BOWLER METCALF LIMITED - Results of Annual General Meeting ("AGM")

Results of Annual General Meeting ("AGM")

Bowler Metcalf Limited                               
(Registration number 1972/005921/06)
Share code: BCF      ISIN number: ZAE000030797
(“the Company”)

RESULTS OF ANNUAL GENERAL MEETING (“AGM”)


The board of directors is pleased to announce the results of the Company’s AGM held today,
Tuesday, 3 November 2020, where all the resolutions proposed at the AGM were passed by the
requisite number of shareholders.

The following information is provided:

Total number of issued ordinary shares:                                                     78 326 023
Number of ordinary shares represented at the meeting:                                       63 748 706
Number of ordinary shares eligible to vote (excluding 6 251 524 treasury shares):           57 497 182
Percentage of total ordinary shares represented at the meeting:                                  79.77%

The resolutions proposed at the AGM, together with the percentage of votes carried for and
against each resolution, are set out below:

                                                                                                     Total
                                                                                   Abstain       number of
                                                      For          Against     (% of total      votes cast
                                              (% of total      (% of total    issued share      (excluding
Resolution                                     votes cast)      votes cast)        capital)    abstentions)
Ordinary resolution No 1:
Approval of annual financial statements       57 544 864           -               10 068         57 544 864
                                               100.00%            0.0%            0.01%
Ordinary resolution No 2:
Endorsement of remuneration policy            44 120 191       2 728 927       10 705 814         46 849 118
                                                94.18%           5.82%           18.62%
Ordinary resolution No 3:
Endorsement of the implementation             45 142 797       1 711 621       10 700 514         46 854 418
report of the remuneration policy               96.35%           3.65%           18.61%
Ordinary resolution No 4:
Re-Election of director – Michael Brain       55 858 389       1 686 475           10 068         57 544 864
                                                97.07%           2.93%            0.02%
Ordinary resolution No 5:
Re-Election of director – Sarah Gillet        57 544 774           90              10 068         57 544 864
                                               100.00%           0.00%            0.02%
Ordinary resolution No 6:
Re-Election of director – Brian Frost         54 818 937      1 917 428            10 068         56 736 365
                                                96.62%           3.38%            0.02%
Ordinary resolution No 7:
Director’s authority to negotiate and        57 544 774           90              10 068          57 544 864
sign                                           100.00%           0.00%            0.02%
Ordinary resolution No 8:
Reappointment of auditors                    37 545 837       9 308 581       10 700 514          46 854 418
                                               80.13%          19.87%            18.61%
Ordinary resolution No 9.1:
Re-Election of Audit and Risk Committee      56 518 968       1 025 896           10 068         57 6544 864
member – Craig MacGillivray                    98.22%           1.78%             0.02%
Ordinary resolution No 9.2:
Re-Election of Audit and Risk Committee      54 818 937       2 725 927           10 068          57 544 864
member – Brian Frost                           95.26%           4.74%             0.02%
Ordinary resolution No 9.3:
Re-Election of Audit and Risk Committee      57 544 774           90              10 068          57 544 864
member - Sarah Gillett                        100.00%           0.00%             0.02%
Special resolution No 1:
General authority to repurchase shares       57 544 774           90              10 068          57 544 864
                                              100.00%           0.00%             0.02%
Special resolution No 2:
Provision of financial assistance            57 421 774        123 090            10 068          57 544 864
                                               99.79%           0.21%             0.02%
Special resolution No 3:
Non-executive directors’ fees                57 480 208         3 090             71 634          57 483 298
                                               99.99%           0.01%             0.12%

Cape Town
3 November 2020

Sponsor
AcaciaCap Advisors Proprietary Limited

Date: 03-11-2020 04:31:00
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