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EOH HOLDINGS LIMITED - Notification in terms of section 45(5) of the Companies Act 71 of 2008

Release Date: 13/05/2020 15:40
Code(s): EOH     PDF:  
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Notification in terms of section 45(5) of the Companies Act 71 of 2008

(Incorporated in the Republic of South Africa)
(Registration number 1998/014669/06)
JSE share code: EOH ISIN: ZAE000071072
(“EOH” or “the Company” or “the EOH Group”)


Notice is hereby given that, in terms of section 45(5)(a) of the Companies Act 71 of 2008 (“the Companies
Act”), and pursuant to the special resolution passed at the annual general meeting of EOH held on Thursday,
5 December 2019 authorising the board of directors of EOH (“the Board”) to provide direct or indirect
financial assistance to related or inter-related parties, the Board has adopted a resolution on 4 May 2020 in
terms of section 45(3)(b) of the Companies Act, authorising the EOH Group to provide financial assistance to
EOH Mthombo Proprietary Limited (“EOH Mthombo”), a wholly-owned subsidiary of EOH, through the
provision of additional security (in the form of a pledge and cession in security in respect of certain shares,
claims and other assets and rights held by the Company from time to time) as security for its obligations under
a counter-indemnity agreement given in favour of K2016471969 (South Africa) Proprietary Limited (as Debt
Guarantor) (the “Debt Guarantor”), given pursuant to a debt guarantee issued by the Debt Guarantor to a
consortium of senior lenders to the EOH Group (the “Senior Lenders“) for the performance of any obligations
due by EOH Mthombo in terms of the facility agreements and other finance documents concluded between
EOH Mthombo and the Senior Lenders from time to time, which is currently an amount of approximately
R2.9 billion.

The provision of the guarantee as described above constitutes financial assistance in terms of section 45(1) of
the Companies Act as the total value of the guarantee exceeds one-tenth of one per cent of the Company’s net
worth at the time of the adoption of the board resolution.

In accordance with section 45 of the Companies Act, the Board is satisfied and acknowledges that:

   -   the terms under which such financial assistance has been given are fair and reasonable to EOH; and
   -   immediately after providing such financial assistance, EOH would have satisfied the solvency and
       liquidity test as provided for in section 4 of the Companies Act

13 May 2020

Java Capital

Date: 13-05-2020 03:40:00
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