ELLIES HOLDINGS LIMITED - Results of General Meeting

Results of General Meeting

   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 General Meeting

   Shareholders are referred to the announcement released on SENS on Thursday, 25 April 2019 relating to ratification of the appointment and re-appointment of Directors
   to the Board, appointment of the Audit and Risk Committee and approval of the remuneration of Non-Executive Directors. Shareholders were also advised that a
   Circular has been posted to them on Thursday, 25 April 2019 containing the relevant information relating to the appointment of new Directors and re-appointment of
   Directors, appointment of the Audit and Risk Committee members and Non-Executive Directors’ remuneration payable, and the notice convening a General Meeting
   of Shareholders in order for them to consider and, if deemed fit, approve, with or without amendment, the Resolutions.

   Capitalised terms used in this announcement that are not otherwise defined, bear the meanings ascribed to them in the Circular.

   Shareholders are advised that at the General Meeting of Ellies Shareholders held on Monday, 27 May 2019, all the relevant resolutions were passed by the requisite
   majority of Shareholders.

   Details of the results of the General Meeting are as follows:

   Total number of shares entitled to vote: 620 158 235.
   Total number of shares that were present/represented at the General Meeting: 317 489 073, representing 51.19% of the total number of Ellies shares that could have
   been voted at the General Meeting.

                                          Number of           % of                   For                         Against                Abstained, in relation to
                                         shares voted        shares                                                                       total shares in issue
       Resolution proposed                                   voted

                                                                            Shares             %            Shares            %           Shares            %

Ordinary resolution number 1:             312 224 470         50.35      311 527 758         99.78         696 712           0.22       5 264 603          0.85

Ratification and confirmation of the
appointment of Mr Francois Olivier
as an Independent Non-Executive
Director of the Board of Directors of
the Company

Ordinary resolution number 2:           312 221 670   50.35   311 524 958   99.78   696 712   0.22   5 267 403   0.85

Ratification and confirmation of the
appointment of Mr Edward Raff as
an Independent Non-Executive
Director of the Board of Directors of
the Company

Ordinary resolution number 3:           312 224 470   50.35   311 527 758   99.78   696 712   0.22   5 264 603   0.85

Ratification and confirmation of the
appointment of Mr Timothy
Fearnhead as an Independent Non-
Executive Director and Chairperson
of the Board of Directors of the
Company

Ordinary resolution number 4.1:         312 224 470   50.35   311 527 758   99.78   696 712   0.22   5 264 603   0.85

Election of Mr Edward Raff as a
member and Chairperson of the
Audit and Risk Committee

Ordinary resolution number 4.2:         312 224 470   50.35   311 527 758   99.78   696 712   0.22   5 264 603   0.85

Election of Mr Francois Olivier as a
member of the Audit and Risk
Committee

Ordinary resolution number 4.3:         312 224 470   50.35   311 522 758   99.78   701 712   0.22   5 264 603   0.85

Election of Mr Martin Kuscus as a
member of the Audit and Risk
Committee
Ordinary resolution 5:                  312 147 299         50.33   311 435 357   99.77   711 942     0.23   5 341 774   0.86

Re-appointment of the CEO, Dr
Shaun Prithivirajh as an executive
director

Ordinary resolution 6:                  312 224 470         50.35   311 519 958   99.77   704 512     0.23   5 264 603   0.85

Appointment of the CFO, Mr
Christiaan Booyens as an executive
director

Special resolution number 1:            312 421 086         50.38   310 808 654   99.48   1 612 432   0.52   5 067 987   0.82

Remuneration payable to non-
executive directors

Ordinary resolution number 7:           312 523 040         50.39   311 826 328   99.78   696 712     0.22   4 966 033   0.80

To authorise the directors and
Company Secretary as signatories


   27 May 2019
   Johannesburg

   Company Secretary
   Lindie Lankalebalelo

   Transaction Sponsor
   Deloitte & Touche Sponsor Services Proprietary Limited

   Company Sponsor
   Java Capital Trustees and Sponsors Proprietary Limited

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