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ONELOGIX GROUP LIMITED - Results of annual general meeting and a voluntary general repurchase of shares announcement

Release Date: 23/11/2018 16:45
Code(s): OLG     PDF:  
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Results of annual general meeting and a voluntary general repurchase of shares announcement

ONELOGIX GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/004519/06)
JSE share code: OLG  ISIN: ZAE000026399
("OneLogix" or "the company")



RESULTS OF ANNUAL GENERAL MEETING AND A VOLUNTARY GENERAL REPURCHASE OF SHARES ANNOUNCEMENT


Shareholders are advised that at the annual general meeting of shareholders held on Thursday, 22 November 2018 (in terms of the
notice of annual general meeting dispatched to shareholders on 28 September 2018), all of the resolutions tabled thereat were passed
by the requisite majority of OneLogix shareholders.

Details of the results of voting at the annual general meeting are as follows:

-   total number of OneLogix shares that could have been voted at the annual general meeting: 284 717 641.
-   total number of OneLogix shares that were present/represented at the annual general meeting: 224 803 240 being 79% of the total
    number of OneLogix shares that could have been voted at the annual general meeting.

Special Resolution 1: To effect share repurchases

Shares*                           For                                   Against                       Abstentions^
224 711 457, being 78.92%         224 508 455, being 99.91%             203 002, being 0.09%          91 783, being 0.03%

Special Resolution 2.1: To approve non-executive directors’ remuneration 2018/2019 - Board chairman

Shares*                           For                                   Against                       Abstentions^
224 690 257, being 78.92%         224 664 757, being 99.99%             25 500, being 0.01%           112 983, being 0.04%


Special Resolution 2.2: To approve non-executive directors’ remuneration 2018/2019 - Non-executive directors

Shares*                           For                                   Against                       Abstentions^
224 708 557, being 78.92%         224 683 057, being 99.99%             25 500, being 0.01%           94 683, being 0.03%


Special Resolution 2.3: To approve non-executive directors’ remuneration 2018/2019 - Audit and risk committee chairman

Shares*                           For                                   Against                       Abstentions^
224 690 257, being 78.92%         224 664 757, being 99.99%             25 500, being 0.01%           112 983, being 0.04%


Special Resolution 2.4: To approve non-executive directors’ remuneration 2018/2019 - Audit and risk committee members

Shares*                           For                                   Against                       Abstentions^
224 690 257, being 78.92%         224 664 757, being 99.99%             25 500, being 0.01%           112 983, being 0.04%%


Special Resolution 2.5: To approve non-executive directors’ remuneration 2018/2019 - Remuneration committee members

Shares*                           For                                   Against                       Abstentions^
224 690 257, being 78.92%         224 664 757, being 99.99%             25 500, being 0.01%           112 983, being 0.04%%


Special Resolution 2.6: To approve non-executive directors’ remuneration 2018/2019 - Social and ethics committee members

Shares*                           For                                   Against                       Abstentions^
224 690 257, being 78.92%         224 664 757, being 99.99%             25 500, being 0.01%           112 983, being 0.04%%

Special Resolution 3: To approve the provision of financial assistance to the group inter-related companies

Shares*                           For                                   Against                       Abstentions^
224 709 457, being 78.92%         224 703 957, being 100%               5 500, being 0.00%            93 783, being 0.03 %


Ordinary Resolution 1: General authority to issue shares for cash

Shares*                           For                                   Against                       Abstentions^
224 709 457, being 78.92%         206 709 099, being 91.99%             18 000 358, being 8.01%       93 783, being 0.03%


Ordinary Resolution 2: To place the unissued shares under the control of the directors

Shares*                           For                                   Against                       Abstentions^
224 709 457, being 78.92%         206 704 099, being 91.99%             18 005 358, being 8.01%       93 783, being 0.03%


Ordinary Resolution 3.1: To approve the remuneration policy and remuneration implementation report - Non-binding advisory
vote on remuneration policy

Shares*                           For                                   Against                       Abstentions^
224 690 257, being 78.92%         213 044 225, being 94.82%             11 646 032, being 5.18%       112 983, being 0.04%


Ordinary Resolution 3.2: To approve the remuneration policy and remuneration implementation report - Non-binding advisory
vote on remuneration implementation report

