JSE Sens

EOH HOLDINGS LIMITED - Clarification on Voting of Dematerialised Shares, Formation of Internal Audit Function and Withdrawal of Resolutions

12 February 2019 - 16:48 PM
Clarification on Voting of Dematerialised Shares, Formation of Internal Audit Function and Withdrawal of Resolutions

Incorporated in the Republic of South Africa
(Registration number 1998/014669/06)
Share code: EOH ISIN: ZAE000071072


Shareholders are referred to the SENS announcement dated 30 November 2018, giving shareholders notice
of the 20th Annual General Meeting of EOH shareholders (AGM) to be held on 20 February 2019.

EOH reminds shareholders that the last day to trade EOH shares in order to be recorded in the Register and
entitled to vote will be Tuesday, 12 February 2019 as the record date is Friday, 15 February 2019.

Clarification on voting of dematerialised shares

Shareholders are reminded that in terms of the Broad-Based Black Economic Empowerment (B-BBEE)
transaction with Lebashe Investment Group Proprietary Limited and its subsidiaries (Lebashe) as described
in the circular dated 20 August 2018 and implemented as announced in the SENS announcements dated
19 September 2018, 1 October 2018 and 11 December 2018, Lebashe now holds 62,760,193 shares
(29.0%), including 40 (forty) million A Shares, which have full voting rights. The table below sets out the
voting rights of issued shares:

Total number of dematerialised ordinary shares            176,544,961
Total number of A Shares                                   40,000,000
Total number of votable shares*                           216,544,961
*Note that this includes treasury shares totaling less than 3% of the total shares in issue

Clarification on Ordinary Resolution number 3:

Formalised internal audit function

Ordinary resolution number 3 remains unchanged, but in line with EOHs commitment to improved
governance and risk management, shareholders are advised that EOH has formed an internal audit function,
which will be enabled through the appointment of PriceWaterhouseCoopers (PWC). The appointment of
PWC has been made to enhance internal governance in line with King Report on Corporate Governance for
South Africa (King IV) by separating the internal and external audit functions. EOH is confident that a well
managed internal audit process will add significant value to both customers and employers.
Clarification of Special Resolution number 3:

Special resolution number 3 stands as is, but the heading Annual fee in the Fee for the period 1 March
2019 to 28 February 2020 should read Total annual fee and is comparable to that column in the prior year.
The entire table is included, with improved descriptions, for ease of reference. A market survey has been
undertaken to align EOH board fees with appropriate, comparable companies.

                                                      Fee for the                              
                                                           period                             Fee for the period
                                                  1 March 2019 to                                1 March 2018 to
                                                 28 February 2020                               28 February 2019
                                               (R value excl VAT)                             (R value excl VAT)
                                                 Total Annual fee                               Total Annual fee
                                                        (Including                      Fee            (Including
                                                 retainer and four       Annual        paid     retainer and four
                                                     meeting fees)      Retainer        per         meeting fees)

 Chairperson                                               850 000                                         636 694
 Member                                                    300 000        50 000     62 500                165 541
 Audit Committee
 Chairperson                                               150 000                   50 000                 50 936
 Member                                                     75 000                   25 000                 25 468
 Social and Ethics Committee
 Chairperson                                               100 000                   50 000                 38 202
 Member                                                     50 000                   25 000                 19 100
 Nominations Committee
 Chairperson                                                60 000                   30 000                 38 202
 Member                                                     30 000                   15 000                 19 100
 Social and Ethics Committee
 Chairperson                                               100 000                   50 000                 38 202
 Member                                                     50 000                   25 000                 19 100
 Social and Ethics Committee
 Chairperson                                               100 000                   50 000                 31 835
 Member                                                     50 000                   25 000                 15 918
 Technology and Information Committee
 Chairperson                                               100 000                   50 000                 31 835
 Member                                                     50 000                   25 000                 15 918

Withdrawal of certain resolutions

Withdrawal of Ordinary resolutions and rationale:

While, procedurally, a withdrawal of a resolution takes place at the AGM, EOH wishes to inform shareholders
of its intention to withdraw the following ordinary resolutions. This is as a result of these resolutions now
being redundant.
1. Withdrawal of Ordinary resolution 5 in respect of general approval to issue ordinary shares for cash
   as the board and management believe that any issues for cash will be put to the shareholders to

2. Withdrawal of Ordinary resolution 6 in respect of approval to issue ordinary shares for cash for B-
   BBEE purposes due to the conclusion of EOHs B-BBEE transaction with Lebashe and there being
   no intention for any further such transactions.

Further information on EOHs Remuneration policy and implementation report

EOH has proposed Ordinary resolution 8, Endorsement of the Companys remuneration policy and
implementation report as a non-binding advisory vote in terms of the recommendations of the King IV. Good
progress has been made in terms of changing the remuneration policy. To ensure this policy is in line with
King IV, EOH needs to complete the base line of the businesses, as the CEO communicated at the year-end
presentation. This will be completed by the end of this financial year. Metrics for 2020 will include a return
on invested capital, or similar metric, in addition to the current cashflow generation and profit metrics in the
current bonus scheme. It should be noted that the executive committee members have additional
performance criteria as a measure on their share options, including share price growth and meeting debt
covenants in loan agreements. These will also be reviewed by the Remuneration Committee once the base
line of the business units has been set.

12 February 2019

Merchantec Capital

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