Results of Annual General Meeting and Re-Appointment of Director Omnia Holdings Limited Incorporated in the Republic of South Africa (Registration number 1967/003680/06) Share code: OMN ISIN: ZAE000005153 (“Omnia” or “the Company”) RESULTS OF ANNUAL GENERAL MEETING AND RE-APPOINTMENT OF DIRECTOR Shareholders are advised that at the annual general meeting of Omnia (“AGM”) held on 27 September 2019, all the resolutions as set out in the notice of AGM were passed by the requisite majority of shareholders save for: o Special resolution number 2.2: Financial assistance to be granted by the Company in terms of section 45 of the Companies Act’, which was withdrawn from the AGM as a result of such approval having already been obtained at the general meeting of shareholders of Omnia held on 25 July 2019; and o Ordinary resolution number 12.2: Non-binding advisory vote to support the remuneration implementation report. The number of shares voted in person or by proxy were 55 918 320, representing 80.98% of the total issued share capital of the same class of Omnia shares as at the record date to be eligible to vote at the AGM. The resolutions proposed at the meeting, together with the percentage of votes carried for and against each resolution, as well as the percentage of shares abstained, are set out below: % of votes % of votes % of for the against the shares Resolution resolution resolution abstained Ordinary resolution number 1: Re-appointment of the auditors, together with Ms T Rae being the individual registered auditor, for the ensuing year 59.84 40.16 0.00 Ordinary resolution number 2: Re-election of director: Mr R Havenstein 96.89 3.11 0.04 Ordinary resolution number 3: Re-election of director: Mr F Butler 83.93 16.07 0.04 Ordinary resolution number 4: Re-election of director: Mr S Mncwango 88.65 11.35 0.04 Ordinary resolution number 5: Re-election of director: Prof N Binedell 99.02 0.98 0.04 Ordinary resolution number 6: Re-election of director: Ms L De Beer 99.02 0.98 0.04 Ordinary resolution number 7: Confirmation of appointment of new director: Mr T Gobalsamy 100.00 0.00 0.04 Ordinary resolution number 8: Confirmation of appointment of new director: Mr W Plaizier 100.00 0.00 0.00 Ordinary resolution number 9.1: Appointment of Ms L De Beer as member and chair of the audit committee 99.01 0.99 0.04 Ordinary resolution number 9.2: Appointment of Mr R Bowen as member of the audit committee 89.15 10.85 0.04 Ordinary resolution number 9.3: Appointment of Ms T Eboka as member of the audit committee 78.60 21.40 0.04 Ordinary resolution number 10: General authority to place unissued shares under the control of the directors 63.44 36.56 0.00 Ordinary resolution number 11: Authorisation to sign documents giving effect to approved resolutions 100.00 0.00 0.00 Ordinary resolution number 12.1: Non-binding advisory vote to support the remuneration policy 61.32 38.68 0.00 Ordinary resolution number 12.2: Non-binding advisory vote to support the remuneration implementation report 44.74 55.26 0.00 Special resolution number 1.1: Approval of non-executive directors’ fees 84.63 15.37 0.00 Special resolution number 1.2: Approval of chair’s fees 89.77 10.23 0.00 Special resolution number 2.1: Financial assistance to be granted by the company in terms of section 44 of the Companies Act 91.02 8.98 0.00 Special resolution number 2.2: Financial assistance to be granted by the company in terms of section 45 of the Companies Act n/a n/a n/a Ordinary resolution numbers 12.1 and 12.2 were tabled at the AGM in accordance with the JSE Listings Requirements and the King IV recommendation that the Company obtain a non-binding advisory vote by shareholders on the remuneration policy and the remuneration implementation report applicable to all employees and directors of the Company, and any of its subsidiaries or divisions. While failure to pass these resolutions will not have legal consequences relating to the existing arrangements, given that the resolutions were voted against by shareholders exercising 25% or more of the voting rights exercised, Omnia has committed to engage with shareholders with a view to obtain an understanding of shareholders’ concerns with the remuneration policy and implementation report. Details of such engagement will be advised by way of a further SENS announcement in due course. Shareholders are advised that following the automatic termination of the appointment of Mr George Cavaleros to the board of Omnia (“the board”) (in terms of the Company’s memorandum of incorporation), Mr Cavaleros has been re-appointed to the board with effect from Friday, 27 September 2019. His appointment will be ratified at the next AGM of the Company. Johannesburg 30 September 2019 Sponsor Merchantec Capital Date: 30/09/2019 04:22:00 Produced by the JSE SENS Department. 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