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Results of the extraordinary general meeting of Choppies shareholders
Choppies Enterprises Limited
(Registration number 2004/1681)
JSE share code: CHP
BSEL share code: CHOPPIES
ISIN: BW0000001072
Tax reference number: C08710401018
("Choppies" or the "Company")
RESULTS OF THE EXTRAORDINARY GENERAL MEETING OF CHOPPIES SHAREHOLDERS
A. Introduction
1. Shareholders of Choppies (“Shareholders”) are referred to the circular to Shareholders
issued on 14 August 2019 (the “Circular”) and to related announcements the last of which
were issued on 3 September 2019 and 4 September 2019.
2. Capitalised terms used and not separately defined in this announcement bear the same
meaning as the capitalised and defined terms used in the Circular.
3. Shareholders are advised that at the extraordinary general meeting of the Shareholders
held on 4 September 2019 (“EGM”), convened in terms of the notice of the EGM
contained in the Circular, the Shareholders were requested to vote on two sets of
resolutions (i) the Adjournment Resolution as described in the Company announcement
issued on 3 September 2019 and (ii) the Proposed Resolutions.
B. Adjournment Resolution
4. The Company received votes in person from Shareholders and proxy holders representing
93.27% (1,215,912,452 out of 1,303,628,341 total issued share capital) and the
Adjournment Resolution was not passed by the requisite majority of Shareholders in
accordance with Clause 19 of the Company’s Constitution. The results of the Proposed
Resolution were as follows:
Resolution For Against Abstain
Ordinary Resolution 1 - To approve the resolution to 46.94% 53.06% 0%
adjourn the EGM by way of a majority vote in accordance
with Clause 19 of the Company’s Constitution.
5. As the Adjournment Resolution was not passed by the requite majority, the meeting of
Shareholders proceeded to consider the Proposed Resolutions.
C. Proposed Resolutions
6. The Company received votes in person or by proxy representing 95.33% (1,242,736,780
out of 1,303,628,341 of the total issued share capital) and it was resolved as follows in
accordance with clause 20.3 of the Company’s constitution:
6.1. the Shareholders passed resolutions to:
6.1.1. re-appoint Mr Farouk Ismail;
6.1.2. re-appoint Mr Ramachandran Ottapathu;
6.1.3. appoint Mr Tom Pritchard; and
6.1.4. appoint Ms Carol Jean Haward.
6.2. The Shareholders rejected resolutions to:
6.2.1. re-appoint Mr Wilfred Mpai;
6.2.2. re-appoint Ms Dorcas Kgosietsile;
6.2.3. re-appoint Mr Ronald Tamale;
6.2.4. re-appoint Mr Hein Stander;
6.2.5. appoint Mr Kenny Nwosu; and
6.2.6. appoint Mr Oabona Michael Kgengwenyane.
7. The results of the Proposed Resolutions are as follows:
Resolution For Against Abstain
Ordinary Resolution 1 - To resolve to reappoint Mr 55.02% 44.96% 0.03%
Farouk Ismail as a director of the Company in
accordance with the provisions of clause 20.3 of the
Company’s constitution.
Ordinary Resolution 2 - To resolve to reappoint Mr 47.90% 52.07% 0.03%
Wilfred Mpai as a director of the Company in
accordance with the provisions of clause 20.3 of the
Company’s constitution.
Ordinary Resolution 3 - To resolve to reappoint Mr Mrs 5.84% 93.41% 0.76%
Dorcas Kgosietsile as a director of the Company in
accordance with the provisions of clause 20.3 of the
Company’s constitution.
Ordinary Resolution 4 - To resolve to reappoint Mr 48.05% 51.91% 0.04%
Ronald Tamale as a director of the Company in
accordance with the provisions of clause 20.3 of the
Company’s constitution.
Ordinary Resolution 5 - To resolve to reappoint Mr 48.68% 51.28% 0.04%
Heinrich Stander as a director of the Company in
accordance with the provisions of clause 20.3 of the
Company’s constitution.
Ordinary Resolution 6 - To resolve to reappoint Mr 52.06% 47.91% 0.02%
Ramachandran Ottapathu as a director of the Company
in accordance with the provisions of clause 20.3 of the
Company’s constitution.
Ordinary Resolution 7 - To resolve to appoint Mr withdrawn withdrawn withdrawn
Goleele Mosinyi as a director of the Company in
accordance with the provisions of clause 20.3 of the
Company’s constitution.
Ordinary Resolution 8 - To resolve to appoint Mr Kenny 48.29% 51.68% 0.03%
Nwosu as a director of the Company in accordance with
the provisions of clause 20.3 of the Company’s
constitution.
Ordinary Resolution 9 - To resolve to appoint Mr 1.84% 98.13% 0.03%
Oabona Michael Kgengwenyane as a director of the
Company in accordance with the provisions of clause
20.3 of the Company’s constitution.
Ordinary Resolution 10 - To resolve to appoint Mr Tom 77.75% 22.22% 0.03%
Pritchard as a director of the Company in accordance
with the provisions of clause 20.3 of the Company’s
constitution.
Ordinary Resolution 11 - To resolve to appoint Ms 51.25% 48.72% 0.03%
Carol-Jean Harward as a director of the Company by
ordinary resolution in accordance with the provisions of
clause 20.3 of the Company’s constitution.
D. Withdrawal of Candidacy by Mr Goleele Mosinyi
8. On 3 September 2019, the board of directors of Choppies (the “Board”) received a letter
from Mr Goleele Mosinyi withdrawing his candidacy for appointment as a new member of
the Board. Accordingly, Resolution number 7 above was not voted on at the EGM.
E. Resignation of the Chairman
9. Shareholders are further advised that, during the EGM, following the announcement of
the results of the Proposed Resolutions, the Chairman of the Board, His Excellency Festus
Mogae, tendered his resignation as Chairman of the Board with immediate effect.
F. Board Composition
10. Following the EGM, the Board currently comprises the following members:
10.1.1. Mr Farouk Ismail;
10.1.2. Mr Ramachandran Ottapathu;
10.1.3. Mr Tom Pritchard; and
10.1.4. Ms Carol Jean Haward.
Per the announcement published on 1 November 2018, the trading of the Company shares on
both the Botswana Stock Exchange Limited (“BSEL”) and its secondary listing on the
Johannesburg Stock Exchange (“JSE”) remains suspended until further notice.
The Company's primary listing is on the BSEL and its secondary listing is on the JSE.
By Order of the Board
6 September 2019
BSEL Sponsoring Broker
African Alliance Botswana Limited
JSE Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 06/09/2019 09:30:00
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