MINE RESTORATION INVESTMENTS LIMITED - Demand to Call a Shareholders Meeting

Demand to Call a Shareholders Meeting

MINE RESTORATION INVESTMENTS LIMITED
Incorporated in the Republic of South Africa
(Registration No. 1987/004821/06)
Share code: MRI
ISIN: ZAE000164562
(“MRI” or “the Company”)


DEMAND TO CALL A SHAREHOLDERS MEETING


Shareholders are advised that on 16 September 2020, the board of directors of MRI (the “Board”)
received a letter withdrawing the demand for a shareholders meeting in terms of section 61(3) of the
Companies Act, No 71 of 2008 (“the Companies Act”), that was originally received from Growth
Equities Proprietary Limited (“Growth Equities”) on 21 August 2020.

Shareholders are further advised that immediately after receiving the withdrawal notice, the Board
received a new demand in terms of section 61(3) of the Companies Act, from Growth Equities to call
a general meeting of shareholders (“New Demand”) (“General Meeting”). Growth Equities is a
shareholder with a 17.38% interest in the voting rights of the Company.

The purpose of the General Meeting is to appoint Quinton George and Richard Tait as directors of the
Company, and to terminate the appointments of the following directors from the Board:
    - Michael Miller, an executive director and chief executive officer;
    - Alistair Collins, a non-executive director;
    - Ulrich Bester, an executive director and financial director;
    - Mahlatsi Movundlela, the independent non-executive chairman; and
    - Thato Makgolane, an independent non-executive director.

The stated aim of the requested changes to the Board is to prevent the Langpan transaction and the
rights issue from being put to the shareholders for their consideration both in the normal course.

Shareholders attention is drawn to the fact that:
     - Quinton George and Richard Tait were removed as directors of the Company on 24 July 2020
       pursuant to section 71(3) of the Companies Act due to their involvement in activities
       subsequently found to be reportable irregularities by the Company’s auditors;
     - Quinton George was fined R4 million on 29 May 2020 following a guilty finding by the Financial
       Services Conduct Authority in that he contravened the provisions of section 75(1) of the
       Securities Services Act, 36 of 2004 in that he used manipulative, improper, false or deceptive
       trading practices to create a deceptive appearance of the trading activity or an artificial price
       in respect of the ConvergeNet Holdings Limited and Sallies Limited’s securities.

In light of the recent reportable irregularity, acquisition of Langpan Mining Co (Pty) Ltd transaction
and business rescue announcements, the Board is of the view that the New Demand is frivolous and
vexatious and is currently obtaining legal advice on the matter.

Shareholders will be advised on the outcome and import of the legal advice to be obtained in respect
of the New Demand in due course.


Johannesburg
18 September 2020

Designated Adviser
Merchantec Capital

Date: 18-09-2020 01:38:00
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