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DIGICORE HOLDINGS LIMITED - Results of the annual general meeting

Release Date: 28/11/2013 16:40
Code(s): DGC     PDF:  
Wrap Text
Results of the annual general meeting

DIGICORE HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/012601/06
Share Code:    DGC
ISIN Number:   ZAE000016945
(“DigiCore” or “the Company”)

RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are hereby advised that, with the exception of
Ordinary Resolution Number 6 (general authority to issue shares
for cash) and Ordinary Resolution Number 7 (amendments to the
DigiCore Holdings Limited Share Trust) which were withdrawn, and
Special Resolution Number 1 (adoption of a new memorandum of
incorporation (“the MOI”)) which was not approved by the
requisite majority of shareholders for the reasons set out
below, all of the remaining ordinary and special resolutions
tabled at the annual general meeting of the Company held
yesterday, 27 November 2013, were approved by the requisite
majority of shareholders.

Special Resolution Number 1 relating to the adoption of the new
MOI (which required the approval of at least 75% of shareholders
received only 72.66% of the votes of shareholders), was not
passed   due  to   the  recommendation   from  an  international
shareholder advisory firm      to the Company’s institutional
shareholders that the executive directors of the Company should
be equally subject to the requirement that at least one third of
the directors must retire by rotation at an annual general
meeting of the Company (“the Recommendation”).

In response to the Recommendation, the Company will consider
updating the MOI in accordance with the Recommendation. It
should however be noted that the Recommendation is not in line
with the recommendations of King III, being that at least one
third of non-executive directors should retire by rotation
yearly (“the King III Recommendation”) and the JSE Listings
Requirements which supports the King III Recommendation.

An announcement will be made in due course advising shareholders
of the status of the MOI of the Company.

28 November 2013
Sponsor
PSG Capital (Pty) Limited

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