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Results of the AGM and Notice to shareholders in terms of section 45 of the Companies Act, changes to the board
COPPER 360 LIMITED
Incorporated in the Republic of South Africa
(Registration number 2021/609755/06)
Share code: CPR
ISIN: ZAE000318531
("Copper 360" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING AND NOTICE TO SHAREHOLDERS IN TERMS OF SECTION 45 OF THE COMPANIES ACT, 2008
AND CHANGES TO THE BOARD OF DIRECTORS
Results of Annual General Meeting
Shareholders are notified that at the Company's annual general meeting ("AGM") held entirely by electronic communication on
Wednesday, 15 October 2025, all the ordinary and special resolutions as set out in the notice of AGM were approved by the requisite
majority of shareholders.
The number of Copper 360 ordinary shares in issue at the AGM was 999 851 660 with 9 375 039 being treasury shares excluded from
voting, totalling 990 479 621 voteable shares representing 82,17% of the total voteable ordinary shares at the AGM.
The results of the resolutions proposed at the AGM, namely in favour (as a percentage of shares voted), shares voted (as a percentage
of total issued share capital) of the Company are as follows:
Ordinary resolution number 1: Election of Peter Scott as a director of the Company
FOR AGAINST ABSTAIN SHARES VOTED
813 711 869 48 667 126 325 813 760 536
99.99% 0.01% 0.01% 81.39%
Ordinary resolution number 2: Election of Beverley Bouwer as a director of the Company
FOR AGAINST ABSTAIN SHARES VOTED
813 711 869 48 667 126 325 813 760 536
99.99% 0.01% 0.01% 81.39%
Ordinary resolution number 3: Election of Lindiwe Montshiwagae as a director of the Company
FOR AGAINST ABSTAIN SHARES VOTED
813 712 178 48 358 126 325 813 760 536
99.99% 0.01% 0.01% 81.39%
Ordinary resolution number 4: Re-election of Shirley Ann Hayes as a director of the Company
FOR AGAINST ABSTAIN SHARES VOTED
813 705 869 54 667 126 325 813 760 536
99.99% 0.01% 0.01% 81.39%
Ordinary resolution number 5: Re-election of Anel van Niekerk as a member of the Audit Committee
FOR AGAINST ABSTAIN SHARES VOTED
813 705 869 54 667 126 325 813 760 536
99.99% 0.01% 0.01% 81.39%
Ordinary resolution number 6: Election of Peter Scott as a member of the Audit Committee
FOR AGAINST ABSTAIN SHARES VOTED
813 712 178 48 358 126 325 813 760 536
99.99% 0.01% 0.01% 81.39%
Ordinary resolution number 7: Election of Beverley Bouwer as a member of the Audit Committee
FOR AGAINST ABSTAIN SHARES VOTED
813 712 178 48 358 126 325 813 760 536
99.99% 0.01% 0.01% 81.39%
Ordinary resolution number 8: Re-appointment of Moore Pretoria as independent auditors for the 2026 financial year
FOR AGAINST ABSTAIN SHARES VOTED
480 066 065 333 694 471 126 325 813 760 536
58.99% 41.01% 0.01% 81.39%
Ordinary resolution number 9: Placing the authorised but unissued shares under the control of the directors
FOR AGAINST ABSTAIN SHARES VOTED
480 055 715 333 698 821 132 325 813 754 536
58.99% 41.01% 0.01% 81.39%
Ordinary resolution number 10: Authorising the directors to issue shares for cash – limited to 15%
FOR AGAINST ABSTAIN SHARES VOTED
480 055 892 333 704 821 126 148 813 760 713
58.99% 41.01% 0.01% 81.39%
with a "FOR" result less than 75%, this resolution was NOT passed.
Ordinary resolution number 11: Approval of the Company's Remuneration Policy
FOR AGAINST ABSTAIN SHARES VOTED
480 066 255 333 806 396 14 210 813 872 651
58.99% 41.01% 0.00% 81.40%
With an "AGAINST" vote of more than 25%, the Company is required to engage with dissenting shareholders and disclose the outcome
of that engagement in the next Remuneration Report. The following disclosures are required:
• With whom it engaged;
• The manner and form of engagement;
• The nature of concerns raised;
• Steps taken to address those concerns.
Ordinary resolution number 12: Non-binding advisory vote on the Company's Remuneration Implementation Report
FOR AGAINST ABSTAIN SHARES VOTED
480 066 255 333 806 705 13 901 813 872 960
58.99% 41.01% 0.00% 81.40%
With an "AGAINST" vote of more than 25%, the Company is required to engage with dissenting shareholders and disclose the outcome
of that engagement in the next Remuneration Report. The following disclosures are required:
• With whom it engaged;
• The manner and form of engagement;
• The nature of concerns raised;
• Steps taken to address those concerns.