Shares*                           For                                   Against                       Abstentions^
224 690 257, being 78.92%         213 479 398, being 95.01%             11 210 859, being 4.99%       112 983, being 0.04%


Ordinary Resolution 4: Confirmation of appointment of LLJ Mosiane as alternate director

Shares*                           For                                   Against                       Abstentions^
224 616 762, being 78.89%         224 611 262, being 100%               5 500, being 0.00%            186 478, being 0.07%


Ordinary Resolution 5: To re-elect KB Schoeman as a director of the company

Shares*                           For                                   Against                       Abstentions^
224 616 762, being 78.89%         213 601 405, being 95.10%             11 015 357, being 4.90%       186 478, being 0.07%


Ordinary Resolution 6: To re-elect LJ Sennelo as a director of the company

Shares*                           For                                   Against                       Abstentions^
224 616 762, being 78.89%         224 611 262, being 100%               5 500, being 0.00%            186 478, being 0.07%


Ordinary Resolution 7.1: To reappoint the members of the audit and risk committee: AJ Grant

Shares*                           For                                   Against                       Abstentions^
224 616 762, being 78.89%         224 611 262, being 100%               5 500, being 0.00%            186 478, being 0.07%


Ordinary Resolution 7.2: To reappoint the members of the audit and risk committee: LJ Sennelo

Shares*                           For                                   Against                       Abstentions^
224 616 762, being 78.89%         224 611 262, being 100%               5 500, being 0.00%            186 478, being 0.07%

Ordinary Resolution 7.3: To reappoint the members of the audit and risk committee: B Mathews

Shares*                           For                                   Against                       Abstentions^
224 616 762, being 78.89%         224 611 262, being 100%               5 500, being 0.00%            186 478, being 0.07%


Ordinary Resolution 8: To re-appoint Mazars as auditors of the company

Shares*                           For                                   Against                       Abstentions^
224 709 457, being 78.92%         224 703 957, being 100%               5 500, being 0.00%            93 783, being 0.03%


Ordinary Resolution 9: To authorise the signature of documentation

Shares*                           For                                  Against                        Abstentions^
224 709 457, being 78.92%         224 703 957, being 100%              5 500, being 0.00%             93 783, being 0.03%
*excluding abstentions
^ in relation to total shares in issue

GENERAL REPURCHASE OF SHARES

Shareholders are advised that OneLogix has cumulatively repurchased 3 507 669 shares, representing 1.210% of the company's
issued share capital, in terms of the general authority granted by shareholders at the annual general meeting held on
23 November 2017 ("Repurchase").

Details of the Repurchase are as follows:

Dates of Repurchase:                                              18 October 2018 to 22 November 2018
Number of shares repurchased:                                     3 507 669
Price per share (cents):                                          R3.50
Total value of shares repurchased:                                R12 276 841.50

Application for the delisting of the repurchased shares will be done in due course and no shares shall be held as treasury shares.

In terms of the general authority to repurchase shares granted by shareholders at the annual general meeting held on
23 November 2017, the extent of the general authority to repurchase shares outstanding is 49 271 427 ordinary shares, representing
16.994% of the total issued share capital of OneLogix, at the time the general authority was granted. This general authority expired at
the annual general meeting held on 22 November 2018 and shareholders granted the company a new general authority to repurchase shares.

The board has considered the effect of the Repurchase and believes that for a period of twelve months following the date of this
announcement:

-    the company and the group will be able in the ordinary course of business to pay its debts;
-    the assets of the company and the group will be more than the liabilities of the company and the group. For this purpose, the
     assets and liabilities were recognised and measured in accordance with the accounting policies used in the latest audited annual
     group financial statements;
-    the share capital and reserves of the company and the group will be adequate for ordinary business purposes;
-    the working capital of the company and the group will be adequate for ordinary business purposes; and
-    the company and the group have passed the solvency and liquidity test and since the test was performed, there have been no
     material changes to the financial position of the group.

The Repurchase was funded from the group’s available cash resources. Cash balances decreased by R12 276 841.50 as of result of the
Repurchase. The impact on other areas of the company’s financial information is immaterial.


23 November 2018


Sponsor
Java Capital

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