METROFILE HOLDINGS LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 1983/012697/06
Share code: MFL    ISIN: ZAE000061727
(“Metrofile” or the “Company”)

RESULTS OF ANNUAL GENERAL MEETING

Metrofile shareholders (“Shareholders”) are hereby advised that at the
annual general meeting of Shareholders held at 09:00 on Wednesday,
27 November 2019 (“AGM”), all the ordinary and special resolutions
contained in the notice of AGM were passed by the requisite majority
of votes of Shareholders present in person or represented by proxy at
the AGM.

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

   Resolution       Number of     Percent   For**    Against** Abstained
                     shares       age of      %          %         *
                      voted       shares                           %
                                     in
                                  issue*
                                     %
Ordinary            337 993 156     74.67    99.99       0.01       0.28
resolution number
1:
Adoption of the
audited
consolidated
annual financial
statements
Ordinary            337 992 401     74.67    99.99       0.01       0.28
resolution number
2: Election of Mr
S Mansingh as a
director
Ordinary            337 992 401     74.67    98.64       1.36       0.28
resolution number
3: Re-election of
Mrs MS Bomela as
a director
Ordinary            337 992 401     74.67    99.27       0.73       0.28
resolution number
4: Re-election of
Ms P Langeni as a
director
Ordinary            337 992 401     74.67    99.06       0.94       0.28
resolution number
5: Re-election of
Ms LE Mthimunye
as a director
Ordinary            337 999 257   74.67   98.57   1.43   0.27
resolution number
6: Appointment of
Deloitte & Touche
as auditor of the
Company
Ordinary            337 865 337   74.64   99.73   0.27   0.30
resolution number
7: Amendments to
the Metrofile
Short-Term
Incentives(“STI”)
Ordinary            338 092 362   74.69   99.69   0.31   0.25
resolution number
8: Amendments to
the Metrofile
Long-Term
Incentives
(“LTI”)
conditional share
plan (“CSP”)
Ordinary            338 093 117   74.69   99.95   0.05   0.25
resolution number
9: Amendments the
LTIs
Ordinary            338 092 362   74.69   99.95   0.05   0.25
resolution number
10: Authority to
directors to
implement changes
to the STIs, LTI
CSP, including
the allotment and
issue of ordinary
shares
Ordinary            338 093 117   74.69   99.69   0.31   0.25
resolution number
11: Remuneration
policy
Ordinary            337 993 117   74.67   99.37   0.63   0.28
resolution number
12:
Implementation of
the remuneration
policy
Ordinary            337 993 117   74.67   99.99   0.01   0.28
resolution number
13: Appointment
of Mrs SV Zilwa
as a member of
the Audit,
Governance and
Risk Committee
Ordinary            337 993 117   74.67   99.27   0.73   0.28
resolution number
14: Appointment
of Ms P Langeni
as a member of
the Audit,
Governance and
Risk Committee
Ordinary            337 993 117   74.67   99.06   0.94   0.28
resolution number
15: Appointment
of Ms LE
Mthimunye as a
member of the
Audit, Governance
and Risk
Committee
Special             337 999 257   74.67   99.98   0.02   0.27
resolution number
1: General
authority to
repurchase shares
Special             337 224 602   74.50   99.94   0.06   0.44
resolution number
2: Remuneration
of non-executive
directors
Special             338 082 315   74.69   99.53   0.47   0.26
resolution number
3: Granting of
financial
assistance in
terms of section
44 of the
Companies Act
Special             338 082 315   74.69   99.27   0.73   0.26
resolution number
4: Granting of
financial
assistance in
terms of section
45 of the
Companies Act
Ordinary            318 818 836   70.43    98.93      1.07      4.51
resolution number
16: General
authority to
issue shares for
cash
Ordinary            337 993 117   74.67    99.04      0.96      0.28
resolution number
17: Specific
authority to
issue shares
pursuant to a
reinvestment
option
Ordinary            337 999 257   74.67    98.76      1.24      0.27
resolution number
18: General
authority to
allot and issue
ordinary shares
Special             338 093 117   74.69    99.42      0.58      0.25
resolution number
5: General
authority to
allot and issue
shares pursuant
to the CSP
Ordinary            337 993 117   74.67    99.98      0.02      0.28
resolution number
19: Authority to
directors to
implement the
resolutions

*Based on 452 649 116 shares in issue at the date of the AGM.
**In relation to the total number of shares voted at the AGM.


Johannesburg
28 November 2019

Sponsor
The Standard Bank of South Africa Limite

Date: 28-11-2019 09:05:00
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