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ELLIES HOLDINGS LIMITED - Results of AGM, adjournment of AGM, reappointment of directors and appointment of alternative director

Release Date: 11/12/2018 17:45
Code(s): ELI     PDF:  
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Results of AGM, adjournment of AGM, reappointment of directors and appointment of alternative director

ELLIES HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2007/007084/06)
JSE share code: ELI ISIN: ZAE000103081
("Ellies" or "the company")

RESULTS OF ANNUAL GENERAL MEETING, ADJOURNMENT OF ANNUAL GENERAL MEETING,
REAPPOINTMENT OF DIRECTORS AND APPOINTMENT OF ALTERNATE DIRECTOR

Results of annual general meeting

Shareholders are advised that at the annual general meeting of shareholders held on Friday, 7 December 2018 (in terms
of the notice dispatched on 30 July 2018) ("AGM") the resolutions tabled thereat were passed by the requisite majority
of Ellies shareholders save for ordinary resolution 1 relating to the confirmation of appointment of S Prithivirajh as
executive director and CEO, ordinary resolution 2 relating to the re-election of FS Mkhize as director of the company,
ordinary resolution 3.1 relating to the re-appointment of FS Mkhize as a member of the audit and risk committee and
ordinary resolution 6 relating to a general authority to directors to allot and issue shares for cash, and save as set out
below.

Despite ordinary resolution 1 relating to the confirmation of appointment of Shaun Prithivirajh as executive director and
CEO not being passed at the AGM, the Company's view is that Shaun Prithivirajh remains in the company's employ as
its chief executive officer in accordance with his contract of employment. This is disputed by certain of the shareholders.

Ordinary resolution 3.2 regarding the re-appointment of S Goldberg as a member of the Audit and Risk Committee was
withdrawn at the commencement of the meeting following S Goldberg's resignation as a director on 13 August 2018.
Special resolution 2 regarding the provision of financial assistance to related or inter-related parties was withdrawn
before it was put to shareholders.

Adjournment of annual general meeting

The AGM was adjourned in terms of clause 24.8.5 of the company's memorandum of incorporation to 11:00 on Friday,
14 December 2018 at 94 Eloff Street Extension, Village Deep, Johannesburg to reconsider the re-election of FS Mkhize
as a director of the company. Clause 24.8.5 of the company's memorandum of incorporation provides that if at any
meeting at which an election of non-executive directors ought to take place the offices of the retiring directors are not
filled, unless it is expressly resolved not to fill such vacancies, the meeting shall stand adjourned. If at such adjourned
meeting the vacancies are not filled, the retiring non-executive directors will be deemed to have been re-elected at such
adjourned meeting.

Notwithstanding queries regarding the applicability of this clause in the circumstances (namely the failure of the
resolution to re-elect FS Mkhize as director of the company) being raised by some of the shareholders present at the
AGM, the chairperson of the AGM (being FS Mkhize herself) adjourned the meeting in terms of clause 24.8.5 to 11:00
on Friday, 14 December 2018 at 94 Eloff Street Extension, Village Deep, Johannesburg to reconsider the re-election of
FS Mkhize as a director of the company. The applicability of this clause 24.8.5 and the validity of the adjourned meeting
is presently in dispute by certain of the shareholders.
                                                                                                                            

Reappointment of directors

Shareholders are further advised that as a result of being appointed as directors of Ellies after the notice of annual general
meeting was issued, the appointment of Reshoketswe Ralebepa and Ian Russell as directors of Ellies was not put to
shareholders for confirmation at the AGM, being the first annual general meeting occurring after Reshoketswe Ralebepa
and Ian Russell's appointments. As a consequence, Reshoketswe Ralebepa and Ian Russell ceased to be directors at the
AGM and two vacancies arose on the board at that time. In order to avoid the number of directors falling below the
minimum number of directors required by the company's memorandum of incorporation, the board opted, prior to the
AGM, to fill such vacancies immediately as they arose by reappointing Reshoketswe Ralebepa and Ian Russell as
directors. These board resolutions and the validity of the re-appointment of Reshoketswe Ralebepa and Ian Russell are
both presently in dispute by certain of the shareholders.

