CLIENTELE LIMITED - Results of general meeting acquisition of 1Life Insurance

Results of general meeting – acquisition of 1Life Insurance

CLIENTÈLE LIMITED
Incorporated in the Republic of South Africa
(Registration number: 2007/023806/06)
Share code: CLI
ISIN: ZAE000117438
("Clientèle" or "the Company")


RESULTS OF GENERAL MEETING – ACQUISITION OF 1LIFE INSURANCE


1.     INTRODUCTION

1.1.     Shareholders are referred to the announcement released on SENS on 3 November 2023
         wherein shareholders were advised that the Company had entered into an exchange of
         shares agreement with Telesure Investment Holdings Proprietary Limited ("TIH"), in terms
         of which the Company will acquire 100% of the issued share capital of 1Life Insurance (RF)
         Limited ("1Life") held by TIH for a purchase consideration that will be settled through an
         issue of shares in Clientelè ("1Life Acquisition").

1.2.     Shareholders are further referred to the announcement released on SENS on Monday, 26
         February 2024, regarding the distribution of the circular detailing the 1Life Acquisition
         ("Circular"), which Circular incorporated a notice convening a general meeting of
         shareholders for the purpose of considering and, if deemed fit, to pass, with or without
         modification, the resolutions contained therein.

1.3.     Unless otherwise defined herein, capitalised words and terms contained in this
         announcement shall bear the meanings ascribed thereto in the Circular.

2.     RESULTS OF GENERAL MEETING

2.1.     Shareholders are hereby advised that the General Meeting of the Company was held at
         08h00 today, 27 March 2024, physically at Clientèle's offices at Building 7, Clientèle Office
         Park, C/O Alon & Rivonia Roads, Morningside, Johannesburg.

2.2.     Shareholders are further advised that at the General Meeting all of the Resolutions were
         passed by the requisite majorities of the Company's Shareholders.

2.3.     Details of the results of the voting at the General Meeting are as follows:


          Resolutions          Shares           Shares        Votes for     Votes          Shares
          proposed at          voted at the     voted (%)¹    resolution    against        abstained
          the General          General                        (%) ²         resolution     (%) ¹
          Meeting              Meeting                                      (%) ²
                               (number)


          Special
          Resolution
          Number 1:
          Authority to allot
          and issue the
          Consideration
          Shares in terms
          of the               
          Companies Act        313 951 344       93.62%       100.00%         0.00%          0.49%
          
          Ordinary
          Resolution
          Number 1:
          Approval of the
          1Life Acquisition
          in terms of JSE
          Listings
          Requirements          43 391 652       12.94%       100.00%         0.00%          0.49%

          Ordinary
          Resolution
          Number 2:
          Election of
          Murray
          Raisbeck as a        
          Director             313 951 344       93.62%       100.00%         0.00%          0.49%

          Ordinary
          Resolution
          Number 3:
          Election of
          Thomas John
          Creamer as a         
          Director             313 951 344       93.62%       100.00%         0.00%          0.49%


          Notes:
          1. As a percentage of the total number of Shares in issue as at the date of the General
             Meeting, which was 335 329 220 ordinary shares.
          2. As a percentage of the total number of Shares voted at the General Meeting.
          3. No resolutions were added or amended at the General Meeting.


Johannesburg
27 March 2024


Transaction sponsor
Valeo Capital (Pty) Limited

Date: 27-03-2024 04:00:00
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