ELLIES HOLDINGS LIMITED - Results of adjourned annual general meeting and change in function of director

Results of adjourned annual general meeting and change in function of 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 ADJOURNED ANNUAL GENERAL MEETING AND CHANGE IN FUNCTION OF
DIRECTOR

Shareholders are referred to the announcement released on SENS on Tuesday, 11 December 2018 wherein shareholders
were, inter alia, advised that the annual general meeting of shareholders held on Friday, 7 December 2018 (the "AGM")
was adjourned to Friday, 14 December 2018, in terms of clause 24.8.5 of the company’s memorandum of incorporation,
in order to reconsider the re-election of FS Mkhize as a director of the company (the "adjourned AGM").

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 objections raised by certain of the shareholders and an alternate director regarding the validity of the
adjourned AGM in the circumstances, the chairperson of the adjourned AGM (being I Russell) proceeded with the
meeting. Shareholders are advised that ordinary resolution 2 relating to the re-election of FS Mkhize as director of the
company was again not passed by the requisite majority of Ellies' shareholders at such adjourned meeting. In
accordance with clause 24.8.5 of the company's memorandum of incorporation, FS Mkhize is consequently deemed to
have been re-elected at such adjourned meeting.

The applicability of clause 24.8.5 in the circumstances (namely the failure of the two resolutions to re-elect FS Mkhize
as director of the company and her deemed re-election) is in dispute by certain of the shareholders and a director.

Change in function of director

Shareholders are advised that I Russell has been appointed as interim chairman of Ellies with effect from 12 December
2018. It should be noted that, as referred to in the SENS announcement dated 11 December 2018, the validity of the re-
appointment of I Russell as a director following the AGM is disputed by certain of the shareholders. Furthermore, the
appointment of I Russell as interim chairman of Ellies as well as his chairing of the adjourned AGM is in dispute by
certain of the shareholders and a director.

A disputing shareholder has requested that the dispute be dealt with by the Commercial Court on an expedited basis.
The Company has not conceded the urgency of the dispute and will consider its position regarding the application once
it has been launched.

Details of voting results at the adjourned AGM

Details of the results of voting at the adjourned AGM are as follows:

    -   total number of Ellies shares in issue as at the date of the adjourned AGM: 620 158 235
    -   total number of Ellies shares that were present/represented at the adjourned AGM: 400 133 971 being 61% of
        the total number of Ellies shares that could have been voted at the adjourned AGM.

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

 Shares voted*                  For                                       Against                       Abstentions^
 400 021 187, being 60.83%      188 881 619, being 47.22%                 211 139 568, being 52.78%     99 784, being 0.015%

* shares excluding abstentions
^ in relation to total shares is issue (excluding treasury shares)
                   

19 December 2018

Sponsor

Java Capital

Legal advisor
ENS Africa

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