MMI HOLDINGS LIMITED - Results of Annual General Meeting (AGM)

Results of Annual General Meeting (AGM)

MMI HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 2000/031756/06
ISIN Code: ZAE000149902
JSE Share Code: MMI
NSX Share Code: MIM
(“MMI” or “Company”)

Results of Annual General Meeting (AGM)

MMI advises its shareholders that all the ordinary and special resolutions proposed
in the notice of the AGM dated 5 September 2017 and tabled at the Company’s AGM
held on Friday, 24 November 2017, were passed by the requisite majority of votes
cast by shareholders. The voting details with respect to the proposed resolutions
were as follows:

Resolutions proposed                   Number of       Percentage     Percentage   Percentage   Percentage
                                       shares voted    shares         For          Against      Abstained*
                                       (excluding      voted*
                                       abstentions)    (excluding
                                                       abstentions)
Ordinary Resolution 1: Election of     1 412 252 968     88.04%          100.00%       0.00%        0.02%
Prof. SC Jurisich
Ordinary Resolution 2.1: Re-election   1 412 256 098     88.04%          99.63%        0.37%        0.02%
of directors – Mrs F Jakoet
Ordinary Resolution 2.2: Re-election   1 412 152 930     88.03%          99.63%        0.37%        0.02%
of directors – Mr MJN Njeke
Ordinary Resolution 2.3: Re-election   1 412 256 098     88.04%          99.88%        0.12%        0.02%
of directors – Prof JD Krige
Ordinary Resolution 2.4: Re-election   1 412 255 968     88.03%          99.95%        0.05%        0.02%
of directors – Mr V Nkonyeni
Ordinary Resolution 3: Re-
appointment of
PricewaterhouseCoopers as external
Auditors, with Mr Andrew Graham
Taylor as the designated audit         1 412 257 408     88.04%          90.81%        9.19%        0.02%
partner
Ordinary Resolution 4.1: Appointment
of audit committee member – Mr FJC     1 412 256 098     88.04%          99.94%        0.06%        0.02%
Truter
Ordinary Resolution 4.2: Appointment
of audit committee member – Mr SA      1 412 256 098     88.04%          99.32%        0.68%        0.02%
Muller
Ordinary Resolution 4.3: Appointment
of audit committee member – Mrs F      1 412 256 098     88.04%          99.38%        0.62%        0.02%
Jakoet
Ordinary Resolution 4.4: Appointment
of audit committee member – Mr LL      1 412 256 098     88.04%          99.94%        0.06%        0.02%
von Zeuner
Ordinary Resolution 5: Passing of
non-binding advisory cote on MMI       1 412 244 328     88.04%          67.51%       32.49%        0.02%
remuneration policy
Ordinary Resolution 6:
Implementation of ordinary and         1 412 254 408     88.04%          100.00%       0.00%        0.02%
special resolutions
Special Resolution 1.1: Non-           1 412 244 198     88.04%          97.49%        2.51%        0.02%
executive directors’ fees
Special Resolution 1.2: Chairman and
Deputy Chairman fees from 1            1 412 244 328     88.04%          97.30%        2.70%        0.02%
September 2017–
Special Resolution 2 – Approval to
provide Financial Assistance in
terms of section 44 of the Companies                                     83.54%      16.46%        0.02%
Act                                    1 412 252 968      88.04%
Special Resolution 3 – Approval to
provide Financial Assistance in
terms of section 45 of the Companies   1 412 251 173      88.04%         99.75%       0.25%        0.02%
Act
Special Resolution 4 – General
authority to repurchase company        1 411 850 359      88.01%         97.28%       2.72%        0.04%
shares

* Based on 1,604,184,839 being the total number of MMI ordinary and preference shares with voting rights
in issue.


In view of the 67.51% vote by MMI shareholders in respect of Ordinary resolution 5,
MMI invites those shareholders who voted against the remuneration policy
(“dissenting shareholders”) to engage with the Company as follows:

   1. a telephone conference has been arranged for Monday, 4 December 2017
      from 09:00 – 10:00 (SA time);
   2. all dissenting shareholders should confirm their participation with
      the company secretary at e-mail: maliga.chetty@mmiholdings.co.za by no
      later than close of business on Thursday, 30 November 2017. Dial-in
      details for the telephone conference will then be provided; and
   3. dissenting shareholders are further invited to forward their written
      concerns/questions on the remuneration policy to the company secretary
      by close of business on Thursday, 30 November 2017.

By order of the Board

Centurion
27 November 2017

Sponsor:
Merrill Lynch South Africa (Pty) Limited

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