KAYDAV GROUP LIMITED - Results of scheme meeting

Results of scheme meeting

KAYDAV GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/038698/06)
JSE share code: KDV ISIN: ZAE000108940
(“KayDav” or “the Group” or “the Company”)


RESULTS OF SCHEME MEETING


Shareholders are referred to the firm intention announcement released by KayDav on 27 November 2020, and to the
circular issued to shareholders dated 9 December 2020 (the “circular”) relating to the proposed delisting of KayDav
from the Main Board of the JSE by way of a scheme of arrangement in terms of section 114(1)(c) of the Companies
Act, No. 71 of 2008, as amended (the “Companies Act”), between KayDav and KayDav shareholders (the “scheme”).

Shareholders are advised that at the scheme meeting held on Wednesday, 20 January 2021 (the “scheme meeting”), all
resolutions required to be passed by KayDav shareholders in order to approve the scheme were passed by the requisite
majority of shareholders. A further announcement regarding the fulfilment and/or waiver of the outstanding conditions
precedent to the scheme will be released in due course.

Details of the results of voting at the scheme meeting are as follows:

-       total number of KayDav shares in issue as at the date of the scheme meeting and that could have been voted at
        the scheme meeting for special resolution number 2 and ordinary resolution number 1: 172 751 585;
-       total number of KayDav shares that could have been voted at the scheme meeting for special resolution number 1
        (excluding 86 427 077 shares held by the excluded shareholders): 86 324 508;
-       total number of KayDav shares that were present/represented at the scheme meeting in respect of special
        resolution number 2 and ordinary resolution number 1: 80 363 674, being 46.53% of the total number of KayDav
        shares that could have been voted at the scheme meeting in respect of special resolution number 2 and ordinary
        resolution number 1; and
-       total number of KayDav shares that were present/represented at the scheme meeting in respect of special
        resolution number 1: 80 383 674, being 93.12% of the total number of KayDav shares that could have been voted
        at the scheme meeting in respect of special resolution number 1.

    Special resolution number 1: Approval of the scheme in terms of sections 114(1)(c) and 115 of the Companies Act
    Shares voted*                For                          Against                  Abstentions^
    80 383 674, being 93.12%     80 383 674, being 100.00%    -                        -

    Special resolution number 2: Revocation of special resolution number 1 if the scheme is terminated
    Shares voted#                For                           Against                 Abstentions^
    80 383 674, being 46.53%     80 383 674, being 100.00%     -                       -

    Ordinary resolution number 1: Authority to give effect to resolutions
    Shares voted#                For                           Against                 Abstentions^
    80 383 674, being 46.53%     80 383 674, being 100.00%     -                       -

    * shares voted (excluding abstentions) in relation to total shares in issue (excluding shares held by the excluded
      shareholders)
    # shares voted (excluding abstentions) in relation to the total shares in issue
    ^ in relation to total shares is issue

The independent board and KayDav board (to the extent that the information relates to KayDav) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to KayDav is true and this announcement
does not omit anything that is likely to affect the import of such information.

20 January 2021


Corporate advisor and sponsor
Java Capital

Date: 20-01-2021 12:00:00
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