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Report on proceedings at the annual general meeting
Mpact Limited
(Incorporated in the Republic of South Africa)
(Registration number 2004/025229/06)
JSE share code: MPT ISIN: ZAE000156501
(“Mpact” or “the Company”)
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the 2016 annual general meeting (“AGM”) of the shareholders of Mpact held today, 2 June 2016 all the
ordinary and special resolutions proposed at the meeting were approved by the requisite majority of
votes. In this regard, Mpact confirms the voting statistics from the AGM as follows:
Votes carried disclosed Shares
as a percentage in Shares voted abstained
relation to the total disclosed as disclosed as
number of shares voted at Number of a percentage a percentage
the meeting shares voted in relation in relation
to the total to the total
issued share issued share
capital capital
For Against
Ordinary Resolution Number 1 - 100% 0.00% 124 645 634 74.35% 0.24%
Acceptance of annual financial
statements
Ordinary Resolution Number 2 – 99.09% 0.91% 124 645 634 74.35% 3.09%
Re-election and appointment of
director – Mr TDA Ross
Ordinary Resolution Number 3 – 97.81% 2.19% 124 645 634 74.35% 3.09%
Re-election and appointment of
director – Ms NB Langa-Royds
Ordinary Resolution Number 4 – 99.91% 0.09% 124 645 634 74.35% 0.00%
Appointment of Auditors
Ordinary Resolution Number 5 - 99.57% 0.43% 124 645 634 74.35% 3.09%
Election of independent Audit and
Risk Committee – Mr TDA Ross
Ordinary Resolution Number 6 – 100% 0.00% 124 645 634 74.35% 3.09%
Election of independent Audit and
Risk Committee – Ms NP Dongwana
Ordinary Resolution Number 7 - 99.61% 0.39% 124 645 634 74.35% 3.09%
Election of independent Audit and
Risk Committee – Mr AM Thompson
Ordinary Resolution Number 8 – 91.59% 8.41% 124 645 634 74.35% 8.34%
Approval of Mpact’s Remuneration
Policy
Special resolution number 1 – 99.18% 0.82% 124 645 634 74.35% 0.03%
General authority to repurchase
shares in terms of JSE Listings
Requirements
Special resolution number 2 – 100% 0.00% 124 645 634 74.35% 0.00%
Approval of non-executive
directors fees
Special Resolution Number 3 – 99.68% 0.32% 124 645 634 74.35% 0.00%
Authority to provide financial
assistance in terms of Section 44
and 45 of Companies Act
4 – Special Resolution 4 –
Authority to change the MOI as
per Resolution 4(a) to 4(p)
Special Resolution Number 4(a)- 100% 0.00% 124 645 634 74.35% 0.39%
Approval to replace all
references to the Securities
Services Act with the Financial
Market Acts.
Special Resolution 4(b) – 100% 0.00% 124 645 634 74.35% 3.09%
Approval to provide flexibility
to the extent that the Listings
Requirements are amended and the
provisions of the MOI no longer
accord with the Listings
Requirements.
Special Resolution 4(c)- Approval 100% 0.00& 124 645 634 74.35% 3.09%
to ensure that to the extent that
Mpact ceases to be listed on the
JSE or the JSE grants Mpact an
exemption from compliance with
any provision of the Listings
Requirements, Mpact will not be
obliged in terms of its MOI to
comply in such instance.
Special Resolution 4(d)- Approval 100% 0.00% 124 645 634 74.35% 3.09%
to ensure that the MOI refers to
paragraph 3.19 of the Listings
Requirements pursuant to
amendments to the Listings
Requirements which brought about
changes to the numbering of
paragraph 3 of the Listings
Requirements.
Special Resolution 4(e)- Approval 99.71% 0.29% 124 645 634 74.35% 3.09%
to clarify that shareholder
approval will be required for an
issuance of securities by Mpact
to the extent that shareholder
approval is required in terms of
the Companies Act or the Listings
Requirements.
Special Resolution 4(f)- Approval 100% 0.00% 124 645 634 74.35% 3.09%
to take into account the
numbering change as a result of
the deletion of clause 7.3 of the
MOI (see Special Resolution 4(g)
below).
Special Resolution 4(g) – 100% 0.00% 124 645 634 74.35% 3.09%
Approval to remove an erroneous
reference to the Companies Act.
Special Resolution 4(h) – 99.71% 0.29% 124 645 634 74.35% 3.09%
Approval to clarify the instances
where shares may not be issued on
a pro rata basis and to make the
time periods for a pre-emptive
offer consistent with the
Listings Requirements.
Special Resolution 4(i) – 99.71% 0.29% 124 645 634 74.35% 3.09%
Approval to align the MOI with
the changes to clause 8.1 as per
Special Resolution 4(h) above),
including as to timing of a pre-
emptive offer.
Special Resolution 4(j)- Approval 99.71% 0.29% 124 645 634 74.35% 3.09%
to remove unnecessary wording and
to align this with the changes to
Special Resolution 4(h) above.
Special Resolution 4(k)- Approval 100% 0.00% 124 645 634 74.35% 3.09%
to bring the MOI in line with
recent amendments made by the JSE
to the Listings Requirements with
regard to the treatment of
fractional entitlements.
Special Resolution 4(l)- Approval 99.71% 0.29% 124 645 634 74.35% 3.09%
to bring the requirement for
authorisation of a capitalisation
issue in line with the Companies
Act and the Listings
Requirements.
Special Resolution 4(m)- Approval 100% 0.00% 124 645 634 74.35% 3.09%
to ensure that directors of Mpact
are authorised to issue debt
securities, in line with the
provisions of the Companies Act,
but subject to the restrictions
envisaged in the Listings
Requirements.
Special Resolution 4(n)- Approval 100% 0.00% 124 645 634 74.35% 3.09%
to clarify that distribution
rights will be dealt with in
relation to classes of Shares.
Special Resolution 4(o)- Approval 100% 0.00% 124 645 634 74.35% 3.09%
proposed as a consequence of the
amendment contemplated in Special
Resolution 4(n).
Special Resolution 4(p)- Approval 100% 0.00% 124 645 634 74.35% 3.09%
proposed to ensure that the MOI
is consistent with section 75 of
the Companies Act, insofar as
same pertains to a quorum for
directors' meetings and to ensure
that, notwithstanding that there
may be a majority of directors
which are conflicted on a
particular matter (and who
subsequently recuse themselves
from the meeting), a quorum can
be established to vote upon that
matter.
The special resolution/s will, where necessary, be lodged for registration with the Companies and
Intellectual Property Commission in due course.
Sandton
2 June 2016
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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