Special resolution number 1: Approval that the ordinary shares of the Company be increased to 4 500 000 000 (four billion five
hundred million)
FOR AGAINST ABSTAIN SHARES VOTED
813 690 327 188 633 7 901 813 878 960
99.98% 0.02 0.00% 81.40%
Special resolution number 2: General Authority to repurchase ordinary shares
FOR AGAINST ABSTAIN SHARES VOTED
813 706 677 54 358 125 826 813 761 035
99.99% 0.01% 0.01% 81.39%
Special resolution number 3: Approval of the provision of financial assistance in terms of Section 44(3)(a)(ii) of the Companies Act,
2008
FOR AGAINST ABSTAIN SHARES VOTED
813 696 327 58 708 131 826 813 755 035
99.99% 0.01% 0.01% 81.39%
Special resolution number 4: Approval of the provision of financial assistance in terms of Section 45(3)(a)(ii) of the Companies Act,
2008
FOR AGAINST ABSTAIN SHARES VOTED
813 696 327 58 708 131 826 813 755 035
99.99% 0.01% 0.01% 81.39%
Changes to the Board of Directors
The following persons were elected as directors of the Company at the AGM held on 15 October 2025 and are appointed as Independent
Non-Executive Directors with effect from 15 October 2025:
• Peter Scott
• Beverley Bouwer
• Lindiwe Montshiwagae
The following two Directors retired by way of rotation:
• Dr Mbendeni Humphrey Mathe, who did not make himself available for re-election as a Director.
• Shirley Ann Hayes, who made herself available for re-election as a Director.
Shirley Ann Hayes was re-elected as a Director at the AGM and is appointed as Non-Executive Director.
The Board extends its gratitude to Dr Mathe for his services as a director of the Company.
The Board welcomes the newly- and re-elected Directors and wishes them well in their newly appointed roles.
The following are brief resumés of the newly appointed Directors
Peter Scott
Holds BSc, BSc (Hons), MSc (Eng), and PhD (Eng) degrees from the University of the Witwatersrand, as well as a BCom from UNISA. His
postgraduate research was in uranium hydrometallurgy, and he went on to spend 25 years at Gencor and Mintek working in base metal
leaching, PGM refining, and copper processing technologies.
As Marketing Director at Mintek from 1992 to 2001, Peter promoted and implemented flotation, solvent extraction, electrowinning,
and bioleaching projects internationally, including major initiatives in Mexico, Chile, and the United States. In 1999, he co-founded Atoll
and became CEO in 2001, leading the growth of its slag recovery and smelting operations until his retirement in 2009.
Peter combines deep technical expertise with international copper industry experience and proven executive leadership, bringing strong
value to boards and stakeholders.
Beverley Bouwer
Is a qualified actuary, CFA, and FSCA-approved valuator with over 30 years of experience in the retirement fund industry. She spent
much of her career as a senior investment consultant to trustee boards of some of South Africa's largest funds, advising on investment
strategy, risk management, and long-term growth.
Bev currently serves on the Boards of the Public Investment Corporation and AVBOB, where she brings her deep expertise in
governance, investment oversight, and regulatory compliance. She has played a pivotal role in shaping strategic investment decisions,
ensuring robust risk frameworks, and supporting sustainable value creation for trustees, members, and investors.
Her extensive technical knowledge, combined with hands-on governance experience and a strong focus on long-term outcomes,
positions her to deliver meaningful impact in driving shareholder confidence and sustainable growth.
Lindiwe Montshiwagae
Is an accomplished executive who recently completed an Executive MBA at BI Norwegian Business School (Norway), adding to her over
30 years of experience spanning mining, banking, and auditing. She holds an MCom in Financial Management and a BCompt (Hons).
During her 13 years at Royal Bafokeng Platinum, Lindiwe played a key role in the company's growth and transformation, contributing to
its IPO, capital-raising transactions, and acquisitions. She served as a permanent invitee to the Board, Audit & Risk, and Social & Ethics
Committees, gaining extensive governance and strategic decision-making experience. Internationally, she represented RBPlat on the
boards of the World Platinum Investment Council (UK) and the Platinum Jewellery Development Association.
Lindiwe brings a strong background in strategy, ESG and sustainability, investor relations, and stakeholder engagement, combining
financial acumen with a purpose-driven leadership style to deliver long-term value for shareholders and stakeholders.
15 October 2025
Stellenbosch
Designated Advisor and Corporate Advisor: Bridge Capital Advisors Proprietary Limited
Date: 15-10-2025 04:35:00
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