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) Date: 02/06/2016 03:50:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 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