Wrap Text
Results of the Annual General Meeting ("AGM")
VISUAL INTERNATIONAL HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2006/030975/06)
(“Visual”)
ISIN Code: ZAE000187407 Share Code: VIS
RESULTS OF ANNUAL GENERAL MEETING (“AGM”)
Shareholders are advised that the AGM of Visual was held on 24 April 2019 and that all the
resolutions proposed at the AGM, save for Ordinary Resolution Numbers 2 and 3, were
passed by the requisite number of shareholders.
The following information is provided:
Total number of issued ordinary shares 374,265,547
Total number of ordinary shares represented and eligible to vote at the
AGM 165,999,021
Percentage of ordinary shares represented at the AGM 44.35%
The resolutions proposed at the AGM, together with the percentage of votes carried for
and against each resolution, are set out below:
Total Abstain
number of For Against (% of issued
Resolution proposed votes cast (% of total (% of total share
(excluding votes cast) votes cast) capital)
abstentions)
Ordinary Resolution Number 1 165,880,649 165,375,649 505,000 118,372
Presentation and acceptance (99.70%) (0.30%) (0.03%)
of annual financial statements
Ordinary Resolution Number 2 161,144,180 1,522,256 159,621,924 4,854,841
Director appointment: D Genu (0.94%) (99.06%) (1.30%)
Ordinary Resolution Number 3 161,144,180 1,368,095 159,776,085 4,854,841
Director appointment: (0.85%) (99.15%) (1.30%)
E Godongwana
Ordinary Resolution Number 4 161,144,180 160,602,476 541,704 4,854,841
Director retirement and re- (99.66%) (0.34%) (1.30%)
election: LT Matlholwa
Ordinary Resolution Number 5 161,144,180 160,602,476 541,704 4,854,841
Director retirement and re- (99.66%) (0.34%) (1.30%)
election: RR Richards
Ordinary Resolution Number 6 165,870,649 165,328,945 541,704 128,372
Re-appointment and (99.67%) (0.33%) (0.03%)
remuneration of auditors
Ordinary Resolution Number 7 165,880,649 165,338,945 541,704 118,372
Re-appointment of Audit and (99.67%) (0.33%) (0.03%)
Risk Committee member:
CT Vorster
Ordinary Resolution Number 8 161,144,180 160,602,476 541,704 4,854,841
Appointment of Audit and Risk (99.66%) (0.34%) (1.30%)
Committee member:
LT Matlholwa
Ordinary Resolution Number 9 161,144,180 160,602,476 541,704 4,854,841
Appointment of Audit and Risk (99.66%) (0.34%) (1.30%)
Committee member:
RR Richards
Ordinary Resolution Number 10 161,134,180 160,586,626 547,554 4,864,841
Endorsement of Visual’s (99.66%) (0.34%) (1.30%)
Remuneration Policy
Ordinary Resolution Number 11 161,134,180 160,586,626 547,554 4,864,841
Endorsement of the (99.66%) (0.34%) (1.30%)
implementation of Visual’s
Remuneration Policy
Special Resolution Number 1 165,870,649 165,211,488 659,161 128,372
General authority to allot and (99.60%) (0.40%) (0.03%)
issue shares for cash
Special Resolution Number 2 165,870,649 165,174,784 695,865 128,372
Authority to issue shares, (99.58%) (0.42%) (0.03%)
securities convertible into
shares or rights that may
exceed 30% of the voting
power of the current issued
share capital
Special Resolution Number 3 161,134,180 160,592,476 541,704 4,864,841
Non-executive directors’ (99.66%) (0.34%) (1.30%)
remuneration
Special Resolution Number 4 165,870,649 165,323,095 547,554 128,372
General authority to provide (99.67%) (0.33%) (0.03%)
financial assistance for the
subscription and/or purchase
of securities in the company or
in related or inter-related
companies
Special Resolution Number 5 165,870,649 165,168,934 701,715 128,372
General authority to provide (99.58%) (0.42%) (0.03%)
financial assistance to related
and inter-related companies
and corporations
Special Resolution Number 6 165,870,649 165,174,784 695,865 128,372
General authority to acquire (99.58%) (0.42%) (0.03%)
(repurchase) shares
Special Resolution Number 7 165,864,799 165,168,934 695,865 134,222
Amendment to the (99.58%) (0.42%) (0.04%)
Memorandum of Incorporation
Special Resolution Number 7 will be submitted to CIPC for registration in due course.
By order of the Board.
Cape Town
24 April 2019
Designated Advisor
Arbor Capital Sponsors Proprietary Limited
Date: 24/04/2019 04:09:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.