To view the PDF file, sign up for a MySharenet subscription.

OMNIA HOLDINGS LIMITED - Results of Annual General Meeting and Re-Appointment of Director

Release Date: 30/09/2019 16:22
Code(s): OMN     PDF:  
Wrap Text
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     45 of the Companies Act’, which was withdrawn from the AGM as a result of such approval having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. 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.

Share This Story