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ARB HOLDINGS LIMITED - Results of annual general meeting, withdrawel of contingent liability and renewal of cautionary announcement

Release Date: 07/11/2018 07:30
Code(s): ARH     PDF:  
 
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Results of annual general meeting, withdrawel of contingent liability and renewal of cautionary announcement

 ARB HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration Number: 1986/002975/06)
Share Code: ARH     ISIN: AE000109435
("ARB" or "the Company" or "the Group")

RESULTS OF ANNUAL GENERAL MEETING, WITHDRAWAL OF CONTINGENT LIABILITY
AND RENEWAL OF CAUTIONARY ANNOUNCEMENT

Shareholders are hereby advised that at the annual general meeting of
shareholders of the Company held on Tuesday, 6 November 2018, all the
proposed ordinary and special resolutions, as set out in the notice
of annual general meeting contained in the Integrated Annual Report
which was posted to shareholders on 28 September 2018, were passed by
the requisite majority of shareholders present and voting, in person
or by proxy.

Details of the results of voting at the annual general meeting are as
follows:
- Total number of issued ordinary shares: 235 000 000
- Total   number   of   issued   ordinary    shares   which    were
Present /represented at the annual general meeting: 206 156 264 being
87.70 % of the total number of issued ordinary shares.

Ordinary Resolutions

Ordinary resolution number 1: To receive the AFS for the year ended
30 June 2018

For (1)           Against (1)         Abstentions (2)   Shares voted (3)
      206 100 764 4 100 being 0%      51 400 being      206 104 864
      being 100 %                     0.02%             being 87.70%

Ordinary resolution number 2: General authority to issue shares for
cash
 For (1)           Against (1)       Abstentions (2)   Shares voted (3)
       205 294 623 810 241 being     51 400 being      206 104 864
      being 99.61% 0.39%             0.02%             being 87.70%

Ordinary resolution number 3: Place unissued shares under the control
of the Directors
 For (1)           Against (1)        Abstentions (2)    Shares voted (3)
       205 285 123 814 441 being      56 700 being       206 099 564
      being 99.60% 0.40%              0.02%              being 87.70%

Ordinary resolution number 4: Re-elect Alan Burke as a director of
the company
 For (1)           Against (1)       Abstentions (2)  Shares voted (3)
       206 100 141 4 723 being 0%    51 400 being     206 104 864
       being 100 %                   0.02%            being 87.70%

Ordinary resolution number 5.1: Re-elect James Dixon (Chairman) as
member of the audit committee
 For (1)           Against (1)       Abstentions (2)  Shares voted (3)
      206 100 141 4 723 being 0%      51 400 being         206 104 864
      being 100 %                     0.02%                being 87.70%

Ordinary resolution number 5.2: Re-elect Simon Downes      as member of
the audit committee
 For (1)            Against (1)      Abstentions (2)       Shares voted (3)
       206 100 141 4 723 being 0%    51 400 being          206 104 864
       being 100 %                   0.02%                 being 87.70%

Ordinary resolution number 5.3: Re-elect Ralph Patmore     as member of
the audit committee
 For (1)            Against (1)      Abstentions (2)       Shares voted (3)
       206 100 141 4 723 being 0%    51 400 being          206 104 864
       being 100 %                   0.02%                 being 87.70%

Ordinary resolution number 6: Reappoint the Auditor and fix their
remuneration
 For (1)           Against (1)      Abstentions (2)   Shares voted (3)
       205 963 683 141 181 being    51 400 being      206 104 864
      being 99.93% 0.07%            0.02%             being 87.70%

Ordinary resolution number 7: Authorise Directors / Company secretary
to sign resolution related documentation
 For (1)           Against (1)        Abstentions (2)    Shares voted (3)
       206 100 141 4 723 being 0%     51 400 being       206 104 864
       being 100 %                    0.02%              being 87.70%

Ordinary resolution number 8: Non-binding advisory vote to endorse
the ARB remuneration policy
 For (1)           Against (1)       Abstentions (2)  Shares voted (3)
       204 790 887 1 309 177 being   56 200 being     206 100 064
      being 99.36% 0.64%             0.02%            being 87.70%

Ordinary resolution number 9: Non-binding advisory vote to endorse
the implementation of the ARB remuneration policy
 For (1)           Against (1)        Abstentions (2) Shares voted (3)
       206 076 390 23 674 being       56 200 being    206 100 064
      being 99.61% 0.39%              0.02%           being 87.70%


Special resolutions

Special resolution number 1: General authority to repurchase Company’s
share
 For (1)            Against (1)        Abstentions (2)    Shares voted (3)
       206 106 264 5 100 being 0%      44 900 being       206 111 364
       being 100 %                     0.02%              being 87.70%

Special resolution number 2: Approve the remuneration of   Non-Executive
Directors from 1 July 2018
 For (1)            Against (1)        Abstentions (2)     Shares voted (3)
       204 799 887 1 309 177 being     47 200 being        206 109 064
      being 99.36% 0.64%               0.02%               being 87.70%
Special resolution number 3: Financial assistance to related or
inter-related Company and corporations
 For (1)           Against (1)        Abstentions (2)   Shares voted (3)
       206 085 840 10 024 being 0%    60 400 being      206 095 864
       being 100 %                    0.02%             being 87.70%


Notes:
(1) The votes carried for and against each individual resolution are
disclosed as a percentage in relation to the total number of ordinary
shares voted (whether in person or by proxy) in respect of such
individual resolution at the annual general meeting.
(2)The total number of ordinary shares abstained in respect of each
individual resolution (whether in person or by proxy) is disclosed as
a percentage in relation to the total number of issued ordinary shares.
(3) The total number of ordinary shares voted (whether in person or
by proxy) at the annual general meeting in respect of each individual
resolution is disclosed as a percentage in relation to the total
number of issued ordinary shares.

WITHDRAWAL OF CONTINGENT LIABILITY
Included in the Annual Financial Statements for the year ended 30 June
2018 was reference to a contingent liability in respect of a summons
received from a major listed construction company, as the 3rd
respondent (after their insurance company and broker), claiming R76,4m
“as a result of the incorrect cable being procured or incorrect cables
being installed incorrectly”.

We have received a correspondence from the claimant and their
attorneys confirming that they have agreed to withdraw the matter
against the Group with each party to pay their own legal costs.

RENEWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the renewal of cautionary announcement
released on SENS on Wednesday, 26 September 2018, and the detailed
terms announcement released on SENS on Wednesday 15 August 2018, which
advised that ARB and its subsidiary, Eurolux Proprietary Limited,
signed definitive agreements (the “Agreements”) with South Ocean
Holdings Limited (“South Ocean”) and its subsidiary Radiant Group
Proprietary Limited (“Radiant”), in terms of which ARB, through
Eurolux, will acquire 100% of the total issued share capital of Radiant
and the properties that Radiant operate out of, from South Ocean (the
“Transaction”).

The announcement further advised that the effective date and final
purchase consideration was still to be determined, subject to the
fulfilment or waiver of the suspensive conditions or such other date
as may be agreed by the parties. The suspensive condition are still
outstanding as at the date of this announcement.

Accordingly, shareholders are advised to continue to exercise caution
when dealing in the Company’s securities until a further announcement
is made on SENS.

Durban
7 November 2018

Sponsor: Grindrod Bank Limited

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