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ACCENTUATE LIMITED - Results of the general meeting of Accentuate Shareholders

Release Date: 22/11/2019 16:46
Code(s): ACE     PDF:  
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Results of the general meeting of Accentuate Shareholders

ACCENTUATE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2004/029691/06)
JSE Share code: ACE ISIN: ZAE000115986
(“Accéntuate” or “the Company”)

RESULTS OF THE GENERAL MEETING OF ACCENTUATE SHAREHOLDERS

1. Results of the General Meeting
   Accéntuate shareholders (“Shareholders”) are advised that at the general meeting of
   Shareholders of the Company held on Friday, 22 November 2019 (“General Meeting”), the special
   and ordinary resolutions, as set out in the notice of General Meeting forming part of the circular
   to Shareholders dated 25 October 2019, were passed by the requisite majority of votes of
   shareholders present in person or represented by proxy.

    Shareholders are advised that, prior to the General Meeting, the Company received a dissenting
    Shareholder’s notice in terms of Section 164(3) of the Companies Act, 2008 as amended. The
    dissenting Shareholder holds 5,250,000 ordinary shares in the authorised and issued share capital
    of the Company, equal to 3.77% of the issued share capital. The dissenting Shareholder was
    present by proxy and voted against all of the resolutions, as set out in the notice of General
    Meeting forming part of the circular to Shareholders dated 25 October 2019. The Company will
    now engage with the dissenting Shareholder in terms of the procedure as set out in section 164
    of the Companies Act, 2008 (“the Act”).
    The total number of shares present/represented, including proxies, entitled to vote at the
    General Meeting was 96,139,108 ordinary shares or 68.97% of Accéntuate’s issued ordinary share
    capital as at Friday, 15 November 2019, being the record date to be eligible to vote at the General
    Meeting.

    The voting results were as follows:
                                                        TOTAL VOTING RIGHTS EXERCISED                  VOTING RIGHTS
                                                                                                       ABSTAINED
     RESOLUTION                                   FOR     AGAINST      NUMBER                % (2)     % (2)
                                                  (%)     (%) (1)
                                                  (1)

      Special Resolution Number 1 Approval of 94.4 5.54                  96,127,598              71.71  0.01
      the Specific Repurchase                       6
      Special Resolution Number 2                   (3)    (3)           (3)                     (3)    (3)

      Revocation of Special Resolution number 1
      Special Resolution Number 3 Approval of 89.2 10.79                 49,243,398              53.25  0.01
      the Subordinated Convertible Loan 1
      Agreements
      Special Resolution Number 4 Approval of 94.4 5.53                  96,127,598              68.97  0.01
      the conversion of the loans                   7
      Ordinary Resolution Number 1 To place 94.4 5.54                    96,127,598              68.97  0.01
      unissued shares under the Directors’ control 6
      Ordinary Resolution Number 2 General 94.4 5.52                     96,127,598              68.97  0.01
      authority granted to Directors                8
    Notes:
    1. As a percentage of voting rights exercised
    2. As a percentage of total voteable rights
    3. Special Resolution number 2 was not required as Special Resolution Number 1 was passed and the shareholding of
    the dissenting shareholder did not meet the threshold of 10% as required in Special Resolution number 2
  2. The provisions of section 164 will now be given effect to as indicated hereunder.

  3. Revised salient dates and times for the dissenting minority shareholders are as follows -
                                                                                                2019
       Last day for Accentuate minority shareholders who voted against the        Friday, 6 December
       Specific Repurchase to require Accentuate to seek court approval for
       the Specific Repurchase in terms of section 115(3)(a) of the
       Companies Act, on:
       Last day to send notice of adoption of special resolutions to dissenting   Friday, 6 December
       shareholders in accordance of section 164 of the Companies Act:
       Last day for Accentuate minority shareholders who voted against the        Friday, 6 December
       Specific Repurchase to apply to court for leave to apply for a review of
       the Specific Repurchase in terms of section 115(3)(b) of the
       Companies Act:

Johannesburg
22 November 2019
Designated Advisor: Bridge Capital Advisors Proprietary Limited

Date: 22/11/2019 04:46:00
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