Appointment of alternate director

Shareholders are further advised that the board has approved the appointment of Andrew Hannington as an alternate
director to Elliot Salkow with effect from the date of receipt of his written consent to serve as a director.

Details of voting results at the annual general meeting

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

    -   total number of Ellies shares in issue as at the date of the annual general meeting: 620 158 235
    -   total number of Ellies shares that were present/represented at the annual general meeting: 399 803 971 being
        61% of the total number of Ellies shares that could have been voted at the annual general meeting.

  Special resolution 1: Share repurchases

  Shares voted*                  For                           Against                        Abstentions^
  399 704 187, being             399 571 365, being            132 822, being 0.03%           99 784, being 0.015%
  60.78%                         99.97%

  Special resolution 2: Financial assistance to related or inter-related companies

  Withdrawn

  Ordinary resolution 1: Confirmation of appointment of S Prithivirajh as executive director and CEO

  Shares voted*                  For                           Against                        Abstentions^
  399 704 187, being             188 551 619, being            211 152 568, being             99 784, being 0.015%
  60.78%                         47.17%                        52.83%

  Ordinary resolution 2: To re-elect FS Mkhize as a director of the company

  Shares voted*                  For                           Against                        Abstentions^
  399 704 187, being             188 551 619, being            211 152 568, being             99 784, being 0.015%
  60.78%                         47.17%                        52.83%

  Ordinary resolution 3.1: Appointment of the members of the Audit and Risk Committee: FS Mkhize (Chairman)

  Shares voted*                  For                           Against                        Abstentions^
                                                                                                                   

  399 704 187, being             188 491 619, being          211 212 568, being           99 784, being 0.015%
  60.78%                         47.16%                      52.84%

  Ordinary resolution 3.2: Appointment of the members of the Audit and Risk Committee: S Goldberg

  Withdrawn

  Ordinary resolution 4: Reappointment of auditors

  Shares voted*                  For                         Against                      Abstentions^
  399 704 187, being             399 574 186, being          130 001, being 0.03%         99 784, being 0.015%
  60.78%                         99.97%

  Shareholders are referred to the SENS published on 3 December 2018, wherein the change of audit firm from
  Grant Thornton Johannesburg Partnership to BDO South Africa Inc. ("BDO"), following the merger of the two
  audit firms, was announced. As BDO are now the auditors of the company, the company will ensure that the
  process to determine the suitability of BDO as required in terms of the JSE Listings Requirements is completed
  before BDO signs its next audit report. The designated audit partner remains unchanged.

  Ordinary resolution 5: Unissued ordinary shares

  Shares voted*                  For                         Against                      Abstentions^
  399 704 187, being             367 557 952, being          32 146 235, being 8.04%      99 784, being 0.015%
  60.78%                         91.96%

  Ordinary resolution 6: General authority for directors to allot and issue ordinary shares for cash

  Shares voted*                  For                         Against                      Abstentions^
  399 704 187, being             207 659 002, being          192 045 185, being           99 784, being 0.015%
  60.78%                         51.95%                      48.05%

  Ordinary resolution 7.1: Approval of remuneration policy (non-binding advisory)

  Shares voted*                  For                         Against                      Abstentions^
  239 736 373, being             202 406 745, being          37 329 627, being            160 067 598, being
  36.46%                         84.43%                      15.57%                       24.34%

  Ordinary resolution 7.2: Approval of remuneration implementation report (non-binding advisory)

  Shares voted*                  For                         Against                      Abstentions^
  239 736 373, being             202 406 746, being          37 329 627, being            160 067 598, being
  36.46%                         84.43%                      15.57%                       24.34%

  Ordinary resolution 8: Signature of documentation

  Shares voted*                  For                         Against                      Abstentions^
  399 704 187, being             399 574 187, being          130 000, being 0.03%         99 784, being 0.15%
  60.78%                         99.97%
* shares excluding abstentions
                                                                     
^ in relation to total shares is issue (excluding treasury shares)

11 December 2018

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ENS Africa
Date: 11/12/2018 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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