METAIR INVESTMENTS LIMITED - Results of annual general meeting

Results of annual general meeting

Metair Investments Limited
(Incorporated in the Republic of South Africa)
Registration number: 1948/031013/06
JSE share code: MTA
ISIN: ZAE000090692
(“Metair” or the “Company”)


RESULTS OF ANNUAL GENERAL MEETING

Metair shareholders (“Shareholders”) are advised that at the annual general meeting
(“AGM”) of Shareholders held on Thursday, 5 May 2016, all the ordinary and special
resolutions, as set out in the notice of AGM dated 16 March 2016, save for ordinary
resolution 9 (which was withdrawn prior to the commencement of the AGM) and ordinary
resolution 10(a), were approved by the requisite majority of Shareholders present or
represented by proxy.

The total number of Metair shares eligible to be voted at the AGM was 198 985 886. All
resolutions proposed at the AGM, together with the percentage of shares abstained, as well
as the percentage of votes carried for and against each resolution, are as follows:

Adoption of financial statements
Shares Voted           Abstained              For                 Against


150 109 787            8.377%                 100.00%             0.00%
(75.44%)


Ordinary resolution number 1: Re-election of Mr CT Loock as a director
Shares Voted           Abstained              For                 Against


166 775 809            0.002%                 100.00%             0.00%
(83.81%)


Ordinary resolution number 2: Re-election of Mr JG Best as a director
Shares Voted           Abstained              For                 Against


166 775 809            0.002%                 99.96%              0.04%
(83.81%)

Ordinary resolution number 3: Re-election of Mr DR Wilson as a director
Shares Voted          Abstained              For                   Against


166 775 809           0.002%                 99.96%                0.04%
(83.81%)


Ordinary resolution number 4: Re-election of Ms TN Mgoduso as a director
Shares Voted          Abstained              For                   Against


166 775 809           0.002%                 99.98%                0.02%
(83.81%)


Ordinary resolution number 5: Re-election of Ms PPJ Molefe as a director
Shares Voted          Abstained              For                   Against


166 775 809           0.002%                 100.00%               0.00%
(83.81%)


Ordinary resolution number 6: Ratification of the appointment of Mr SG Pretorious as a
director
Shares Voted          Abstained              For                   Against


166 775 809           0.002%                 99.98%                0.02%
(83.81%)


Ordinary resolution number 7: Re-appointment of independent auditors
Shares Voted          Abstained              For                   Against


166 775 809           0.002%                 99.65%                0.35%
(83.81%)

Ordinary resolution number 8: Re-election of Audit and Risk Committee members (the
“Committee”) members
Ordinary resolution number 8(a): Mr JG Best as chairman of the Committee
Shares Voted          Abstained              For                   Against


166 775 809           0.002%                 99.86%                0.14%
(83.81%)


Ordinary resolution number 8(b): Mr L Soanes as a member of the Committee
Shares Voted          Abstained              For                   Against


166 775 809           0.002%                 87.41%                12.59%
(83.81%)


Ordinary resolution number 8(c): Mr DR Wilson as a member of the Committee
Shares Voted          Abstained              For                   Against


166 775 809           0.002%                 99.86%                0.14%
(83.81%)


Ordinary resolution number 9: Placing of unissued shares under the control of the
directors

This resolution was withdrawn prior to the commencement of the AGM and accordingly was
not voted on.

Ordinary resolution number 10(a): Approval of past remuneration policy
Shares Voted          Abstained              For                   Against


147 093 364           9.893%                 39.15%                60.85%
(73.92%)
Ordinary resolution number 10(b): Approval of future remuneration policy
Shares Voted           Abstained              For                   Against


166 541 627            0.119%                 74.68%                25.32%
(83.70%)


As illustrated in ordinary resolution number 10(a) and ordinary resolution number 10(b)
above, there has been a substantial increase in shareholder support from the past
remuneration policy to the future remuneration policy of the Company. Metair continues to
engage with shareholders to ensure its remuneration policy is in line with shareholder
expectations.


Special resolution number 1: Approval of non-executive directors’ remuneration
Shares Voted           Abstained              For                   Against


166 775 809            0.002%                 100.00%               0.00%
(88.81%)


Special resolution number 2: Provision of financial assistance
Shares Voted           Abstained              For                   Against


166 775 809            0.002%                 100.00%               0.00%
(88.81%)


Special resolution number 3: General authority to repurchase the Company’s securities
Shares Voted           Abstained              For                   Against


166 775 809            0.002%                 100.00%               0.00%
(88.81%)

Notes
   -    Percentages of shares voted are calculated in relation to the total issued share
        capital of Metair eligible to vote.
   -    Percentage of shares for and against are calculated in relation to the total number of
        shares voted at the AGM.
   -    Abstentions are calculated as a percentage in relation to the total issued share
        capital of Metair eligible to vote.


Johannesburg
6 May 2016

Sponsor
One Capital

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