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Results of Annual General Meeting and Changes to the Composition of Board Subcommittees
COPPER 360 LIMITED
Incorporated in the Republic of South Africa
(Registration number 2021/609755/06)
Share code: CPR
ISIN: ZAE000318531
("Copper 360" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
AND CHANGES TO THE COMPOSITION OF BOARD SUBCOMMITTEES
Results of Annual General Meeting
Shareholders are notified that at the Company's Annual General Meeting ("AGM")
held entirely by electronic communication on Monday, 19 October 2026, all the
ordinary and special resolutions as set out in the notice of AGM were approved
by the requisite majority of shareholders.
The total number of Copper 360 ordinary shares represented at the AGM was
1 855 018 728, representing 62,88% of the total issued ordinary share capital of
2 950 141 706 shares.
The results of the resolutions proposed at the AGM, namely in favour (as a
percentage of shares voted), shares voted (as a percentage of total issued share
capital) of the Company are as follows:
Ordinary resolution number 1: Election of Mr NJ Froneman as a non-executive
director
FOR AGAINST ABSTAIN SHARES VOTED
1 852 275 195 71 992 2 671 541 1 852 347 187
100,00% 0,00% 0,09% 62,79%
Ordinary resolution number 2: Election of Ms MS Tonjeni as an independent
non-executive director
FOR AGAINST ABSTAIN SHARES VOTED
1 852 284 845 62 342 2 671 541 1 852 347 187
100,00% 0,00% 0,09% 62,79%
Ordinary resolution number 3: Election of Mr L Delport as an independent
non-executive director
FOR AGAINST ABSTAIN SHARES VOTED
1 841 247 588 11 099 599 2 671 541 1 852 347 187
99,40% 0,60% 0,09% 62,79%
Ordinary resolution number 4: Election of Mr S Naidoo as an executive director
FOR AGAINST ABSTAIN SHARES VOTED
1 852 274 845 72 342 2 671 541 1 852 347 187
100,00% 0,00% 0,09% 62,79%
Ordinary resolution number 5: Election of Mr GV Thompson as an executive
director
FOR AGAINST ABSTAIN SHARES VOTED
1 852 285 195 61 992 2 671 541 1 852 347 187
100,00% 0,00% 0,09% 62,79%
Ordinary resolution number 6: Re-election of Ms BE Bouwer as a lead independent
non-executive director
FOR AGAINST ABSTAIN SHARES VOTED
1 594 508 249 257 838 938 2 671 541 1 852 347 187
86,08% 13,92% 0,09% 62,79%
Ordinary resolution number 7: Re-election of Ms L Montshiwagae as an independent
non-executive director
FOR AGAINST ABSTAIN SHARES VOTED
1 852 274 845 72 342 2 671 541 1 852 347 187
100,00% 0,00% 0,09% 62,79%
Ordinary resolution number 8: Election of Ms MS Tonjeni as a member and
Chairperson of the Audit and Risk Committee
FOR AGAINST ABSTAIN SHARES VOTED
1 852 274 845 72 342 2 671 541 1 852 347 187
100,00% 0,00% 0,09% 62,79%
Ordinary resolution number 9: Re-election of Ms BE Bouwer as a member of the
Audit and Risk Committee
FOR AGAINST ABSTAIN SHARES VOTED
1 594 508 249 257 838 938 2 671 541 1 852 347 187
86,08% 13,92% 0,09% 62,79%
Ordinary resolution number 10: Re-election of Mr PD Scott as a member of the
Audit and Risk Committee
FOR AGAINST ABSTAIN SHARES VOTED
1 841 247 588 11 099 599 2 671 541 1 852 347 187
99,40% 0,60% 0,09% 62,79%
Ordinary resolution number 11: Re-election of Ms L Montshiwagae as a member and
Chairperson of the Social, Ethics and Compliance Committee
FOR AGAINST ABSTAIN SHARES VOTED
1 852 274 845 72 342 2 671 541 1 852 347 187
100,00% 0,00% 0,09% 62,79%
Ordinary resolution number 12: Election of Ms SA Hayes as a member of the
Social, Ethics and Compliance Committee
FOR AGAINST ABSTAIN SHARES VOTED
1 852 285 195 61 992 2 671 541 1 852 347 187
100,00% 0,00% 0,09% 62,79%
Ordinary resolution number 13: Election of Mr PD Scott as a member of the
Social, Ethics and Compliance Committee
FOR AGAINST ABSTAIN SHARES VOTED
1 840 694 046 11 653 141 2 671 541 1 852 347 187
99,37% 0,63% 0,09% 62,79%
Ordinary resolution number 14: Re-appointment of the auditor Moore Pretoria Inc.
