METROFILE HOLDINGS LIMITED - RESULTS OF ANNUAL GENERAL MEETING

RESULTS OF ANNUAL GENERAL MEETING

Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN Code: ZAE000061727
("Metrofile Holdings")

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the annual
general meeting (“AGM”) of Metrofile Holdings held today at
10h00 at Summer Place, 69 Melville Road, Hyde Park, 2196, Gauteng
were as follows:


Resolution     Number of     Percentage   For**    Against   Abstained
number and      shares       of shares              **          *
description      voted       in issue*
                                 %          %         %          %
                                 
Ordinary       304 295 452     71.25      99.71     0.29       0.15
resolution
number 1:
Re-election
of CN
Pongweni

Ordinary       304 331 125     71.26      98.40     1.60       0.15
resolution
number 2:
Re-election
of CS
Seabrooke

Ordinary       304 331 125     71.26      99.88     0.12       0.15
resolution
number 3:
Re-election
of GD
Wackrill

Ordinary       304 331 125     71.26      100.00     -         0.15
resolution
number 4:
Appointment
of PG Serima

Ordinary       304 437 625     71.28      99.99     0.01       0.12
resolution
number 5:
Re-
appointment
of external
auditors

Ordinary        304 437 625    71.28      97.05     2.95       0.12
resolution
number 6:
Election of
Audit,
Governance
and Risk
Committee
Members –
IN Matthews
(Chairman),
CS Seabrooke
and SV Zilwa

Ordinary        304 310 724    71.25      93.69     6.31       0.15
resolution
number 7:
Non-binding
advisory vote
on
Remuneration
Policy

Special         304 310 443    71.25      99.87     0.13       0.15
resolution
number 1:
Approval of
non-executive
directors’
fees

Ordinary        273 021 332    63.93      90.92     9.08       7.48
resolution
number 8:
General
authority for
directors to
allot and
issue
authorised
and unissued
ordinary
shares

Ordinary        126 077 860   29.52      80.23      19.77     7.48
resolution
number 9:
General
authority to
allot and
issue shares
for cash

Special         304 437 625   71.28      100.00      -         0.12
resolution
number 2:
Authority to
provide
financial
assistance to
any Group
Company

Special         304 437 625    71.28      99.92      0.08      0.12
resolution
number 3:
General
authority to
repurchase
shares

Ordinary        297 427 289    69.64       96.57      3.43      1.76
resolution
number 10:
Approval of
the Metrofile
Holdings
Limited
Conditional
Share Plan

Ordinary        304 441 125    71.28      100.00        -       0.12
resolution
number 11:
Authority to
sign all
documents
required


   *Based on 427 084 010 ordinary shares in issue at the date of the AGM.

   **In relation to the total number of shares voted at the AGM.

   Based on the above results, all resolutions were passed by the
   requisite majority of Metrofile Holdings shareholders present
   in person or represented by proxy at the AGM.

   Johannesburg

   14 December 2016

   Sponsor

   The Standard Bank of South Africa Limited

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