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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 Annual General Meeting ("AGM") of the Shareholders of Mpact
held on Thursday, 02 June 2022, all the Ordinary resolutions proposed
were approved by the requisite majority of votes. The Special
resolutions and the Non-binding advisory votes 1 and 2 did not obtain
the requisite number of votes.
Mpact confirms the voting statistics from the AGM as follows:
Votes cast Shares Shares
disclosed as a voted abstained
percentage in disclosed disclosed
relation to the as a as a
total number of Number of percentage percentage
Resolutions shares voted at shares in in
the AGM voted relation relation
to the to the
total total
issued issued
For Against shares* shares*
Ordinary resolution 1.
Adoption of the Annual
Financial Statements 62.54% 37.46% 134,293,841 90.63% 0.29%
Ordinary resolution 2.1
Rotation of Non-Executive
Director’s: Election of
DG Wilson 100.00% 0.00% 134,515,475 90.78% 0.14%
Ordinary resolution 2.2
Rotation of Non-Executive
Director’s: Re-election
of TDA Ross 56.50% 43.50% 134,515,475 90.78% 0.14%
Ordinary resolution 2.3
Rotation of Non-Executive
Director’s: Re-election
of M Makanjee 100.00% 0.00% 134,515,475 90.78% 0.14%
Ordinary resolution 3.1
Election of DG Wilson as
Audit & Risk Committee
members 100.00% 0.00% 134,515,475 90.78% 0.14%
Ordinary resolution 3.2
Election of TDA Ross as
Audit & Risk Committee
members 55.55% 44.45% 134,515,475 90.78% 0.14%
Ordinary resolution 3.3
Election of NP Dongwana
as Audit and Risk
Committee member 93.26% 6.74% 134,515,475 90.78% 0.14%
Ordinary resolution 3.4
Election of PCS Luthuli
as Audit and Risk
Committee member 99.99% 0.01% 134,517,125 90.78% 0.14%
Ordinary resolution 4:
Re-appointment of
Deloitte & Touche as
auditors 93.04% 6.96% 134,517,125 90.78% 0.14%
Ordinary resolution 5:
Authority to implement
resolutions 100.00% 0.00% 134,298,260 90.63% 0.28%
Non-binding advisory vote
1: Advisory vote on the
remuneration policy 55.88% 44.12% 134,516,198 90.78% 0.14%
Non-binding advisory vote
2: Advisory vote on the
remuneration
implementation report 55.95% 44.05% 134,514,548 90.78% 0.14%
Special resolution 1:
General authority to
repurchase shares 62.53% 37.47% 134,498,593 90.77% 0.15%
Special resolution 2:
General authority to
provide financial
assistance 61.75% 38.25% 134,517,125 90.78% 0.14%
Special resolution 3:
Non-executive directors’
remuneration 62.60% 37.40% 134,509,625 90.78% 0.14%
• *Total number of shares in issue 148,175,363
• Total number of shares represented
(including proxies) at the Annual
General Meeting 134,719,744
• Proportion of total voteable shares
represented at the Annual General
Meeting 90.92%
Notes:
Shareholders are advised that the Non-binding advisory votes 1 and
2 (the remuneration policy and the remuneration implementation
report, respectively), and the three special resolutions did not
receive the required 75% approval from Mpact's shareholders present
in person or represented by proxy at the AGM.
The special resolutions which did not pass will not materially affect
the Company at this time. The general authority to provide financial
assistance to subsidiaries and other related and inter-related
entities in terms of sections 44 and 45 of the Companies Act was
granted to the Company at its previous AGM held on 3 June 2021 and
remains valid for two years after its adoption. The Company will
continue to rely on such authority until 3 June 2023 and will
therefore be able to continue with its normal day-to-day business
and financing operations.
Special resolution 3 regarding non-executive directors’ remuneration
did not receive the required 75% approval. The non-executive
directors of the Company have confirmed that, at this stage, they
will continue to serve on the Board without being remunerated while
the requisite shareholder consultations are conducted.
The Board is committed to engaging with shareholders regarding these
matters and invites shareholders to engage with the Company in the
following manner:
1. Shareholders are invited to forward their questions on the
remuneration policy and the remuneration implementation report
to the Group Company Secretary in writing to cosec@mpact.co.za
by close of business on Monday, 13 June 2022.
2. We value the opportunity to engage with shareholders to
understand and address their questions and will schedule a
meeting with these shareholders at a suitable date and time.
Melrose Arch
02 June 2022
Sponsor
The Standard Bank of South Africa Limited
Date: 02-06-2022 04:01:00
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