%
Special resolution number 4 –
General authority to enter into
funding agreements, provide
loans or other financial 221 805 375 - - 221 805 375
assistance 100% 0% 0% 100%
Special Resolution Number 5 –
General authority to acquire 221 805 375 - - 221 805 375
(repurchase) shares 100% 0% 0% 100%
Special Resolution Number 6 –
Company acquiring the
Company’s shares from a 221 805 375 - - 221 805 375
director or prescribed officer 100% 0% 0% 100%
FINANCIAL ASSISTANCE
Notice is hereby given in accordance with section 45(5) of the Companies Act, No. 71 of 2008 (“the
Companies Act”) that, pursuant to the authority granted to the board of directors of NVest ("the
Board") by shareholders at the annual general meeting of the Company held on 16 August 2021, the
Board has adopted a resolution to provide financial assistance to related and/or inter-related entities
as contemplated in section 45(2) of the Companies Act.
The resolutions passed by the Board authorise the Company to provide financial assistance to its
subsidiaries and inter-related entities, as envisaged in terms of section 45 of the Companies Act ("the
Financial Assistance"). The authority to provide Financial Assistance includes that which exceeds a
tenth of 1% of the Company’s net worth.
The Board, prior to authorising the Financial Assistance, will consider and satisfy itself, in terms of
section 45 of the Companies Act, that:
- immediately after providing the Financial Assistance, the Company would satisfy the solvency and
liquidity test as contemplated in section 4 of the Companies Act;
- the terms of the Financial Assistance are fair and reasonable in relation to the Company; and
- there has been due compliance with the Company’s Memorandum of Incorporation and with the
Companies Act.
RESIGNATION OF DIRECTOR
In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited, the Board of
Directors of NVest would also like to announce the resignation of Charl Herselman as a director of the
Company, which resignation will become effective 31 August 2021. Charl served as Interim Financial
Director of the Board from 28 February 2019 until the appointment of Dion Ramoo as Financial Director
on 13 July 2021. Charl will remain employed by NVest in the role of Head: Group Finance.
The Board would like to thank Charl for the invaluable role that he played on the Board during his
tenure.
East London
16 August 2021
Designated Advisor
AcaciaCap Advisors Proprietary Limited
Date: 16-08-2021 05:19:00
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