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Report On Proceedings At The General Meeting
ALVIVA HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number: 1986/000334/06)
Share code: AVV ISIN: ZAE000227484
("Alviva" or the "Company")
REPORT ON PROCEEDINGS AT THE GENERAL MEETING
1. INTRODUCTION
1.1 Unless otherwise defined herein, capitalised words and terms
contained in this announcement shall bear the same meanings
ascribed thereto in the circular dated 23 December 2022 ("the
Circular").
1.2 Shareholders are advised that at the General Meeting held today,
Friday, 27 January 2023, convened to consider and approve the Scheme
Resolutions, all of the resolutions tabled were approved by the
requisite majority of Alviva Shareholders present or represented
by proxy and entitled to vote thereon.
2. RESULTS OF VOTING AT THE GENERAL MEETING
2.1 The total number of Alviva Shares in issue as at the date of the
General Meeting is 117 623 944, of which 82 133 387 were Scheme
Shares which were entitled to vote.
2.2 The total number of Scheme Shares that were present in
person/represented by proxy and entitled to vote was 47 803 125
being 41% of the total number of Shares in issue (and being 58%.
of the total number of Scheme Shares which were entitled to vote).
2.3 The results of voting on the Scheme Resolutions proposed at the
General Meeting are set out below:
For Against Abstained, Shares
in voted in
relation relation
to total to total
shares in shares in
issue issue
SPECIAL RESOLUTIONS
1. Approval of the Scheme
in accordance with
sections 114(1)(c) and
115 of the Companies
Act
Number of shares 45 396 666 3 225 109 23 196 48 621 775
Percentage 93.37% 6.63% 0.02% 41.34%
2. Revocation of Special
Resolution Number 1
Number of shares 45 774 940 2 846 835 23 196 48 621 775
Percentage 94.14% 5.86% 0.02% 41.34%
ORDINARY RESOLUTION
1. Authority granted to a
director or company
secretary
Number of shares 45 753 640 2 831 535 59 796 48 585 175
Percentage 94.17% 5.83% 0.05% 41.31%
3. SCHEME CONDITIONS
3.1 Alviva Shareholders holding 36 600 Shares being 0.03% of the
total number of Shares in issue, have given notice objecting
to the Scheme as contemplated in section 164 of the Companies
Act.
3.2 Shareholders should note that the implementation of the Scheme
remains subject to the fulfilment or waiver (as the case may
be) of a number of Scheme Conditions by the dates set out in
the Circular.
3.3 An announcement will be released on SENS as soon as possible
after the fulfilment or waiver (as the case may be) of all
the outstanding Scheme Conditions or any non-fulfilment of
any Scheme Condition which causes the Scheme to lapse.
4. RESPONSIBILITY STATEMENT
4.1 The independent board individually and collectively accepts full
responsibility for the accuracy of the information contained in
this announcement. In addition, the independent board certifies
that to the best of its knowledge and belief, the information
contained in this announcement solely pertaining to the Company is
true and, where appropriate, does not omit anything that is likely
to affect the importance of the information contained herein, and
that all reasonable enquiries to ascertain such information have
been made.
Midrand
27 January 2023
Corporate advisor and transaction sponsor to Alviva: Bravura Capital
Proprietary Limited
Legal advisor to Alviva: Tugendhaft Wapnick Banchetti and Partners
Sponsor: Deloitte & Touche Sponsor Services Proprietary Limited
Legal advisor to the Consortium: Webber Wentzel
Financial advisor, Bookrunner and Mandated Lead Arranger to the
Consortium and BidCo: Absa Corporate and Investment Banking, a division
of Absa Bank Limited
Date: 27-01-2023 04:23:00
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