ELB GROUP LIMITED - Results of the Rescheduled General Meeting

Results of the Rescheduled General Meeting

ELB GROUP LIMITED
Incorporated in the Republic of South Africa
(Registration number 1930/002553/06)
ISIN: ZAE000035101
JSE Code: ELR
(“ELB” or “the Company”)


RESULTS OF THE RESCHEDULED GENERAL MEETING


1. Introduction

1.1     Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear
        the same meanings ascribed thereto in the Supplementary Circular dated 27 November 2020
        (“Supplementary Circular”), which was made available on the Company’s website:
        www.elb.co.za/investor-relations-2/.

1.2     Shareholders are referred to the Supplementary Circular containing the details of the material
        changes to the Circular issued on 1 July 2020, the Second Expert’s Report and incorporating a notice
        of Rescheduled General Meeting, Form of Proxy and Form of Surrender and Transfer for the Scheme.

2. Results of the Rescheduled General Meeting
2.1 The ELB Board is pleased to announce that, pursuant to the Rescheduled General Meeting held on
     31 December 2020, the resolution as contained in the Notice of Rescheduled General Meeting which
     formed part of the Supplementary Circular, was passed by the requisite majority of ELB Shareholders
     entitled to vote thereat. The results of the Rescheduled General Meeting are set out in paragraph 2.2
     below:

2.1.1      The total number of ELB Shares in issue as at the date of the Rescheduled General Meeting was
           28 473 542 of which 22 894 611 were Scheme Shares which were entitled to vote.

2.1.2      The total number of Scheme Shares that were present in person/represented by proxy and entitled
           to vote on Special Resolution Number 1 was 18 362 284, being 80.20% of the total number of
           Scheme Shares that can be exercised at the Rescheduled General Meeting.

2.1.3      The total number of Scheme Shares voted at the Rescheduled General Meeting was 18 358 835,
           representing 80.19% of the Scheme Shares which were entitled to vote.

2.1.4      Abstentions are represented below as a percentage (rounded down to two decimal points) of total
           number of Scheme Shares in issue while the Scheme Shares voted for and against are
           represented as a percentage of the total Scheme Shares voted in person or by proxy at the
           Rescheduled General Meeting.

2.2     The result of the Scheme Resolution proposed at the Rescheduled General Meeting is set out below:


        Resolution                                     Total number      % of votes    % of votes        % of ELB
                                                       of ELB Shares     for the       against the       Shares
                                                       voted             Scheme        Scheme            abstained
                                                       (excluding        Resolution    Resolution
                                                       abstentions)

        Special Resolution 1 – Approval of the         18 358 835        86.00%        14.00%            0.02%
        Scheme Resolution in accordance with
        sections 48(8)(a), 48(8)(b), 114(1)(e)
        and 115(2)(a) of the Companies Act

3. Scheme Conditions Precedent

Shareholders will be advised once all the Scheme Conditions Precedent, as set out in the Circular and the
Supplementary Circular, have been fulfilled (or waived, to the extent possible). A finalisation announcement
will be made in due course, based on the indicative salient dates and times set out in the Supplementary
Circular.

4. Responsibility statement


The Independent Board and the ELB Board, individually and collectively, accept full responsibility for the
accuracy of the information contained in this announcement and certify that, to the best of their knowledge
and belief, such information is true and this announcement does not omit any facts that would make any of
the information false or misleading or would be likely to affect the importance of any information contained
in this announcement.

The Independent Board and the ELB Board have made all reasonable enquiries to ascertain that no facts
have been omitted and this announcement contains all information required by law, the Companies Act and
the JSE Listings Requirements.


By order of the ELB Board

Johannesburg
31 December 2020


Sponsor
Questco Corporate Advisory Proprietary Limited

Date: 31-12-2020 11:53:00
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