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HOWDEN AFRICA HOLDINGS LIMITED - Results of written resolution in terms of section 60 of Companies Act, no 71 of 2008

Release Date: 17/02/2015 11:57
Code(s): HWN     PDF:  
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Results of written resolution in terms of section 60 of Companies Act, no 71 of 2008

Howden Africa Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1996/002982/06)
Share code: HWN
ISIN: ZAE000010583
("HAHL" or “the Company”)

Result of a written resolution passed in terms of section 60 of Companies Act, no 71 of 2008 (“Companies Act”)

We refer to the SENS announcement dated 23 January 2015 relating to the resolution in terms of section 60 of the
Companies Act, to shareholders.

Ordinary Resolution:

Resolved that, in accordance with section 75(7)(b)(i) of the Companies Act the shareholders ratify the entry into of
the below intra-group agreements, approved by a unanimous resolution of the board during or about 28 November
2013, in relation to which Howden Group Limited (HGL), a related person to Ian Brander and James Brown by
virtue of them being directors of both the Company and HGL which has a personal financial interest:

a.     A management services agreement concluded between the Company and HGL (the "Management
       Services Agreement"), on or about 20 December 2013, in terms of which the Company contracted with
       HGL to provide designated management services; and
b.     An enterprise (AX) software development license agreement concluded between the Company and HGL
       (the “Software License Agreement”), on or about 19 September 2014, in terms of which the Company
       contracted with HGL to obtain a license to utilise designated Howden software.

Shareholders are advised that in terms of section 60 (4) of the Companies Act, the ordinary resolution has been
approved by a requisite majority and has been adopted by the Company in terms of section 60(2) of the
Companies Act.

Results as at 13 February 2015 are as follows:

                                                                                                                    % of votes
                                                                                             % of votes carried
                             Number of shares                               % of shares                             against the
                                                    % of shares voted                              for the
                                    voted                                 abstained (in                            resolution(in
Issued Share    Excluded                              (in relation to                           resolution(in
                            (in relation to total                        relation to total                        relation to the
   Capital       shares                             total issued share                         relation to the
                                issued share                               issued share                            total number
                                                          capital)                            total number of
                                   capital)                                   capital)                               of shares
                                                                                               shares voted)
                                                                                                                      voted)


65,729,109         0           37,202,495               56.60%                 0%                99.41%              0.59%




Booysens, Johannesburg
17 February 2015

Sponsor:
PricewaterhouseCoopers Corporate Finance (Proprietary) Limited

Date: 17/02/2015 11:57:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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