BOWLER METCALF LIMITED - Results of Annual General Meeting ("AGM")

Results of Annual General Meeting ("AGM")

BOWLER METCALF LIMITED
(Registration number 1972/005921/06)
Share code: BCF       ISIN number: ZAE000030797
(“the Company”)

RESULTS OF ANNUAL GENERAL MEETING (“AGM”)

The Board of Directors is pleased to announce the results of the Company’s AGM held yesterday, Monday, 7
November 2022, where all the resolutions proposed at the AGM were passed by the requisite number of
shareholders.

The following information is provided:

Total number of issued ordinary shares:                                                          76 132 087
Number of ordinary shares represented at the meeting:                                            53 187 237
Number of ordinary shares eligible to vote (excluding 6 895 647 treasury shares):                46 291 590
Percentage of total ordinary shares represented at the meeting:                                      66.86%

The resolutions proposed at the AGM, together with the percentage of votes carried for and against each
resolution, are set out below:


                                                                                   Abstain      Total number
                                                      For         Against         (% of total   of votes cast
                                                  (% of total    (% of total    issued share     (excluding
Resolution                                        votes cast)    votes cast)       capital)     abstentions)
Ordinary resolution No 1:
Approval of annual financial statements           46 285 020       6 420             150         46 291 440
                                                    99.99%         0.01%            0.00%
Ordinary resolution No 2:
Endorsement of remuneration policy                34 277 188     11 996 332        18 070        46 273 520
                                                    74.08%         25.92%           0.04%
Ordinary resolution No 3:
Endorsement of the implementation report of       34 278 188     11 996 332        17 070        46 274 520
the remuneration policy                             74.08%         25.92%           0.04%
Ordinary resolution No 4:
Appointment director - of Ms Deborah van          46 285 020       6 420            150          46 291 440
Duyn                                                99.99%         0.01%           0.00%
Ordinary resolution No 5:
Re-Election of director – Mr Michael Brain        45 431 996      859 444           150          46 291 440
                                                    98.14%         1.86%           0.00%
Ordinary resolution No 6:
Re-Election of director – Ms Sarah Sonnenberg     45 520 183      771 257           150          46 291 440
                                                    98.33%         1.67%           0.00%
Ordinary resolution No 7:
Director’s authority to negotiate and sign        46 285 020       6 420            150          46 291 440
                                                    99.99%         0.01%           0.00%
Ordinary resolution No 8:
Reappointment of auditors                         34 376 875     11 908 145        6 570         46 285 020
                                                    74.27%         25.73%          0.01%
Ordinary resolution No 9.1:
Re-Election of Audit and Risk Committee           44 671 377     1 613 643         6 570         46 285 020
member – Mr Craig MacGillivray                      96.51%         3.49%           0.01%

Ordinary resolution No 9.2:
Appointment to Audit and Risk Committee           45 520 183      771 257          150           46 291 440
member – Ms Deborah van Duyn                        98.33%         1.67%          0.00%
Ordinary resolution No 9.3:
Re-Election of Audit and Risk Committee           44 747 892    1 543 548          150           46 291 440
member – Ms Sarah Sonnenberg                        96.67%        3.33%           0.00%

Special resolution No 1:
General authority to repurchase shares            45 516 183     768 837          6 570          46 285 020
                                                    98.34%        1.66%           0.01%
Special resolution No 2:
Provision of financial assistance                 46 284 520      6 920            150           46 291 440
                                                    99.99%        0.01%           0.00%
Special resolution No 3:
Non-executive directors’ fees                     46 274 520     16 920            150           46 291 440
                                                    99.96%        0.04%           0.00%

The Company has already engaged with the two large institutions, namely Camissa Asset Management
(15.72%) and Aylett and Co (13.95%), and are busy making some changes to the Remuneration Policy.
Constructive engagements will be ongoing.

Cape Town
8 November 2022

Sponsor
AcaciaCap Proprietary Limited

Date: 08-11-2022 11:45:00
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