In a pivotal Annual General Meeting (AGM) held on 22 November 2023, EOH Holdings Limited, a leading company incorporated in the Republic of South Africa, witnessed the passage of several resolutions and the emergence of notable concerns among shareholders. The AGM, which convened under the registration number 1998/014669/06, saw shareholders engaging on critical decisions that shape the future of the company.
Attendance and Shareholder Participation
A total of 638,083,421 ordinary shares and 40,000,000 A shares were in play during the AGM. Of these, 268,486,772 ordinary shares (42.59% of total votable shares) and 40,000,000 A shares (100%) were present or represented. The engagement of shareholders, comprising 46.02% of the total number of EOH ordinary shares and EOH A shares that could have been voted, demonstrated a significant interest in the proceedings.
Resolutions and Voting Results
Ordinary Resolutions
Ordinary Resolution 1: Ratification of Executive Director and Interim CFO, Marialet Greeff
- Total Shares Voted: 304,474,349 (44.90% of total shares)
- For: 99.99%
- Against: 0.01%
- Abstentions: 0.59%
Ordinary Resolution 2.1: Re-election of Nosipho Molope as Independent Non-Executive Director
- Total Shares Voted: 304,474,349 (44.90% of total shares)
- For: 70.53%
- Against: 29.47%
- Abstentions: 0.59%
Ordinary Resolution 2.2: Re-election of Jesmane Boggenpoel as Independent Non-Executive Director
- Total Shares Voted: 304,474,349 (44.90% of total shares)
- For: 99.99%
- Against: 0.01%
- Abstentions: 0.59%
Ordinary Resolution 3.1: Appointment of Nosipho Molope as Chairman of the Audit and Risk Committee
- Total Shares Voted: 304,474,349 (44.90% of total shares)
- For: 70.53%
- Against: 29.47%
- Abstentions: 0.59%
Ordinary Resolution 3.2: Appointment of Jesmane Boggenpoel as Member of the Audit and Risk Committee
- Total Shares Voted: 304,474,349 (44.90% of total shares)
- For: 99.99%
- Against: 0.01%
- Abstentions: 0.59%
Ordinary Resolution 3.3: Appointment of Andrew Marshall as Member of the Audit and Risk Committee
- Total Shares Voted: 304,474,349 (44.90% of total shares)
- For: 99.99%
- Against: 0.01%
- Abstentions: 0.59%
Ordinary Resolution 4: Re-appointment of PricewaterhouseCoopers Inc as Independent External Auditors
- Total Shares Voted: 304,561,409 (44.92% of total shares)
- For: 99.99%
- Against: 0.01%
- Abstentions: 0.58%
Ordinary Resolution 5.1: Non-binding Endorsement of the Company’s Remuneration Policy
- Total Shares Voted: 304,498,925 (44.90% of total shares)
- For: 51.04%
- Against: 48.96%
- Abstentions: 0.62%
Ordinary Resolution 5.2: Non-binding Endorsement of the Company’s Remuneration Implementation Report
- Total Shares Voted: 304,498,925 (44.90% of total shares)
- For: 50.97%
- Against: 49.03%
- Abstentions: 0.62%
Ordinary Resolution 6: General Authority to Issue Shares for Cash
- Total Shares Voted: 304,498,925 (44.90% of total shares)
- For: 87.94%
- Against: 12.06%
- Abstentions: 0.62%
Ordinary Resolution 7: Signature of Documents
- Total Shares Voted: 304,475,274 (44.90% of total shares)
- For: 100%
- Against: 0%
- Abstentions: 0.59%
Special Resolutions
Special Resolution 1: Remuneration of Non-Executive Directors
- Total Shares Voted: 304,555,763 (44.91% of total shares)
- For: 44.36%
- Against: 55.64%
- Abstentions: 0.58%
Special Resolution 2: General Authority to Acquire Shares
- Total Shares Voted: 304,498,925 (44.90% of total shares)
- For: 65.95%
- Against: 34.05%
- Abstentions: 0.62%
Special Resolution 3: Financial Assistance in terms of Section 44 of the Companies Act
- Total Shares Voted: 304,555,763 (44.91% of total shares)
- For: 99.89%
- Against: 0.11%
- Abstentions: 0.58%
Special Resolution 4: Financial Assistance in terms of Section 45 of the Companies Act
- Total Shares Voted: 304,555,763 (44.91% of total shares)
- For: 99.89%
- Against: 0.11%
- Abstentions: 0.58%
Concerns on Remuneration Policies
The AGM revealed significant shareholder concerns, particularly surrounding ordinary resolutions 5.1 and 5.2, which addressed the non-binding endorsement of the company’s remuneration policy and implementation report. Both resolutions faced considerable opposition, with votes split nearly evenly.
Conclusion
The AGM of EOH Holdings Limited in 2023 marked a crucial moment in the company’s journey, with shareholders actively participating in decision-making processes. While resolutions on key appointments and reappointments were largely approved, concerns over remuneration policies highlight the importance of ongoing communication between the company and its shareholders. As EOH navigates these discussions, it reaffirms its commitment to transparency and responsiveness to the interests of its stakeholders.
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