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Results of Annual General Meeting
Motus Holdings Limited
(Incorporated in the Republic of South Africa)
Registration number: 2017/451730/06
Share code: MTH
ISIN: ZAE000261913
(“Motus” or the “Company”)
Results of Annual General Meeting (AGM)
Motus is pleased to advise its shareholders that all the ordinary and special resolutions proposed in the Notice
of the AGM dated 30 September 2019 and tabled at the Company’s AGM held today, Tuesday, 12 November
2019, were passed by the requisite majority of votes cast by shareholders. The voting details with respect to the
proposed resolutions were as follows:
Resolutions Proposed Number of Percentage For** Against** Abstained**
shares voted of shares
voted*
168 867 253 83.45 100 0 0.13
Ordinary Resolution 1:
Adoption of the annual financial
statements
169 103 618 83.57 83.92 16.08 0.01
Ordinary Resolution 2:
Appointment of Auditors
169 103 818 83.57 99.71 0.29 0.01
Ordinary Resolution 3.1:
Appointment of audit committee
member – Mr S Mayet
169 103 818 83.57 99.22 0.78 0.01
Ordinary Resolution 3.2:
Appointment of audit committee
member – Ms KR Moloko
169 103 818 83.57 81.32 18.68 0.01
Ordinary Resolution 3.3:
Appointment of audit committee
member – Mr MJN Njeke
169 103 818 83.57 99.68 0.32 0.01
Ordinary Resolution 4.1:
Confirmation of directors appointed
during the year – Mrs KA Cassel
(executive)
169 103 818 83.57 99.71 0.29 0.01
Ordinary Resolution 4.2:
Confirmation of directors appointed
during the year – Mr S Mayet (non-
executive)
169 103 818 83.57 98.99 1.01 0.01
Ordinary Resolution 4.3:
Confirmation of directors appointed
during the year – Mrs KR Moloko (non-
executive)
169 103 818 83.57 81.05 18.95 0.01
Ordinary Resolution 4.4:
Confirmation of directors appointed
during the year – Mr MJN Njeke (non-
executive)
169 103 818 83.57 99.20 0.80 0.01
Ordinary Resolution 5.1:
Re-appointment of retiring directors – Mr
OS Arbee
Ordinary Resolution 5.2: 169 103 818 83.57 99.49 0.51 0.01
Re-appointment of retiring directors – Mr
OJ Janse van Rensburg
Ordinary Resolution 6: Confirmation of 169 101 859 83.57 85.42 14.58 0.01
Group’s remuneration policy
Ordinary Resolution 7: Implementation 167 633 424 82.84 62.32 37.68 0.73
of Group’s implementation report
Ordinary Resolution 8: 169 103 814 83.57 86.35 13.65 0.01
Authority to issue ordinary shares
Ordinary Resolution 9: 169 103 814 83.57 86.80 13.20 0.01
Authority to issue shares for cash
Special Resolution 1.1: Directors fees – 169 101 684 83.57 99.99 0.01 0.01
Chairman
Special Resolution 1.2: Directors’ fees 169 101 684 83.57 99.97 0.03 0.01
– Deputy Chairman and Lead
Independent Director
Special Resolution 1.3: Directors’ fees 169 101 684 83.57 99.97 0.03 0.01
– Board member
Special Resolution 1.4: Directors’ fees 169 101 684 83.57 99.99 0.01 0.01
– Assets and liabilities committee
chairman
Special Resolution 1.5: Directors’ fees 169 101 684 83.57 99.99 0.01 0.01
– Assets and liabilities committee
member
Special Resolution 1.6: Directors’ fees 169 101 684 83.57 99.99 0.01 0.01
– Audit and risk committee chairman
Special Resolution 1.7: Directors’ fees 169 101 684 83.57 99.99 0.01 0.01
– Audit and risk committee member
Special Resolution 1.8: Directors’ fees 169 101 684 83.57 99.99 0.01 0.01
– Divisional Board member
Special Resolution 1.9: Directors’ 169 101 684 83.57 99.99 0.01 0.01
fees – Divisional finance and risk
committee member
Special Resolution 1.10: 169 101 684 83.57 99.99 0.01 0.01
Directors’ fees – Remuneration
committee chairman
Special Resolution 1.11: Directors’ 169 101 684 83.57 99.99 0.01 0.01
fees – Remuneration committee member
Special Resolution 1.12: Directors’ 169 101 684 83.57 99.98 0.02 0.01
fees – Nomination committee chairman
Special Resolution 1.13: 169 101 684 83.57 99.99 0.01 0.01
Directors’ fees – Nomination committee
member
Special Resolution 1.14: Directors’ 169 102 684 83.57 99.99 0.01 0.01
fees – Social, ethics and
sustainability committee chairman
Special Resolution 1.15: Directors’ fees 169 102 684 83.57 99.99 0.01 0.01
- Social, ethics and
sustainability committee member
Special Resolution 2: General 169 103 817 83.57 99.13 0.87 0.01
authority to repurchase Company
securities
Special Resolution 3: 169 103 443 83.57 99.79 0.21 0.01
Authority to provide financial assistance
in terms of Section 44 of the Companies
Act
Special Resolution 4: 169 103 443 83.57 99.80 0.20 0.01
Authority to provide financial assistance
in terms of Section 45 of the Companies
Act
In view of the 62,32% cast by Motus shareholders in favour of Ordinary Resolution number 7 – confirmation of
remuneration implementation report being less than 75%, therefore triggering the requirement to consult with
shareholders, Motus has commenced a process of engaging with material and/or dissenting shareholders and
will continue with this process in the coming weeks.
Shareholders who voted against the confirmation of the remuneration implementation report are invited to
engage with the Company by submitting written questions/comments to the Company Secretary via email at:
janinej@motuscorp.co.za by no later than close of business on Thursday, 21 November 2019.
* Based on the total number of shares in issue at the date of the AGM.
** Based on the total number of shares present / represented by proxies at the AGM.
Company Secretary
JK Jefferies
Bedfordview
13 November 2019
Sponsor:
Standard Bank of South Africa Limited
Date: 13/11/2019 08:15:00
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