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OMNIA HOLDINGS LIMITED - Results of annual general meeting

Release Date: 23/09/2020 17:07
Code(s): OMN     PDF:  
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Results of annual general meeting

OMNIA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 1967/003680/06)
JSE code: OMN
ISIN: ZAE000005153
(“Omnia” or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on
Wednesday, 23 September 2020 (in terms of the notice of annual general meeting dispatched on
Friday 31 July 2020), all of the resolutions tabled thereat, with the exception of non-binding resolutions 12.1 and
12.2, were passed by the requisite majority of Omnia shareholders.

Details of the results of voting at the annual general meeting were as follows:

    -   total number of Omnia shares in issue as at the date of the annual general meeting: 169 052 173
    -   total number of Omnia shares that were present/represented at the annual general meeting: 145 165 993
        being 86.43% of the total number of Omnia shares that could have been voted at the annual general meeting


 Ordinary resolution 1: Re-appointment of auditor
 Shares voted*                For                         Against                    Abstentions^
 127 725 869, being 75.55%    91 950 502, being 71.99%    35 775 367, being 28.01%   17 440 124, being 10.32%
 
 Ordinary resolution 2: Re-election of director: Mr R Havenstein
 Shares voted*                For                         Against                    Abstentions^
 145 144 194, being 85.86%    138 169 580, being 95.19%   6 974 614, being 4.81%     21 799, being 0.01%

 Ordinary resolution 3: Re-election of director: Mr S Mncwango
 Shares voted*                For                         Against                    Abstentions^
 145 142 074, being 85.86%    145 051 882, being 99.94%   90 192, being 0.06%        23 919, being 0.01%
 
 Ordinary resolution 4: Re-election of director: Ms T Eboka
 Shares voted*                For                         Against                    Abstentions^
 145 142 074, being 85.86%    139 697 249, being 96.25%   5 444 825, being 3.75%     23 919, being 0.01%
 
 Ordinary resolution 5: Re-election of Ms T Mokgosi-Mwantembe
 Shares voted*                For                         Against                    Abstentions^
 145 142 074, being 85.86%    144 748 609, being 99.73%   393 465, being 0.27%       23 919, being 0.01%
 
 Ordinary resolution 6: Re-election of director: Mr R Bowen
 Shares voted*                For                         Against                    Abstentions^
 145 143 098, being 85.86%    145 056 804, being 99.94%   86 294, being 0.06%        22 895, being 0.01%
 
 Ordinary resolution 7: Confirmation of appointment of new director: Mr S Serfontein
 Shares voted*                For                         Against                    Abstentions^
 145 144 194, being 85.86%    145 143 181, being 100%     1 013, being 0.00%         21 799, being 0.01%
 
 Ordinary resolution 8: Confirmation of appointment of new director: Mr Z Swanepoel
 Shares voted*                For                         Against                    Abstentions^
 145 143 098, being 85.86%    145 142 714, being 100%     384, being 0.00%           22 895, being 0.01%

 Ordinary resolution 9: Confirmation of appointment of new director: Mr G Cavaleros
 Shares voted*                For                         Against                    Abstentions^
 145 143 098, being 85.86%    145 114 541, being 99.98%   28 557, being 0.02%        22 895, being 0.01%
 
 Ordinary resolution 10.1: Appointment of Ms L de Beer as member and chair of the Audit Committee
 Shares voted*                For                         Against                    Abstentions^
 145 143 098, being 85.86%    145 107 233, being 99.98%   35 865, being 0.02%        22 895, being 0.01%
 
 Ordinary resolution 10.2: Appointment of Mr R Bowen as member of the Audit Committee
 Shares voted*                For                         Against                    Abstentions^
 145 143 098, being 85.86%    139 651 213, being 96.22%   5 491 885, being 3.78%     22 895, being 0.01%
 
 Ordinary resolution 10.3: Appointment of Ms T Eboka as member of the Audit Committee
 Shares voted*                For                         Against                    Abstentions^
 145 142 024, being 85.86%    139 646 241, being 96.21%   5 495 783, being 3.79%     23 969, being 0.01%

 Ordinary resolution 10.4: Appointment of Mr G Cavaleros as member of the Audit Committee
 Shares voted*                For                         Against                    Abstentions^
 145 142 098, being  85.86%   145 113 467, being 99.98%   28 557, being 0.02%        23 969, being 0.01%
 
 Ordinary resolution 11: Authorisation to sign documentation to give effect to resolutions
 Shares voted*                For                         Against                    Abstentions^
 145 139 909, being 85.86%    145 088 517, being 99.96%   51 392, being 0.04%        26 084, being 0.02%
 
 Non-binding resolution 12.1: Non-binding advisory vote to support the remuneration policy
 Shares voted*                For                         Against                    Abstentions^
 145 130 668, being 85.85%    96 442 818, being 66.45%    48 687 850, being 33.55%   35 325, being 0.02%
 
 Non-binding resolution 12.2: Non-binding advisory vote to support the remuneration implementation report
 Shares voted*                For                         Against                    Abstentions^
 145 130 668, being 85.85%    87 185 995, being 60.07%    57 944 673, being 39.93%   35 325, being 0.02%
 
 Special resolution 1.1: Approval of non-executive directors’ fees
 Shares voted*                For                         Against                    Abstentions^
 145 130 374, being 85.85%    127 660 179, being 87.96%   17 470 195, being 12.04%   35 619, being 0.02%
 
 Special resolution 1.2: Approval of chair’s fees
 Shares voted*                For                         Against                    Abstentions^
 145 130 374, being 85.85%    145 105 581, being 99.98%   24 793, being 0.02%        35 619, being 0.02%
 
 Special resolution 2.1: Financial assistance in terms of section 44 of the Companies Act
 Shares voted*                For                         Against                    Abstentions^
 145 139 436, being 85.85%    114 884 900, being 79.15%   30 254 536, being 20.85%   26 557, being 0.02%
 
 Special resolution 2.2: Financial assistance in terms of section 45 of the Companies Act
 Shares voted*                For                         Against                    Abstentions^
 145 139 436, being 85.85%    122 910 778, being 84.68%   22 228 658, being 15.32%   26 557, being 0.02%
 
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares is issue

Non-binding 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 from
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.

Omnia undertook a comprehensive consultation process with shareholders during the past year on remuneration
matters and whilst the resolutions relating to remuneration did not achieve a 75% support level, the results showed
improvements on the prior year. The board will continue to consult with shareholders and details relating to these
engagements will be shared by way of a further SENS announcement in due course. A report on the outcome of
the consultation process will also be included in next year’s remuneration report.

Johannesburg
23 September 2020


Sponsor
Java Capital

Date: 23-09-2020 05:07:00
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