FOR AGAINST ABSTAIN SHARES VOTED
1 852 571 545 71 992 2 375 191 1 852 643 537
100,00% 0,00% 0,08% 62,80%
Ordinary resolution number 15: General authority to issue shares for cash
FOR AGAINST ABSTAIN SHARES VOTED
1 591 108 024 35 731 744 228 178 960 1 626 839 768
97,80% 2,20% 7,73% 55,14%
Ordinary resolution number 16: Approval of the Remuneration Policy
FOR AGAINST ABSTAIN SHARES VOTED
1 839 174 479 13 383 688 2 460 561 1 852 558 167
99,28% 0,72% 0,08% 62,80%
Ordinary resolution number 17: Approval of the Remuneration Implementation
Report
FOR AGAINST ABSTAIN SHARES VOTED
1 144 904 046 707 654 121 2 460 561 1 852 558 167
61,80% 38,20% 0,08% 62,80%
Remuneration Implementation Report - engagement with dissenting shareholders
Ordinary resolution number 17, approving the Remuneration Implementation Report,
was passed by the requisite majority. However, it was voted against by 38.20% of
the voting rights exercised on it, which is 25% or more. In accordance with
paragraph 5.7(k) of the JSE Listings Requirements and the King IV Report on
Corporate Governance for South Africa, 2016, the Company invites shareholders
who voted against ordinary resolution number 17 to engage with the Company. The
engagement will focus on the reasons for their dissenting votes and on how
legitimate and reasonable objections and concerns can be addressed.
Dissenting shareholders who wish to engage are requested to notify the Company
Secretary, Motif Capital Partners, in writing at companysecretary@motif.co.za by
no later than Friday, 6 November 2026. They should set out their concerns in the
notification. The Company will then arrange engagements with these shareholders,
chaired by the Chairperson of the Remuneration Committee. The engagements will
be held virtually or in person, as convenient, during November 2026.
Alternatively, the Company may arrange a collective session.
Details of the engagement and the steps taken to address the objections raised
will be disclosed in the Company's integrated report for the financial year
ending 28 February 2027.
Special resolution number 1: Non-executive directors' remuneration
FOR AGAINST ABSTAIN SHARES VOTED
1 852 421 175 71 992 2 525 561 1 852 493 167
100,00% 0,00% 0,09% 62,79%
Special resolution number 2: Authority to repurchase ordinary shares
FOR AGAINST ABSTAIN SHARES VOTED
1 839 253 113 13 390 424 2 375 191 1 852 643 537
99,28% 0,72% 0,08% 62,80%
Ordinary resolution number 18: Implementation of resolutions
FOR AGAINST ABSTAIN SHARES VOTED
1 852 444 809 48 358 2 525 561 1 852 493 167
100,00% 0,00% 0,09% 62,79%
Board of Directors and Board Subcommittees
All directors standing for election or re-election at the AGM were duly elected
or re-elected. As a result, the composition of the Board remains unchanged.
Following the election of the members of the Audit and Risk Committee and the
Social, Ethics and Compliance committee by shareholders at the AGM, shareholders
are advised that the composition of the Board Subcommittees, with effect from 19
October 2026, is as follows:
Nominations and Governance committee
Chairperson: Mr NJ Froneman **
Members: Ms BE Bouwer ***
Ms L Montshiwagae *
Mr L Delport *
Ms SA Hayes **
Audit and Risk committee
Chairperson: Ms MS Tonjeni *
Members: Ms BE Bouwer ***
Mr PD Scott *
Remuneration committee
Chairperson: Ms BE Bouwer ***
Members: Ms L Montshiwagae *
Mr L Delport *
Social, Ethics and Compliance committee
Chairperson: Ms L Montshiwagae *
Members: Ms SA Hayes **
Mr PD Scott *
Safety and Technical committee
Chairperson: Mr L Delport *
Members: Mr PD Scott *
Ms SA Hayes **
Ms MS Tonjeni *
*** Lead Independent Non-Executive Director
* Independent Non-Executive Director
** Non-Executive Director
The mandate of the Social, Ethics and Compliance committee has been expanded to
include the compliance oversight responsibilities that previously fell within
the mandate of the Compliance committee (which has been dissolved).
Mr L Delport has stepped down as a member of the Social, Ethics and Compliance
committee, he remains a member of the Remuneration Committee and Chairperson of
the Safety and Technical Committee. The Safety and Technical committee replaces
the former Investment Committee, and the Nominations and Governance Committee
was established by the Board.
The following are brief resumes of the respective Chairpersons of the Board
committees:
Beverley Bouwer
Lead Independent Non-Executive Director
Chairperson: Remuneration committee
Is a qualified actuary, CFA, and FSCA-approved valuator with over 30 years of
experience in the retirement fund industry. She spent much of her career as a
senior investment consultant to trustee boards of some of South Africa's largest
funds, advising on investment strategy, risk management, and long-term growth.
