ECSPONENT LIMITED - Changes to the Board, composition of the Audit Committee and results of the annual general meeting

Changes to the Board, composition of the Audit Committee and results of the annual general meeting

ECSPONENT LIMITED
Incorporated in the Republic of South Africa
Registration number: 1998/013215/06
JSE Code: ECS - ISIN: ZAE000179594
Debt Issuer Code: ECSD
(“Ecsponent” or “the Company”)

CHANGES TO THE BOARD, COMPOSITION OF THE AUDIT COMMITTEE AND RESULTS OF THE
ANNUAL GENERAL MEETING

Changes to the Board:
Shareholders are referred to the SENS announcement, dated 6 August 2019, wherein they were advised that
Terence Gregory will step down as Chief Executive Officer (“CEO”) on 31 December 2019 and that the current
Financial Director, Dirk van der Merwe, had been appointed to succeed him.

Ecsponent is in the process of appointing a new Financial Director, which appointment is expected to be
finalised by 31 March 2020. Until such appointment has been finalised, Dirk van der Merwe will remain as the
Financial Director and George Manyere will assume the role of acting CEO.

Pursuant further to the SENS announcements on 26 and 27 November 2019, Ecsponent is in the process of
restructuring its Board to comply with recommended practices to ensure at all times a majority representation
on the Board of a majority of independent non-executive directors, taking into consideration gender and race
diversity, knowledge, skills and experience. It is noted to shareholders that Terence has resigned from the Board
as a director with effect from 31 December 2019 and will not take up a position as non-executive director as
formerly reported. The Company thanks Terence for his years of dedicated service and wishes him all the best
with his future endeavors.

Composition of the Audit and Risk Committee:
Subsequent to the annual general meeting, the Company’s Audit and Risk Committee will now comprise the
following members:

KA Rayner (Chairman)
RJ Connellan
PJ Matute

Results of the Annual General Meeting:
Ecsponent is pleased to advise shareholders that all the ordinary and special resolutions set out in the notice
of Annual General Meeting, held today, 18 December 2019, were passed by the requisite number of ordinary
shareholders.

Ecsponent has 1 079 555 364 ordinary shares in issue of which 693 339 192 shares were voted at the Annual
General Meeting, representing 64.22%.

 Resolutions                                    Shares voted            Votes    Votes    Abstained
                                                                          For   Against
                                                Number          % (1)   % (2)     % (2)       % (1)
 Ordinary resolution number 1               688 892 648        63.81%   100%          -      0.18%
 Re-election of RJ Connellan as a
 non-executive director
 Ordinary resolution number 2               688 038 362        63.73%   100%          -      0.18%
 Re-election of KA Rayner as an
 independent non-executive director
 Ordinary Resolution number 3               688 038 362        63.73%   100%          -      0.18%
 Appointment of KA Rayner as a
 member and chairman of the Audit
 and Risk Committee
 Ordinary Resolution number 4               688 892 648        63.81%   100%          -      0.18%
 Appointment of RJ Connellan as a
 member of the Audit and Risk
 Committee
 Ordinary Resolution number 5               691 387 728        64.04%   100%          -      0.18%
 Appointment of PJ Matute as a
 member of the Audit and Risk
 Committee
 Ordinary Resolution number 6               691 387 728        64.04%   100%          -      0.18%
 Re-appointment of independent
 external auditors, Nexia SAB&T
 Chartered Accountants with
 J Englebrecht as the designated
 auditor
 Ordinary Resolution number 7               691 367 728        64.04%   100%          -      0.18%
 General authority to issue shares
 for cash
 Non-binding advisory vote 1                691 367 728        64.04%   100%          -      0.18%
 Confirmation of the Group’s
 remuneration policy
 Non-binding advisory vote 2                691 367 728        64.04%   100%          -      0.18%
 Confirmation of the Group’s
 remuneration policy implementation
 plan
 Special Resolution number 1                685 523 282        63.50%   100%          -      0.18%
 Approval of the non-executive
 directors’ remuneration
 Special Resolution number 2                691 354 878        64.04%   100%          -      0.18%
 General authority to enter into
 funding arrangements in terms of
 sections 44 and 45 of the
 Companies Act
 Special Resolution number 3                691 387 728        64.04%   100%          -      0.18%
 General authority to repurchase the
 Company’s ordinary shares
 Special Resolution number 4                691 367 728        64.04%   100%          -      0.18%
 General authority to repurchase the
 Company’s preference shares

Notes:
1. As a percentage of total ordinary shares in issue.
2. As a percentage of shares voted.
For more information about this announcement or the Ecsponent group, email
investor.relations@ecsponent.com or visit www.ecsponentlimited.com/investor-relations


Pretoria
18 December 2019

Sponsor
Questco Corporate Advisory (Pty) Ltd

Date: 18-12-2019 04:45:00
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