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Results of general meeting
RBA Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number: 1999/009701/06)
(Share Code: RBA ISIN Code: ZAE000104154)
("RBA" or "the Company")
RESULTS OF THE GENERAL MEETING
Shareholders are advised that, at the general meeting of RBA shareholders held today, all
resolutions were approved with the required majorities as noted below. 550 000 000 shares
will now be issued to Old Mutual’s Housing Impact Fund as set out in the circular dated 17
December 2014 at 10 cents per share for an aggregate amount of R55 million.
Ordinary resolution number 1:
Approval of the specific issue of shares for cash in terms of Section 11.19 read with Section
5.51 of the Listing Requirements
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
Votes against 0 (0%)
A 75% majority was required. The resolution was therefore passed.
Special resolution number 1:
Approval required for the specific issue of shares in terms of Section 41(3) of the Companies
Act
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
Votes against 0 (0%)
A 75% majority was required. The resolution was therefore passed.
Ordinary resolution number 2:
Approval of the waiver of the mandatory offer
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
Votes against 0 (0%)
A 50% majority was required. The resolution was therefore passed.
Ordinary resolution number 3:
Approval of the increase in the maximum number of shares to be issued to a single
participant in the share incentive scheme
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
2
Votes against 0 (0%)
A 75% majority was required. The resolution was therefore passed.
Ordinary resolution number 4:
Approval of the increase in the maximum number of shares to be issued to the share
incentive scheme
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
Votes against 0 (0%)
A 75% majority was required. The resolution was therefore passed.
Special resolution number 2:
Approval of the increase in authorised share capital
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
Votes against 0 (0%)
A 75% majority was required. The resolution was therefore passed.
Special resolution number 3:
Approval of the amendment to the Memorandum of Incorporation to allow voting as
contemplated in terms of section 60 of the Companies Act
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
Votes against 0 (0%)
A 75% majority was required. The resolution was therefore passed.
Special resolution number 4:
Approval for the consolidation of the share capital
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
Votes against 0 (0%)
A 75% majority was required. The resolution was therefore passed.
Special resolution number 5:
Amendment to Memorandum of Incorporation to record the increased consolidated
authorized share capital
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
Votes against 0 (0%)
3
A 75% majority was required. The resolution was therefore passed.
Ordinary resolution number 5:
General authority to execute the resolutions approved at the meeting
Shares present 715,008,678
Shares abstained 25,028
Votes for 714,983,650 (100%)
Votes against 0 (0%)
A 50% majority was required. The resolution was therefore passed.
All the resolutions were therefore passed by the requisite majorities of votes of shareholders
present and represented by proxy.
Johannesburg
19 January 2015
Designated Adviser
Exchange Sponsors
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