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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, 23 November
2023 ("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) 422 625 219
Total number of shares present/represented including
proxies at the meeting 318 325 893
Details of the results of voting at the AGM are as follows:
Votes carried Shares Shares voted
disclosed as a abstained disclosed as
percentage in disclosed as a percentage
relation to the a percentage in relation
total number of in relation to the total
shares voted at to the total number of
Resolutions the meeting number of votable
votable shares* that
shares* that can be
can be exercised at
exercised at the meeting
the meeting
For Against
Ordinary resolution 1 100.00 0.00 0.02 75.31
– Adoption of the
audited consolidated
annual financial
statements
Ordinary resolution 2 96.48 3.52 0.02 75.31
– Re-election of CS
Seabrooke as a non-
executive director
Ordinary resolution 3 98.15 1.85 0.02 75.31
– Re-election of SV
Zilwa as a non-
executive director
Votes carried Shares Shares voted
disclosed as a abstained disclosed as
percentage in disclosed as a percentage
relation to the a percentage in relation
total number of in relation to the total
shares voted at to the total number of
Resolutions the meeting number of votable
votable shares* that
shares* that can be
can be exercised at
exercised at the meeting
the meeting
For Against
Ordinary resolution 4 99.99 0.01 0.02 75.31
– Re-election of MS
Bomela as a non-
executive director
Ordinary resolution 5 94.70 5.30 0.02 75.31
– Re-election of SV
Zilwa, subject to
adoption of ordinary
resolution number 3 as
a member of the Audit,
Governance and Risk
Committee
Ordinary resolution 6 99.99 0.01 0.02 75.31
– Re-election of A
Khumalo as a member of
the Audit, Governance
and Risk Committee
Ordinary resolution 7 99.99 0.01 0.02 75.31
– Re-election of LE
Mthimunye as a member
of the Audit,
Governance and Risk
Committee
Ordinary resolution 8 100.00 0.00 0.02 75.31
– Election of T Seopa
as a member of the
Audit, Governance and
Risk Committee
Ordinary resolution 9 99.94 0.06 0.02 75.31
– Appointment of BDO
as the auditor of the
Company
Ordinary resolution 10 96.55 3.45 0.02 75.31
– Approval of the
remuneration policy
Votes carried Shares Shares voted
disclosed as a abstained disclosed as
percentage in disclosed as a percentage
relation to the a percentage in relation
total number of in relation to the total
shares voted at to the total number of
Resolutions the meeting number of votable
votable shares* that
shares* that can be
can be exercised at
exercised at the meeting
the meeting
For Against
Ordinary resolution 11 100.00 0.00 0.02 75.31
- Approval of the
implementation of the
remuneration report
Special resolution 96.55 3.45 0.02 75.31
number 1 –
Remuneration of non-
executive directors
Special resolution 100.00 0.00 0.02 75.31
number 2 – General
authority to acquire
the Company's own
shares
Special resolution 100.00 0.00 0.02 75.31
number 3 – Approval
for the granting of
financial assistance
in terms of Section 44
of the Companies Act
Special resolution 100.00 0.00 0.02 75.31
number 4 – Approval
for the granting of
financial assistance
in terms of Section 45
of the Companies Act
Ordinary resolution 93.77 6.23 0.02 75.31
number 12 – General
authority to allot and
issue ordinary shares
Special resolution 100.00 0.00 0.02 75.31
number 5 – General
authority to allot and
issue ordinary shares
pursuant to the
Votes carried Shares Shares voted
disclosed as a abstained disclosed as
percentage in disclosed as a percentage
relation to the a percentage in relation
total number of in relation to the total
shares voted at to the total number of
Resolutions the meeting number of votable
votable shares* that
shares* that can be
can be exercised at
exercised at the meeting
the meeting
For Against
conditional share plan
Ordinary resolution 99.99 0.01 0.02 75.31
number 13 – General
authority to directors
* total number of votable shares that can be exercised at the meeting consist of
shares in issue net of 11 074 739treasury 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, as set out in the Notice
of Annual General Meeting ("AGM") made available to shareholders
on 26 October 2023, which resolution was approved by the
shareholders of the Company, at the AGM held on 23 November 2023,
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 as contemplated in the said special resolution.
We hereby notify shareholders that the Board of Directors of the
Company has adopted a resolution to authorise direct or indirect
financial assistance as contemplated in section 45 of the
Companies Act 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.
Shareholders are advised that notification in this regard will be
distributed on or about 24 November either via electronic mail or
registered post, depending on the shareholder's preference as
previously indicated.
Illovo
23 November 2023
Sponsor
The Standard Bank of South Africa Limited
Date: 23-11-2023 05:48:00
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