CLIENTELE LIMITED - Results of general meeting - the acquisition of Emerald Life Proprietary Limited

Results of general meeting - the acquisition of Emerald Life Proprietary Limited

 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 – THE ACQUISITION OF EMERALD LIFE PROPRIETARY LIMITED


1.     INTRODUCTION

1.1.     Shareholders are referred to the announcement released on the Stock Exchange News
         Service ("SENS") on 1 November 2024, wherein shareholders were advised that the
         Company had entered into a sale of shares agreement with André van der Westhuizen
         ("Seller") and Emerald Life Proprietary Limited ("Emerald Life"), in terms of which the
         Company will acquire 100% of the issued share capital of Emerald Life from the Seller ("the
         Acquisition"). Shareholders were further advised that an amendment of the Company's
         memorandum of incorporation ("MOI") would be required to create a new class of
         preference shares and their related terms to facilitate the preference share funding required
         for the Acquisition, which requires shareholder approval by way of a special resolution
         ("Amendment of MOI") and that shareholders will be requested to approve the issuance
         of the preference shares ("Preference Share Issuance").

1.2.     Shareholders are further referred to the announcement released on SENS on Friday,
         15 November 2024, regarding the distribution of the circular providing relevant information
         on the Acquisition, the Amendment of the MOI, the Preference Share Issuance and related
         resolutions ("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, 13 December 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:
         Increase of      338 446 298      74.69%         100%           -         0.15%
         authorised
         share capital

         Special
         Resolution
         Number 2:        338 446 298      74.69%         100%           -         0.15%
         Amendment of
         the MOI

         Special
         Resolution 
         Number 3:
         The provision
         of financial     338 446 298      74.69%         100%           -         0.15%
         assistance for
         the 
         subscription 
         of securities

         Special
         Resolution
         Number 4:
         Authority to
         undertake the    338 446 298      74.69%         100%           -         0.15%
         Preference
         Share
         Issuance

         Ordinary
         Resolution
         Number 1:
         Issuing and
         allotting the
         Preference       338 446 298      74.69%         100%           -         0.15%
         Shares in
         terms of the
         MOI
        

         Notes:
         1. As a percentage of the total number of Shares that could be exercised at the General
            Meeting, which was 453 158 983 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
13 December 2024


Transaction sponsor
Valeo Capital (Pty) Limited

Date: 13-12-2024 03:00:00
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