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Results of annual general meeting, market update and reconstitution of Remuneration and Nomination Committee
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")
RESULTS OF ANNUAL GENERAL MEETING, MARKET UPDATE AND RECONSTITUTION OF REMUNERATION AND NOMINATION COMMITTEE
Shareholders are advised that at the annual general meeting ("AGM") of shareholders held on Wednesday,
27 November 2024 (in terms of the notice of AGM dispatched on Monday, 28 October 2024), the resolutions tabled
thereat were passed by the requisite majority of shareholders, other than:
- ordinary resolution numbers 6.1 and 6.2 in respect of EOH's remuneration policy and remuneration
implementation report which were voted against by more than 25% of the votes exercised at the AGM,
- ordinary resolution number 7 in respect of the general authority to issue shares for cash, and
- special resolution number 2 in respect of the general authority to acquire shares.
Shareholders are further advised that following Sipho Nigidi's decision not to stand for re-election at the AGM (as
announced on SENS on 26 November 2024), ordinary resolution number 3.1, which proposed the re-election of Sipho
Nigidi as an independent non-executive director of the Company, was withdrawn from consideration at the
commencement of the AGM.
Details of the results of voting at the AGM are as follows:
- total number of EOH ordinary shares in issue as at the date of the AGM: 638 083 421;
- total number of EOH ordinary shares that could have been voted at the AGM, excluding 7 734 123 treasury shares:
630 349 298;
- total number of EOH A shares in issue as at the date of the AGM: 40 000 000;
- total number of EOH ordinary shares that were present/represented at the AGM: 415 003 397, being 65.84% of the
total number of EOH ordinary shares that could have been voted at the AGM;
- total number of EOH A shares in issue as at the date of the AGM and that could have been voted at the AGM:
40 000 000 being 100% of the total number of EOH A shares that could have been voted at the AGM (excluded in
respect of ordinary resolutions 6.1, 6.2, 7, 8 and special resolution 2); and
- total number of EOH ordinary shares and EOH A shares that were present/represented at the AGM: 455 003 397,
being 67.88% of the total number of EOH ordinary shares and EOH A shares that could have been voted at the
AGM.
Ordinary resolution number 1.1: Ratification and appointment of executive director, Marius de la Rey
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 405 386 190, being 97.82% 9 019 147, being 2.18% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 445 386 190, being 98.02% 9 019 147, being 1.98% 598 060, being 0.09%
Ordinary resolution number 1.2: Ratification and appointment of executive director, Ashona Kooblall
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 397 087, being 99.99% 8 250, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 397 087, being 99.99% 8 250, being 0.01% 598 060, being 0.09%
Ordinary resolution number 2.1: Ratification and appointment of non-executive director, Rhys Summerton
Ordinary shares voted* For Against Abstentions^
414 396 404, being 64.94% 414 395 429, being 99.99% 975, being 0.01% 606 993, being 0.10%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 396 404, being 67.01% 454 395 429, being 99.99% 975, being 0.01% 606 993, being 0.09%
Ordinary resolution number 2.2: Ratification and appointment of non-executive director, Veronica Motloutsi
Ordinary shares voted* For Against Abstentions^
414 396 404, being 64.94% 405 377 982, being 97.82% 9 018 422, being 2.18% 606 993, being 0.10%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 396 404, being 67.01% 445 377 982, being 98.02% 9 018 422, being 1.98% 606 993, being 0.09%
Ordinary resolution number 2.3: Ratification and appointment of non-executive director, Dennis Venter
Ordinary shares voted* For Against Abstentions^
414 396 404, being 64.94% 414 388 429, being 99.99% 7 975, being 0.01% 606 993, being 0.10%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 396 404, being 67.01% 454 388 429, being 99.99% 7 975, being 0.01% 606 993, being 0.09%
Ordinary resolution number 3.1: Re-election of Sipho Ngidi as an independent non-executive director
Withdrawn
Ordinary resolution number 3.2: Re-election of Andrew Marshall as an independent non-executive director
Ordinary shares voted* For Against Abstentions^
405 386 232, being 63.53% 405 385 257, being 99.99% 975, being 0.01% 9 617 165, being 1.51%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
445 386 232, being 65.68% 445 385 257, being 99.99% 975, being 0.01% 9 617 165, being 1.42%
Ordinary resolution number 4.1: To appoint Rhys Summerton as member of the Audit and Risk Committee
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 404 362, being 99.99% 975, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 404 362, being 99.99% 975, being 0.01% 598 060, being 0.09%
Ordinary resolution number 4.2: To appoint Veronica Motloutsi as member of the Audit and Risk Committee
Ordinary shares voted* For Against Abstentions^
405 395 165, being 63.53% 405 385 915, being 99.99% 9 250, being 0.01% 9 608 232, being 1.51%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
445 395 165, being 65.68% 445 385 915, being 99.99% 9 250, being 0.01% 9 608 232, being 1.42%
Ordinary resolution number 4.3: To appoint Andrew Marshall as member of the Audit and Risk Committee
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 397 362, being 99.99% 7 975, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 397 362, being 99.99% 7 975, being 0.01% 598 060, being 0.09%
Ordinary resolution number 5: Appointment of Moore Johannesburg Inc as the independent external auditor of the
Company
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 404 087, being 99.99% 1 250, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 404 087, being 99.99% 1 250, being 0.01% 598 060, being 0.09%
