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VISUAL INTERNATIONAL HOLDINGS LIMITED - Results of the Annual General Meeting ("AGM")

Release Date: 24/04/2019 16:09
Code(s): VIS     PDF:  
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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

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