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Results of Annual General Meeting and Notice in terms of Section 45(5) of the Companies Act
Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN Code: ZAE000061727
("Metrofile Holdings" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING AND NOTICE IN TERMS OF SECTION 45(5)(a)
OF THE COMPANIES ACT 71 OF 2008, AS AMENDED
RESULTS OF ANNUAL GENERAL MEETING
Metrofile shareholders ("Shareholders") are hereby advised that at the annual general meeting of
Shareholders held via a remote, interactive electronic platform at 09:00 on Thursday, 21 November
2024 ("AGM"), all the ordinary and special resolutions contained in the notice of AGM were passed
by the requisite majority of votes of Shareholders attending the AGM or represented by proxy.
Total number of shares in issue 433 699 958
Total votable number of shares (net of treasury shares) 422 175 219
Total number of shares present/represented including proxies at the meeting 319 655 043
Details of the results of voting at the AGM are as follows:
Votes carried disclosed Shares Shares voted
as a percentage in abstained disclosed as a
relation to the total disclosed as a percentage in
number of shares voted percentage in relation to the
at the meeting relation to the total number of
total number of votable
Resolutions votable shares* shares* that
that can be can be
exercised at the exercised at
meeting the meeting
For Against
Ordinary resolution 1 – Adoption 99.99 0.01 0.02 75.70
of the audited consolidated
annual financial statements
Ordinary resolution 2 – Re- 99.99 0.01 0.02 75.70
election of LE Mthimunye as a
non-executive director
Ordinary resolution 3 – Re- 99.99 0.01 0.02 75.70
election of A Khumalo as a non-
executive director
Ordinary resolution 4 – Re- 84.62 15.38 0.02 75.70
election of P Langeni as a non-
executive director
Ordinary resolution 5 – Re- 95.00 5.00 0.02 75.70
election of SV Zilwa, as a
member of the Audit, Governance
and Risk Committee
Votes carried disclosed Shares Shares voted
as a percentage in abstained disclosed as a
relation to the total disclosed as a percentage in
number of shares voted percentage in relation to the
at the meeting relation to the total number of
total number of votable
Resolutions votable shares* shares* that
that can be can be
exercised at the exercised at
meeting the meeting
For Against
Ordinary resolution 6 – Re- 99.99 0.01 0.02 75.70
election of LE Mthimunye, subject
to adoption of ordinary resolution
number 2, as a member of the
Audit, Governance and Risk
Committee
Ordinary resolution 7 – Re- 99.99 0.01 0.02 75.70
election of A Khumalo, subject to
adoption of ordinary resolution
number 3, as a member of the
Audit, Governance and Risk
Committee
Ordinary resolution 8 – Re- 99.99 0.01 0.02 75.70
appointment of BDO as the
auditor of the Company
Ordinary resolution 9 – Approval 99.99 0.01 0.02 75.70
of the remuneration policy
Ordinary resolution 10 – Approval 99.67 0.33 0.02 75.70
of the implementation of the
remuneration report
Special resolution number 1 – 99.99 0.01 0.02 75.70
Remuneration of non-executive
directors
Special resolution number 2 – 96.56 3.44 0.02 75.70
General authority to acquire the
Company's own shares
Special resolution number 3 – 99.99 0.01 0.02 75.70
Approval for the granting of
financial assistance in terms of
Section 44 of the Companies Act
Special resolution number 4 – 99.99 0.01 0.02 75.70
Approval for the granting of
financial assistance in terms of
Section 45 of the Companies Act
Special resolution number 5 – 99.67 0.33 0.02 75.70
Approval for the granting of
financial assistance to a director
Votes carried disclosed Shares Shares voted
as a percentage in abstained disclosed as a
relation to the total disclosed as a percentage in
number of shares voted percentage in relation to the
at the meeting relation to the total number of
total number of votable
Resolutions votable shares* shares* that
that can be can be
exercised at the exercised at
meeting the meeting
For Against
in terms of Section 44 and
Section 45 of the Companies Act
Ordinary resolution number 11 – 93.29 6.71 0.02 75.70
General authority to allot and
issue ordinary shares
Special resolution number 6 – 99.99 0.01 0.02 75.70
General authority to allot and
issue ordinary shares pursuant to
the conditional share plan
Ordinary resolution number 12 – 99.99 0.01 0.02 75.70
General authority to directors
* total number of votable shares that can be exercised at the meeting consist of shares in issue net
of 11 524 739 treasury shares
NOTICE IN TERMS OF SECTION 45(5)(a) OF THE COMPANIES ACT 71 OF 2008, AS AMENDED
We refer to the special resolution no 4 and 5, as set out in the Notice of Annual General Meeting
("AGM") made available to shareholders on 24 October 2024, which resolutions were approved by
the shareholders of the Company, at the AGM held on 21 November 2024, in accordance with
section 45(3) of the Companies Act of 2008 ("Companies Act") pursuant to which the shareholders
of the Company authorised the Company to provide financial assistance to the entities and director
as contemplated in the said special resolutions.
We hereby notify shareholders that the Board of Directors of the Company has adopted resolutions
to authorise direct or indirect financial assistance as contemplated in section 45 of the Companies
Act:
a. to a maximum total amount of R1 billion to any one or more related or inter-related
companies or corporations of the Company and/or to any one or more juristic persons who
are members of, or are related to, any such related or inter-related company or corporation;
and
b. in the current financial year only, to provide financial assistance on terms to be determined
by the board, specifically and only to Mr Stanley Thabo Moloko Seopa as a director and
CEO of the Company, limited to R9 000 000, in connection with the intended issue of
Company shares to him.
Shareholders are advised that notification in this regard will be distributed on or about 22 November
2024 either via electronic mail or registered post, depending on the shareholder's preference as
previously indicated.
Illovo
21 November 2024
Sponsor
The Standard Bank of South Africa Limited
Date: 21-11-2024 04:15:00
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