Ordinary resolution number 6.1: Non-binding endorsement of the Company's remuneration policy#
Ordinary shares voted* For Against Abstentions^
413 553 120, being 64.81% 155 792 960, being 37.67% 257 760 160, being 62.33% 1 387 793, being 0.22%
Ordinary resolution number 6.2: Non-binding endorsement of the Company's remuneration implementation report#
Ordinary shares voted* For Against Abstentions^
413 553 120, being 64.81% 155 792 960, being 37.67% 257 760 160, being 62.33% 1 387 793, being 0.22%
Ordinary resolution number 7: General authority to issue shares for cash#
Ordinary shares voted* For Against Abstentions^
414 342 853, being 64.94% 153 089 875, being 36.95% 261 252 978, being 63.05% 598 060, being 0.09%
Ordinary resolution number 8: Amendment to the EOH 2022 Share Plan#
Ordinary shares voted* For Against Abstentions^
414 445 119, being 64.95% 414 329 215, being 99.97% 115 904, being 0.03% 495 794, being 0.08%
Ordinary resolution number 9: Signature of documents
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 398 287, being 99.99% 7 050, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 398 287, being 99.99% 7 050, being 0.01% 598 060, being 0.09%
Special resolution number 1.1: To approve the fees payable to Non-executive Directors for the period 1 February 2025
to 31 January 2026
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 400 620 914, being 96.67% 13 784 423, being 3.33% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 440 620 914, being 96.97% 13 784 423, being 3.03% 598 060, being 0.09%
Special resolution number 1.2: To approve the fee payable for meetings in addition to scheduled meetings set out in
Special resolution number 1.1
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 394 485, being 99.99% 10 852, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 394 485, being 99.99% 10 852, being 0.01% 598 060, being 0.09%
Special resolution number 2: General authority to acquire shares#
Ordinary shares voted* For Against Abstentions^
414 342 853, being 64.94% 172 371 336, being 41.60% 241 971 517, being 58.40% 598 060, being 0.09%
Special resolution number 3: Financial assistance in terms of section 44 of the Companies Act
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 398 012, being 99.99% 7 325, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 398 012, being 99.99% 7 325, being 0.01% 598 060, being 0.09%
Special resolution number 4: Financial assistance in terms of section 45 of the Companies Act
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 397 410, being 99.99% 7 927, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 397 410, being 99.99% 7 927, being 0.01% 598 060, being 0.09%
Special resolution number 5: Change of name of the Company
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 397 012, being 99.99% 8 325, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 397 012, being 99.99% 8 325, being 0.01% 598 060, being 0.09%
Special resolution number 5: Amendment to the Company's Memorandum of Incorporation
Ordinary shares voted* For Against Abstentions^
414 405 337, being 64.95% 414 397 012, being 99.99% 8 325, being 0.01% 598 060, being 0.09%
A shares voted* For Against Abstentions^
40 000 000, being 100% 40 000 000, being 100% - -
Total shares voted* For Against Abstentions^
454 405 337, being 67.01% 454 397 012, being 99.99% 8 325, being 0.01% 598 060, being 0.09%
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue
# unlisted EOH A shares not taken into account in respect of resolutions required in terms of the JSE Listings
Requirements
EOH extends an invitation to those shareholders who voted against the non-binding resolutions in respect of the
endorsement of the remuneration policy and the endorsement of the remuneration implementation report, and who have
not yet engaged with the Company on these matters. Shareholders are requested to address their concerns to the
Remuneration and Nomination Committee by emailing the company secretary at mpeo.nkuna@eoh.com. EOH will
consider all concerns and, where appropriate, contact shareholders to discuss their views and take steps to address
legitimate and reasonable concerns raised by shareholders.
CHANGE OF NAME OF THE COMPANY
Shareholders are referred to the announcement published on 28 October 2024 and are advised that, following shareholder
approval for the change of name of the Company to iOCO Limited, the resolution in respect of the change of name will
be lodged with the Companies and Intellectual Property Commission ("CIPC") and a finalisation announcement
regarding any change of salient dates will be published once CIPC registers the resolution.
MARKET UPDATE
The Company is pleased to report a strong start to the financial year, with the group being on track to achieve its set
targets and strategic goals.
Key Highlights:
- Enhanced profitability driven by significant cost-cutting initiatives, liquidity improvement and fit-for-purpose
restructuring.
- Gross profit margins improved, reflecting improved efficiency.
We remain confident in our ability to deliver sustainable growth and long-term value to shareholders. We will continue
to monitor market conditions and adjust our strategies accordingly, ensuring our group remains well-positioned for
success.
RECONSTITUTION OF REMUNERATION AND NOMINATION COMMITTEE
Shareholders are further advised that, following Sipho Nigidi's retirement, the board has resolved to appoint Andrew
Marshall, currently the lead independent non-executive director of the Company, as a member of the Remuneration and
Nomination Committee, with Dennis Venter (currently a member of the Remuneration and Nomination Committee),
being appointed as chairpman of the committee. Accordingly, the Remuneration and Nomination Committee now
comprises: Dennis Venter (chairman), Jabu Moleketi and Andrew Marshall.
A further announcement in respect of the reconstitution of the Social and Ethics Committee will be made in due course.
27 November 2024
Sponsor
Java Capital
Date: 27-11-2024 05:00:00
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