JSE LIMITED - Report on proceedings at the annual general meeting and change to director responsibilities

Report on proceedings at the annual general meeting and change to director responsibilities

JSE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/022939/06)
Share code: JSE
ISIN: ZAE000079711
LEI: 213800MZ1VUQEBWRFO39
("JSE" or "the Company")

REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGE TO DIRECTOR RESPONSIBILITIES

Report on proceedings at the annual general meeting

At the 18th annual general meeting ("AGM") of the shareholders of the JSE held on Tuesday, 9 May 2023 all the ordinary and special resolutions proposed at the AGM
were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows:

                                                                   Votes disclosed as a percentage in      Number of          Shares voted         Shares
                                                                    relation to the total number of       shares voted       disclosed as a       abstained
                                                                       shares voted at the AGM                                percentage in     disclosed as a
                                                                                                                             relation to the    percentage in
Resolutions                                                                                                                    total issued      relation to
                                                                                                                              share capital*      the total
                                                                        For              Against                                                issued share
                                                                                                                                                   capital*
                                                                                                                                                    
Ordinary resolutions
1      To elect Ms Fawzia Suliman as a director                       99,99%               0,01%          68 458 358           78,80%                0,33%
2.1    To re-elect Ms Siobhan Cleary as a director                      100%               0,00%          68 458 358           78,80%                0,33%
2.2    To re-elect Dr Leila Fourie as a director                        100%               0,00%          68 456 358           78,80%                0,34%
3      To re-appoint Ernst & Young Inc as the independent             99,85%               0,15%          68 456 358           78,80%                0,34%
       auditors of the Company for the ensuing year and Mr
       Kuben Moodley as the designated auditor for the ensuing
       year
4.1    To re-appoint Dr Suresh Kana to serve as a member and          95,05%               4,95%          68 456 258           78,80%                0,34%
       chairman of the Group Audit Committee
4.2    To re-appoint Ms Faith Khanyile to serve as a member           99,95%               0,05%          68 458 258           78,80%                0,33%
       of the Group Audit Committee
4.3    To re-appoint Ms Zarina Bassa to serve as a member of          97,93%               2,07%          68 456 257           78,80%                0,34%
       the Group Audit Committee
5      Authorisation for a director or Group Company                  99,99%               0,01%          68 459 915           78,80%                0,33%
       Secretary of the Company to implement resolutions
6      Non-binding advisory vote on the remuneration policy           90,60%               9,40%          68 364 817           78,69%                0,44%
       of the Company
7      Non-binding advisory vote on the implementation                90,87%               9,13%          68 364 820           78,69%                0,44%
       report as set out in the remuneration report of the            
       Company
Special resolutions
8      Special Resolution 1: General authority to repurchase          96,28%               3,72%          68 422 716           78,76%                0,37%
       shares
9      Special Resolution 2: General authority to provide             98,72%               1,28%          68 439 736           78,78%                0,35%
       financial assistance to subsidiaries in terms of sections
       44 and 45 of the Companies Act
10     Special Resolution 3: Non-executive directors’                 91,19%               8,81%          68 349 432           78,67%                0,46%
       emoluments for 2023

* Total issued share capital is 86 877 600 shares

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.

Changes to directors’ responsibilities

Shareholders are advised, in accordance with the provisions of paragraph 3.59 of the JSE Listings Requirements, that the following changes to directors’ responsibilities
took effect at the AGM:

    -   Dr M. Matooane retired as an independent non-executive director, in accordance with the JSE’s policy on non-executive director tenure, having served a
        10-year term.
    -   Ms F Suliman was elected to the Board as an executive director, having been appointed as Group Chief Financial Officer on 9 January 2023.

Sandton
10 May 2023

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

Date: 10-05-2023 04:38:00
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