Bev currently serves on the Boards of the Public Investment Corporation and
AVBOB, where she brings her deep expertise in governance, investment oversight,
and regulatory compliance. She has played a pivotal role in shaping strategic
investment decisions, ensuring robust risk frameworks, and supporting
sustainable value creation for trustees, members, and investors.
Her extensive technical knowledge, combined with hands-on governance experience
and a strong focus on long-term outcomes, positions her to deliver meaningful
impact in driving shareholder confidence and sustainable growth.
Lindiwe Montshiwagae
Independent Non-Executive Director
Chairperson: Social, Ethics and Compliance committee
Is an accomplished executive who recently completed an Executive MBA at BI
Norwegian Business School (Norway), adding to her over 30 years of experience
spanning mining, banking, and auditing. She holds an MCom in Financial
Management and a BCompt (Hons).
During her 13 years at Royal Bafokeng Platinum, Lindiwe played a key role in the
company's growth and transformation, contributing to its IPO, capital-raising
transactions, and acquisitions. She served as a permanent invitee to the Board,
Audit & Risk, and Social & Ethics Committees, gaining extensive governance and
strategic decision-making experience. Internationally, she represented RBPlat on
the boards of the World Platinum Investment Council (UK) and the Platinum
Jewellery Development Association.
Lindiwe brings a strong background in strategy, ESG and sustainability, investor
relations, and stakeholder engagement, combining financial acumen with a
purpose-driven leadership style to deliver long-term value for shareholders and
stakeholders.
Malande Tonjeni
Independent Non-Executive Director
Chairperson: Audit and Risk committee
Is a Chartered Accountant (SA), having qualified in 2002, and a seasoned
executive, Certified Director(R) and Professional Retirement Fund Trustee with
extensive experience across the financial services, mining, energy,
manufacturing, water, healthcare, construction and retirement fund sectors.
She brings significant expertise in business and financial management, strategy
development and implementation, corporate governance, risk management, audit
oversight, operations management, and financial and integrated reporting. In
addition to her executive leadership and board experience, Malande has served as
a trustee of various provident and pension funds, currently acting as an
Independent Trustee of umbrella retirement funds and having chaired both
Investment and Audit Committees.
Her extensive governance, financial and strategic leadership experience enables
her to provide valuable oversight and contribute meaningfully to the Company's
long-term growth and sustainability objectives, stakeholder engagement,
combining financial acumen with a purpose-driven leadership style to deliver
long-term value for shareholders and stakeholders.
Llewellyn Delport
Independent Non-Executive Director
Chairperson: Safety and Technical committee
Is a seasoned Executive and Non-Executive Director with over 30 years of
experience driving strategy, turnarounds, and value creation in the mining and
energy sectors across multiple countries. He has a proven track record of taking
projects from greenfield stages to profitability, delivering shareholder value,
and leading sustainable growth initiatives.
As a Non-Executive Director and former CEO of Trans Hex Group Ltd. Llewellyn
combines operational expertise with strategic insight, advising boards on
high-impact decisions, risk management, and long-term value creation. He brings
extensive industry knowledge, a strong professional network, and the ability to
identify and execute growth opportunities, optimise operations, and enhance
corporate governance - ultimately strengthening investor confidence.
Neal Froneman
Non-Executive Director
Chairperson: Board of Directors, Nominations and Governance committee
Neal's career spans 40 years in the mining and minerals industry. In the initial
period after graduating, he worked through the ranks at Gold Fields, Harmony and
JCI gaining valuable practical experience in the engine room of mining. In April
2003, Neal was appointed CEO of Aflease Gold which, through a series of reverse
take-overs, became Gold One International in May 2009. During this period, he
was primarily responsible for spinning out the company's uranium assets to
create Uranium One.
He was appointed executive director and CEO of Sibanye-Stillwater on 1 January
2013. Over the past twelve years he has led the transformation of
Sibanye-Stillwater from a 1.5Moz South Africa-based gold miner into a leading
diversified metals producer with an international operating footprint. The
company ranks as the world's top primary producer of PGM metals with a leading
position in tailings reprocessing and precious metals recycling. Under Neal's
leadership, Sibanye-Stillwater has begun extending its reach into the emerging
battery metals critical minerals sector. Neal recently announced that he would
be stepping down as CEO of Sibanye-Stillwater at the end of September 2025. He
intends to continue in non-executive roles while also enjoying time spent with
his family and pursuing his personal interests. Since 2021, Neal has been
appointed as a member of the Wits Foundation Board of Governors. He also served
on the council of the International Council of Mining and Metallurgy (ICMM) and
currently serves on the World Gold Council, having been elected as chairman of
the World Gold Council during 2023.
He currently serves as both a director and chairman of Business Against Crime
SA, a non-profit organisation that drives a coordinated business sponsored
programme of work supporting the national strategy to combat crime and
corruption in South Africa.
20 October 2026
Stellenbosch
Designated Advisor: Bridge Capital Advisors Proprietary Limited
Date: 20/10/2026 12:47:00
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