MAHUBE INFRASTRUCTURE LIMITED - Results of General Meeting

Results of General Meeting

Mahube Infrastructure Limited
(Incorporated in the Republic of South Africa)
(Registration number: 2015/115237/06)
ISIN: ZAE000290763
JSE code: MHB
(“Mahube” or the “Company”)

RESULTS OF GENERAL MEETING

1.   Introduction

Shareholders of Mahube are referred to the announcement published on SENS on 9 June 2022, wherein they were
advised that Mahube had embarked on certain initiatives to restructure and recapitalise its business and had
commenced the restructure of its investment and corporate management functions, inter alia, by investment in, and
capitalisation of, a fund manager in accordance with the requirements for a black private equity manager, to which
end it had, subject to Shareholder approval, entered into a subscription and shareholders agreement and a
corporate and investment management agreement with Encha Infrastructure Investment Proprietary Limited. The
Management Restructure Transactions were classified as a related party transaction in terms of the Listings
Requirements of the JSE Limited. Shareholders were also advised that the Board had resolved to seek Shareholder
approval for the revision of the investment policy of the Company to align the investment policy with the strategy
that it is pursuing. Shareholders are further referred to the announcement confirming the posting of the Circular to
Shareholders, dated 1 September 2022.

As contemplated in these announcements, the General Meeting was duly held at 10:00 on Thursday, 29
September 2022.

Capitalised words and phrases in this announcement shall, unless the context indicates otherwise, bear the same
meanings ascribed thereto in the Circular.

2.   Results of the General Meeting

Shareholders are hereby advised that the Ordinary Resolutions set out in the Notice of General Meeting were
proposed at the General Meeting.

The total number of Mahube ordinary shares in issue is 55 151 000 Shares.
In respect of ordinary resolution number 1, 54 820 456 Shares were entitled to vote, which number excludes the
Shares held by Related Parties and their associates.
In respect of ordinary resolutions number 2 and 3, 55 151 000 Shares were entitled to vote.
The total number of Shares voted at the General Meeting was 49 336 609, representing 89.99% of the Shares
which were entitled to vote on ordinary resolution 1 and 89.45% of Shares which were entitled to vote on ordinary
resolutions number 2 and 3.

 Details of the results of the voting at the General Meeting are as follows:

         Resolutions                              Shares voted             Votes     Votes For      Votes
                                                                         Abstained                 Against
                                                Number           %          %           % (3)        %3

         Ordinary Resolution number 1         49 336 609     89.99%1           -       0.04%       99.96%
         Approval of Management
         Restructure Transactions
         Ordinary Resolution number 2         49 336 609     89.45%2           -       79.59%      20.41%
         Approval of revision of
         Investment Policy
         Ordinary Resolution number 3         49 336 609     89.45%2           -       79.59%       20.41
         Authority granted to Directors or
         Company Secretary
         
         Notes:
         1.   As a percentage of the Shares entitled to vote on ordinary resolution number 1.
         2.   As a percentage of Shares entitled to vote on ordinary resolutions number 2 and 3.
         3.   As a percentage of Shares voted on each resolution.

 3.      Suspensive Condition to Management Restructure Transactions


 The implementation of the Subscription Agreement and the Management Agreement was subject to the
 Suspensive Condition that it shall be approved by a majority of Shareholders (other than the Related Parties and
 their associates), present at the General Meeting and entitled to vote.


 In light of the aforementioned voting results of the General Meeting, the Subscription and Shareholders
 Agreements and the Management Agreement, constituting the Management Restructure Transactions, will not
 become effective in accordance with its terms.

 4.      Revision of Investment Policy


 The revision of the Company’s Investment Policy, having been approved by Shareholders at the General Meeting,
 will become effective and be implemented.

Sandton
29 September 2022

JSE Sponsor to Mahube

Questco Corporate Advisory Proprietary Limited

Date: 29-09-2022 04:56:00
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