AFRICAN PHOENIX INVESTMENTS LIMITED - Results of Extraordinary General Meeting of Shareholders and Change to the Board

Results of Extraordinary General Meeting of Shareholders and Change to the Board

AFRICAN PHOENIX INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1946/021193/06)
Ordinary share code: AXL     ISIN: ZAE000221370
(“African Phoenix” or “the Company”)


RESULTS OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS AND
CHANGE TO THE BOARD


1. Introduction

   Shareholders are referred to the announcements released on SENS on 13 September 2019,
   30 September 2019 and 14 October 2019, and to the Notice of Extraordinary General Meeting of
   Shareholders (“Notice”) distributed to Shareholders on 14 October 2019. The capitalised terms used in
   this announcement, unless otherwise defined herein, bear the meanings ascribed to them in the Notice.

   Shareholders are advised that the Extraordinary General Meeting, convened in terms of the Notice, was
   held on 13 November 2019.

2. Results of voting at the Extraordinary General Meeting

   Shareholders are advised that all of the resolutions proposed at the Extraordinary General Meeting were
   passed by the requisite majority of Shareholders save for:

   o Ordinary Resolution Number 2.1 – Election of Nick Sennett as a non-executive director of the
     Company; and
   o Ordinary Resolution Number 2.2 – Election of Tshepho Maseko as a non-executive director of the
     Company,

   which resolutions were withdrawn by the proposing Shareholder prior to the Extraordinary General
   Meeting.

   The resolutions proposed at the Extraordinary General Meeting, together with the number of Ordinary
   Shares voted in person or by proxy (being eligible to do so) and the percentage of the total issued share
   capital of the same class of Ordinary Shares they represent, the percentage of Ordinary Shares abstained,
   as well as the percentage of votes carried for and against each resolution, are set out below:

                                                  Number of    % of the          % of         % of
                                                   Ordinary       total         votes        votes        % of
                                            Shares voted in      issued       carried      against    Ordinary
                                               person or by       share       for the          the      Shares
    Resolution                                        proxy     capital    resolution   resolution   abstained

    Ordinary Resolution Number 1
    Termination of the General Partner’s
    mandate to act as a general partner of
    the API Capital Fund without Cause        1 283 199 117      89,92%        79,23%       20,77%       0,08%

    Ordinary Resolution Number 2.1
    Election of Nick Sennett as a non-
    executive director of the Company                   n/a         n/a           n/a          n/a         n/a

    Ordinary Resolution Number 2.2
    Election of Andrew James Hannington
    as a non-executive director of the
    Company                                   1 283 199 117      89,92%        79,24%        20,76%      0,08%

    Ordinary Resolution Number 2.3
    Election of Tshepo Maseko as a non-
    executive director of the Company                   n/a         n/a           n/a           n/a        n/a


3. Change to the Board

   Following the adoption of Ordinary Resolution Number 2.2 and in compliance with paragraph 3.59 of the
   Listings Requirements, the Board hereby notifies Shareholders that Andrew James Hannington has been
   appointed as non-executive director of the Company with effect from 13 November 2019.

4. Effects of the adoption of Ordinary Resolution Number 1

   Shareholders are hereby advised that a meeting of the Board will take place on Friday, 15 November
   2019 in order for the Directors to, inter alia, consider the implications of the adoption of Ordinary Resolution
   Number 1 on the Company’s current listing and the new strategy of African Phoenix going forward.

   Shareholders will be updated on these considerations by way of a further SENS announcement.


Johannesburg
14 November 2019

Sponsor
Merchantec Capital

Legal Adviser
Webber Wentzel

Date: 14/11/2019 01:40:00
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