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AFRICAN & OVERSEAS ENTERPRISES LIMITED - Results of annual general meeting

02 December 2019 - 16:00 PM
AON AOO AOVP
Results of annual general meeting

AFRICAN AND OVERSEAS ENTERPRISES LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1947/027461/06)
JSE share code: AOO       ISIN: ZAE000000485
JSE share code: AON       ISIN: ZAE000009718
JSE share code: AOVP      ISIN: ZAE000000493
(AOE or the company)


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Friday, 29 November 2019
(in terms of the notice dispatched on 31 October 2019) all the resolutions tabled thereat were passed (by way of
a poll) by the requisite majority of AOE shareholders.

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

-   total number of AOE ordinary and N ordinary shares (collectively, the shares) that could have been
    voted at the annual general meeting: 11,450,801 shares (being the aggregate amount of 1,250,000 ordinary
    shares and 10,200,801 N ordinary shares;

-   total number of shares that were present/represented at the annual general meeting: 10,284,553 shares
    (being in aggregate 89.82% of the total number of shares that could have been voted at the annual general
    meeting and constituting 91.90% of the aggregate voting rights that could have been exercised at the annual
    general meeting);

-   total number of ordinary shares that were present/represented at the annual general meeting:
    1,149,986 ordinary shares (being 92.00% of the total number of ordinary shares that could have been voted
    at the annual general meeting) with each ordinary share entitling the holder thereof to 200 votes; and

-   total number of N ordinary shares that were present at the annual general meeting: 9,134,567 N
    ordinary shares (being 89.55% of the total number of N ordinary shares that could have been voted at the
    annual general meeting) with each N ordinary share entitling the holder thereof to 1 vote.

Ordinary resolution 1: Approval of annual financial statements

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            - 
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 2.1: Re-election of MA Golding as a director of the company

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 2.2: Re-election of PM Naylor as a director of the company

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 2.3: Re-election of HB Roberts as a director of the company

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 3.1: Election of PM Naylor as a member of the audit committee

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted
Ordinary resolution 3.2: Election of HB Roberts as a member of the audit committee

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 3.3: Election of LK Sebatane as a member of the audit committee

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 4: Re-appointment of auditors

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 5: General authority to issue equity shares for cash

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 6: Control over unissued shares

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 7: Signature of documents

Actual shares voted         Votes For                  Votes Against                Abstentions
10,284,553, being           239,131,767, being 100%    -                            -
89.82% of the total         (229,997,200 votes being
number of shares that       cast in respect of the
could have been voted at    ordinary shares and
the annual general          9,134,567 votes being
meeting, with 1,149,986     cast in respect of the N
ordinary shares being       ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 8: Non-binding advisory vote on remuneration policy

Actual shares voted        Votes For                  Votes Against                 Abstentions
10,284,553, being          239,131,767, being 100%    -                             - 
89.82% of the total        (229,997,200 votes being
number of shares that      cast in respect of the
could have been voted at   ordinary shares and
the annual general         9,134,567 votes being
meeting, with 1,149,986    cast in respect of the N
ordinary shares being      ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Ordinary resolution 9: Non-binding advisory vote on remuneration implementation report

Actual shares voted        Votes For                  Votes Against                 Abstentions
10,284,553, being          239,131,767, being 100%    -                             -
89.82% of the total        (229,997,200 votes being
number of shares that      cast in respect of the
could have been voted at   ordinary shares and
the annual general         9,134,567 votes being
meeting, with 1,149,986    cast in respect of the N
ordinary shares being      ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Special resolution 1: Financial assistance

Actual shares voted        Votes For                  Votes Against                 Abstentions
10,284,553, being          239,131,767, being 100%    -                             -
89.82% of the total        (229,997,200 votes being
number of shares that      cast in respect of the
could have been voted at   ordinary shares and
the annual general         9,134,567 votes being
meeting, with 1,149,986    cast in respect of the N
ordinary shares being      ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Special resolution 2: General authority to acquire shares

Actual shares voted        Votes For                 Votes Against                  Abstentions
10,284,553, being          239,131,767, being 100%   -                              -
89.82% of the total        (229,997,200 votes being
number of shares that      cast in respect of the
could have been voted at   ordinary shares and
the annual general         9,134,567 votes being
meeting, with 1,149,986    cast in respect of the N
ordinary shares being      ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Special resolution 3: Allotment and issue of shares to directors and prescribed officers

Actual shares voted        Votes For                  Votes Against                 Abstentions
10,284,553, being          239,131,767, being 100%    -                             - 
89.82% of the total        (229,997,200 votes being
number of shares that      cast in respect of the
could have been voted at   ordinary shares and
the annual general         9,134,567 votes being
meeting, with 1,149,986    cast in respect of the N
ordinary shares being      ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Special resolution 4.1: Amendments to the Memorandum of Incorporation  Approval by shareholders of
distributions

Actual shares voted        Votes For                  Votes Against                 Abstentions
10,284,553, being          239,131,767, being 100%    -                             -
89.82% of the total        (229,997,200 votes being
number of shares that      cast in respect of the
could have been voted at   ordinary shares and
the annual general         9,134,567 votes being
meeting, with 1,149,986    cast in respect of the N
ordinary shares being      ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Special resolution 4.2: Amendments to the Memorandum of Incorporation  Directors power to affect
borrowing

Actual shares voted        Votes For                  Votes Against                 Abstentions
10,284,553, being          239,131,767, being 100%    -                             -
89.82% of the total        (229,997,200 votes being
number of shares that      cast in respect of the
could have been voted at   ordinary shares and
the annual general         9,134,567 votes being
meeting, with 1,149,986    cast in respect of the N
ordinary shares being      ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

Special resolution 4.3: Amendments to the Memorandum of Incorporation  Voting powers of board committee
members

Actual shares voted        Votes For                  Votes Against                 Abstentions
10,284,553, being          239,131,767, being 100%    -                             -
89.82% of the total        (229,997,200 votes being
number of shares that      cast in respect of the
could have been voted at   ordinary shares and
the annual general         9,134,567 votes being
meeting, with 1,149,986    cast in respect of the N
ordinary shares being      ordinary shares)
voted and 9,134,567 N
ordinary shares being
voted

2 December 2019


Sponsor
Java Capital

Date: 02-12-2019 05:00:00
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