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Results of General Meeting
ROLFES HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2000/002715/06)
Share Code: RLF & ISIN: ZAE000159836
("Rolfes" or "the Company")
RESULTS OF GENERAL MEETING
Shareholders are referred to the posting announcement dated 30
July 2015 and are hereby advised that, at the general meeting of
shareholders of the Company held today, 31 August 2015 at the
Company’s business office at 404 Roan Crescent, Corporate Business
Park North, Midrand, Gauteng, all the proposed ordinary and
special resolutions, as set out in the notice of general meeting
contained in the circular which was posted to shareholders on 30
July 2015, were passed by the requisite majority of shareholders
present and voting, in person or by proxy.
Details of the results of voting at the general meeting are as
follows:
- Total number of issued ordinary shares: 108 609 467
- Total number of issued ordinary shares net of treasury shares
(“Total Votable Ordinary Shares”): 107 968 135
- Total number of issued ordinary shares which were
present/represented at the general meeting: 66 635 710 being
61.72% of the Total Votable Ordinary Shares.
Ordinary resolutions
Ordinary resolution number 1: Conclusion of the Acquisition
For (1) Against (1) Abstentions (2) Shares voted (3)
66 635 210, 0, being 0% 500, being 0.00% 66 635 210,
being 100.00% being 61.72%
Special resolution number 1: Conclusion of the Share Placement
For (1) Against (1) Abstentions (2) Shares voted (3)
66 635 210, 0, being 0% 500, being 0.00% 66 635 210,
being 100.00% being 61.72%
Special resolution number 2: Issue of shares to entities related
to directors
For (1) Against (1) Abstentions (2) Shares voted (3)
61 833 138, 4 802 072, being 500, being 0.00% 66 635 210,
being 92.79% 7.21% being 61.72%
Special resolution number 3: Issue of more than 30% of the issued
share capital
For (1) Against (1) Abstentions (2) Shares voted (3)
61 833 138, 252 348, being 4 550 224, being 62 085 486,
being 99.59% 0.41% 4.21% being 57.50%
Ordinary resolution number 2: Authority to action
For (1) Against (1) Abstentions (2) Shares voted (3)
66 635 210, 0, being 0% 500, being 0.00% 66 635 210,
being 100.00% being 61.72%
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 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 Total Votable
Ordinary Shares.
(3) The total number of ordinary shares voted (whether in
person or by proxy) at the general meeting in respect of each
individual resolution is disclosed as a percentage in relation
to the Total Votable Ordinary Shares.
(4)Masimong Group, Masimong Chemicals, Mike S Teke, Douglas
Robert Gain, Dinga M Mncube and Eziko Investments (as defined
in the circular to shareholders dated 30 July 2015) were
precluded from voting on the ordinary and special resolutions
voted at the general meeting, as a result of their involvement
in the Share Placement, as set out in the circular to
shareholders dated 30 July 2015.
The relevant special resolutions will be lodged with the
Companies and Intellectual Property Commission in due course.
Johannesburg
31 August 2015
Sponsor: Grindrod Bank Limited
Date: 31/08/2015 01:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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