Wrap Text
Changes to the board of directors, composition of board committees and withdrawal of cautionary announcement
EOH HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1998/014669/06)
JSE share code: EOH ISIN: ZAE000071072
("EOH" or the "Company")
CHANGES TO THE BOARD OF DIRECTORS, COMPOSITION OF BOARD COMMITTEES AND WITHDRAWAL OF CAUTIONARY ANNOUNCEMENT
Shareholders are referred to the cautionary announcement published on 10 May 2024 and are hereby advised
that the EOH Board has evaluated the proposal received from shareholders requesting changes to the Board
and, having consulted with its advisors regarding the impact of the proposed changes has concluded on the
following changes, effective as of 30 May 2024:
- Andrew Mthembu has resigned as a director of the Company and its subsidiaries, as well as from his
position as executive chairman and interim CEO;
- Fatima Newman has stepped down as an executive director but will remain in her capacity as the
chief executive of EasyHQ; and
- Bharti Harie has resigned as independent non-executive director.
The proposal included the nomination of candidates for appointment to the EOH Board. The Board has
considered the proposed appointment of the candidates in accordance with the Company's policy in this
regard, and the processes for the nomination and appointment of directors and hereby advises that with effect
from 30 May 2024, the following directors have been appointed to the Board:
- Marius de la Rey is appointed as interim CEO;
- Veronica Motloutsi is appointed as independent non-executive director;
- Dennis Venter is appointed as non-independent non-executive director; and
- Rhys Summerton is appointed as non-independent non-executive director.
Brief CVs of each of the appointed directors are set out below:
Marius de la Rey CA(SA) Hdip Tax
Marius is currently the chief executive officer of EOH's largest segment, iOCO South Africa. Marius has
played an integral role in the restructuring of EOH and has been on the EOH executive committee since
2019. Prior to joining EOH in 2019, Marius spent five years at Absa as chief executive officer of Distribution
Coverage and Customer Channels and a further five years prior to that at Standard Bank as head of Group
Real Estate and head of Channel Development.
Veronica Motloutsi MBA, M Tech (BIS), B Tech (IT), PDBA
Veronica is the founder and CEO of SmartDigital Solutions (Pty) Ltd, a company specializing in digital
transformation. She is an accomplished leader in the ICT sector with over 25 years of experience, operating
both in South Africa and across the broader African continent. Veronica has deep industry knowledge
combined with her strategic and operational expertise, particularly in driving ICT innovation and governance
excellence. Her extensive expertise includes governance and regulatory frameworks.
Veronica currently serves as a non-executive director at SENTECH SOC Limited and as the deputy
chairperson of the .za Domain Name Authority ("ZADNA") and VulaTel. Throughout her distinguished
career, Veronica has held significant roles such as Executive Head of Commercial Operations for
International Markets (African operations) at Vodacom, Group Manager for IT Strategy and Enterprise
Architecture at Sun International, and Lead Architect for Account Origination and Maintenance at Nedbank.
Dennis Venter CA(SA)
Dennis started his career at PricewaterhouseCoopers before embarking on an entrepreneurial journey which
led to him founding Quarry Cats (Pty) Ltd in 1997, a company involved in the supply of construction
materials and crushing services to the construction and mining industries and the production of commercial
aggregates; which was eventually sold to Group Five Limited in 2007. Thereafter, Dennis established Atoll
as a premier entity for offshore mining operations, overseeing its expansion into lucrative markets, including
the United States and Netherlands. He currently oversees a diversified investment portfolio.
Rhys Summerton
Since 2014 Rhys has held the position of founder and investor at Milkwood Capital, a long-term, value
oriented, global investment company, based in Windsor, United Kingdom. During this time, Rhys has
successfully promoted the value realization of a number of investments through efficient capital allocation
and decision-making, by taking stakes in out-of-favour companies and influencing their path to recovery.
From 2009 to 2013, Rhys held the position of Managing Director and Global Head of Emerging Market
Equity Research at Citigroup, managing the number one ranked research franchise. Prior to that, Rhys was
a telecoms and media analyst at Citigroup and Cazenove.
Rhys is currently on the board of Nasdaq-listed Nexxen International and other unlisted investment
companies.
Following the above-mentioned resignations and appointments, the EOH Board is constituted as follows:
Jabu Moleketi – non-independent non-executive director and chairman of the Board
Marius de la Rey – interim CEO
Marialet Greeff – CFO
Andrew Marshall – lead independent non-executive director
Nosipho Molope – independent non-executive director
Sipho Ngidi – independent non-executive director
Veronica Motloutsi – independent non-executive director
Dennis Venter – non-independent non-executive director
Rhys Summerton – non-independent non-executive director
Effective 30 May 2024, the composition of the Board committees are reconstituted as follows:
Audit and Risk Committee
Nosipho Molope (chairperson)
Andrew Marshall
Veronica Motloutsi
Rhys Summerton
Nominations and Remuneration Committee
Sipho Ngidi (chairperson)
Jabu Moleketi
Dennis Venter
Social & Ethics Committee
Veronica Motloutsi (chairperson)
Nosipho Molope
Sipho Ngidi
Jabu Moleketi
The Board would like to thank the outgoing non-executive directors for their dedication and commitment
during their respective tenures on the Board, and for making themselves available, often on short notice, to
attend the numerous board and committee meetings to tackle challenging circumstances and for making
tough but necessary decisions.
"The Board thanks Andrew Mthembu who not only provided strong leadership as the chairman of the board
during his tenure, but also stepped in when called to as the executive chairman and interim CEO," said Jabu
Moleketi, the new chairman of the Board.
Having successfully delivered on her mandate to re-develop and upgrade EOH's governance and risk
framework to industry leading standards during her 5-year tenure as executive director, the Board thanks
Fatima for her invaluable contribution and continued commitment as she focuses on the growth and
development of the EasyHQ business as its chief executive.
Commenting on the changes to the Board, incoming interim CEO Marius de la Rey said, "I am excited to be
leading EOH through the next part of our journey as our dedicated teams focus on delivering industry leading
technologies for our customers. I look forward to working alongside the existing and new board members."
Shareholders are advised that following the above-mentioned changes to the Board, the Company hereby
withdraws the cautionary announcement. Accordingly, caution is no longer required to be exercised by
shareholders when dealing in the Company's securities.
31 May 2024
Sponsor
Java Capital
Date: 31-05-2024 12:21:00
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