MAHUBE INFRASTRUCTURE LIMITED - Results of Annual General Meeting and Changes to the Board of Directors

Results of Annual General Meeting and Changes to the Board of Directors

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 ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS

Shareholders are advised that at the Annual General Meeting of the Company (AGM”) held on Friday, 21 October
2022, all resolutions as set out in the revised notice of the AGM, which was published and distributed to
shareholders on 21 September 2022, were duly approved by the requisite majority of shareholders present and
voting, either in person or represented by proxy, with the exception of the following:

-   Ordinary Resolution Numbers 1.1 and 1.3 were withdrawn at the commencement of the AGM as Mr Lubisi
    and Ms Mookapele withdrew their candidacy as non-executive directors; and
-   Non-binding Advisory Resolutions number 4.1- Remuneration Policy and 4.2 - Remuneration
    Implementation Report were not endorsed by the requisite majority of shareholders’ votes and
    accordingly, an invitation is extended to the dissenting shareholders to engage with the Company as set
    out below.

Shareholders are advised that:
-  the total number of shares in issue as at the date of the AGM was 55 151 000;
-  the total number of shares that were present in person/represented by proxy at the AGM was 46 285 361 shares,
   being 83.92% of the total number of shares in issue; and
-  abstentions are represented below as a percentage of the total number of shares in issue.

Details of the results of the voting at the AGM are as follows:

                                                  Shares voted            Votes          Votes For    Votes
                                                                        Abstained                    Against
                                                 Number           %        %(1)            % (2)       % (2)

Ordinary Resolutions:

Appointment of Directors

Ordinary Resolution number 1.1                                         Withdrawn


Ordinary Resolution number 1.2               46 268 911      83.89%       0.03%           99.57%     0.43%
Mrs MF May

Ordinary Resolution number 1.3                                       Withdrawn


Ordinary Resolution number 1.4               46 285 361     83.92%          0            99.54%     0.46%
Ms MD Shikwinya

Appointment of member of Audit and
Risk Committee

Ordinary Resolution number 2                 46 285 361     83.92%          0            99.96%     0.04%
Ms S Tuku - Chair

Ordinary Resolution number 3                 46 268 911     83.89%        0.03%          100%         0
Re-appointment of independent external
auditor and audit partner

Non-binding advisory votes
4.1 Non-binding endorsement of               44 983 389     81.56%        2.36%          42.82%    57.18%
Remuneration Policy


4.2 Non-binding endorsement of               45 001 816     81.60%        2.33%          42.86%    57.14%
Remuneration Implementation Report


Special Resolution:

Special Resolution number 1                  44 983 389     81.56%        2.36%          99.55%     0.45%
Approval of non-executive directors’
remuneration


 Notes:
 1.   As a percentage of the Shares entitled to vote.
 2.   As a percentage of Shares voted on each resolution.


Those shareholders who voted against the endorsement of the Remuneration Policy and Implementation Report
are invited to engage with the Company by sending an email to melinda@fusioncorp.co.za by 31 November 2022.
The Company welcomes further engagement and, based on the feedback received, the Remuneration Committee
will extend an invitation to the dissenting shareholders to engage with the Company.

CHANGES TO THE BOARD OF DIRECTORS

In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited, the board of directors of the
Company (“Board”) wishes to inform shareholders of the following changes to the Board.

Following the conclusion of the AGM, the Board is pleased to announce the appointment of Mrs Mamoso Francis
May and Ms Marion Dimakatso Shikwinya as non-executive directors to the Board, with effect from 21 October
2022.


The Board welcomes Mrs Mamoso and Ms Shikwinya and looks forward to their contribution.


Additional members of the Company’s Audit and Risk Committee will be appointed by the Board, in terms of
section 94(6) of the Companies Act, 71 of 2008 and the Terms of Reference of the Audit and Risk Committee,
and will be announced on SENS in due course.

Sandton
21 October 2022

JSE Sponsor to Mahube

Questco Corporate Advisory Proprietary Limited

Date: 21-10-2022 01:05:00
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