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Results of Annual General Meeting
Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN Code: 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 via a remote, interactive electronic platform at 09:00 on Thursday, 20 November
2025 ("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 254 841 776
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 0.00 60.36
of the audited consolidated
annual financial statements
Ordinary resolution 2 – Re- 99.31 0.69 0.00 60.36
election of CS Seabrooke as a
non-executive director
Ordinary resolution 3 – Re- 99.99 0.01 0.00 60.36
election of DL Storom as a non-
executive director
Ordinary resolution 4 – Re- 99.99 0.01 0.00 60.36
election of MS Bomela as a non-
executive director
Ordinary resolution 5 – Re- 99.31 0.69 0.00 60.36
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 – Election 99.31 0.69 0.00 60.36
of CS Seabrooke, 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 0.00 60.36
election of A Khumalo as a
member of the Audit, Governance
and Risk Committee
Ordinary resolution 8 – Election 99.99 0.01 0.00 60.36
of MS Bomela, subject to
adoption of ordinary resolution
number 4, as a member of the
Social, Ethics and Transformation
Committee
Ordinary resolution 9 – Election 99.99 0.01 0.00 60.36
of LE Mthimunye as a member of
the Social, Ethics and
Transformation Committee
Ordinary resolution 10 – Election 99.31 0.69 0.00 60.36
of P Langeni as a member of the
Social, Ethics and Transformation
Committee
Ordinary resolution 11 – Election 99.99 0.01 0.00 60.36
of S Mansingh as a member of
the Social, Ethics and
Transformation Committee
Ordinary resolution 12 – Election 99.99 0.01 0.00 60.36
of SV Zilwa as a member of the
Social, Ethics and Transformation
Committee
Ordinary resolution 13 – Election 99.99 0.01 0.00 60.36
of A Khumalo as a member of the
Social, Ethics and Transformation
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 14 – Re- 99.99 0.01 0.00 60.36
appointment of BDO as the
auditor of the Company
Ordinary resolution 15 – Approval 99.99 0.01 0.00 60.36
of the remuneration policy
Ordinary resolution 16 – Approval 99.99 0.01 0.00 60.36
of the implementation of the
remuneration report
Special resolution number 1 – 99.99 0.01 0.00 60.36
Remuneration of non-executive
directors
Special resolution number 2 – 99.99 0.01 0.00 60.36
Remuneration payable to the
Independent Board
Special resolution number 3 – 99.99 0.01 0.00 60.36
General authority to acquire the
Company's own shares
Special resolution number 4 – 95.89 4.11 0.00 60.36
Approval for the granting of
financial assistance in terms of
Section 44 of the Companies Act
Special resolution number 5 – 99.99 0.01 0.00 60.36
Approval for the granting of
financial assistance in terms of
Section 45 of the Companies Act
Ordinary resolution number 17 – 95.89 4.11 0.00 60.36
General authority to allot and
issue ordinary shares
Special resolution number 6 – 99.99 0.01 0.00 60.36
General authority to allot and
issue ordinary shares pursuant to
the conditional share plan
Ordinary resolution number 18 – 99.99 0.01 0.00 60.36
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
Illovo
20 November 2025
Sponsor
The Standard Bank of South Africa Limited
Date: 20-11-2025 04:00:00
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