27 Sep - 3 min read

Results of general meeting

Results of general meeting

ZARCLEAR HOLDINGS LIMITED
(Incorporated in South Africa)
(Registration number 2000/013674/06)
Share code: ZCL ISIN: ZAE000262820
(“Zarclear” or “the Company”)


RESULTS OF GENERAL MEETING


Shareholders are referred to the previous announcements released on SENS (the last of which was released on 26 August
2021) and to the circular issued to shareholders dated 26 August 2021 (the “circular”) relating to the proposed delisting
of Zarclear from the Main Board of the JSE and A2X (the “delisting”) and offer by Zarclear to all of its shareholders to
voluntarily tender for repurchase all, or only a portion, of their existing shareholding in the Company at an offer price
of R4.60 per share, which offer will be made in compliance with the relevant provisions of the Companies Act 71 of
2008 (the “Companies Act”), the Takeover Regulations promulgated thereunder, the JSE Listings Requirements and
the A2X Listings Requirements (the “share repurchase offer”).

Shareholders are advised that at the general meeting held on Monday, 27 September 2021 (the “general meeting”), all
resolutions required to be passed by Zarclear shareholders in order to approve the share repurchase offer and delisting
were passed by the requisite majority of shareholders. A further announcement regarding the fulfilment and/or waiver
of the outstanding conditions precedent to the share repurchase offer and delisting will be released in due course.

Details of the results of voting at the general meeting are as follows:
-     total number of Zarclear shares in issue at the date of the general meeting and that could have been voted at the
      general meeting for special resolution 1 and ordinary resolution 2: 226 065 696;
-     total number of Zarclear shares that could have been voted at the general meeting for special resolution 2 and
      ordinary resolution 1: 51 799 480;
-     total number of Zarclear shares that were present/represented at the general meeting in respect of special
      resolution 1 and ordinary resolution 2: 221 706 860; and
-     total number of Zarclear shares that were present/represented at the general meeting in respect of special
      resolution 2 and ordinary resolution 1: 47 441 334.


 Special resolution 1: Approval of the abrogation of the existing MOI in its entirety and the adoption of the new
 MOI

 Shares voted*                    For                                 Against              Abstentions^
 221 706 860, being 98.07%        221 706 860, being 100.00%          -                    -

 Ordinary resolution 1: Authority to apply for the Company’s delisting on the JSE and A2X

 Shares voted#                    For                                 Against              Abstentions^
 47 441 334, being 91.59%         47 441 334, being 100.00%           -                    -

 Special resolution 2: Approval of the share repurchase offer in terms of sections 48(8), 114(1)(e) and 115 of the
 Companies Act

 Shares voted#                    For                                 Against              Abstentions^
 47 441 334, being 91.59%         47 441 334, being 100.00%           -                    -

 Ordinary resolution 2: Authority to give effect to resolutions

 Shares voted*                    For                                 Against              Abstentions^
 221 706 860, being 98.07%        221 706 860, being 100.00%          -                    -

* shares voted (excluding abstentions) in relation to the total shares in issue
# shares voted (excluding abstentions) in relation to total shares in issue (excluding shares held by the excluded
  shareholders)
^ in relation to total shares is issue

The independent board and Zarclear Board (to the extent that the information relates to Zarclear) collectively and
individually accept responsibility for the information contained in this announcement and certify that, to the best of their
knowledge and belief, the information contained in this announcement relating to Zarclear is true and this announcement
does not omit anything that is likely to affect the import of such information.

27 September 2021


Corporate advisor and sponsor
Java Capital

Date: 27-09-2021 03:08:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

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