BRAINWORKS LIMITED - Results of the Annual General Meeting

Results of the Annual General Meeting

Brainworks Limited
(Incorporated in the Republic of Mauritius)
(Registration number: 115883 C1/GBL)
Share Code: BWZ ISIN: MU0548S00000
(“Brainworks” or “the Company”)


RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are advised that the following ordinary and special resolutions were approved by the requisite majority of votes, by
ordinary shareholders, at Brainworks’ Annual General Meeting (“AGM”) held on 28 June 2019.

The total number of Brainworks’ ordinary shares in issue is 96 306 195 shares of which 72 719 860 shares were voted at the AGM,
representing 76% of the total issued ordinary shares.

  Resolutions                                                                         Shares voted                         Votes
                                                                                                                       in favour
                                                                                     Number               % (1)             % (2)
  Ordinary resolution number 1                                                     72 719 860            75.51               100
  Adoption of the annual financial statements and reports for the year
  ended 31 December 2018.
  Ordinary resolution number 2                                                     72 719 860            75.51               100
  Re-appointment of PricewaterhouseCoopers Mauritius and
  PricewaterhouseCoopers Chartered Accountants Zimbabwe, as
  independent auditors with the designated auditor being Mr. Clive
  Mukondiwa.
  Re-election of directors:
  Ordinary resolution number 3.1                                                   72 719 860            75.51               100
  Re-election of Mrs. Chipo Mtasa as an independent non-executive
  director.
  Ordinary resolution number 3.2                                                   72 719 860            75.51               100
  Re-election of Ms. Audrey Mamoshoeshoe Mothupi as an
  independent non-executive director.
  Ordinary resolution number 3.3                                                   72 719 860            75.51               100
  Re-election of Mr. Simon Nyarota as an independent non-executive
  director.
  Appointment of members of the Audit and Risk Committee:
  Ordinary resolution number 4.1                                                   72 719 860            75.51               100
  Appointment of Mrs. Chipo Mtasa as a member and Chairperson of
  the Audit and Risk Committee.
  Ordinary resolution number 4.2                                                   72 719 860            75.51               100
  Appointment of Mr. George Sidney John Bennett as a member of
  the Audit and Risk Committee.
  Ordinary resolution number 4.3                                                   72 719 860            75.51               100
  Appointment of Mr. Simon Nyarota as a member of the Audit and
  Risk Committee.
  Ordinary resolution number 5 (3)                                                 72 719 860            75.51               100
  General authority to issue shares for cash.
  Ordinary resolution number 6 (3)                                               72 719 860            75.51          100
  Directors’ authorising resolution.
  Non-binding advisory endorsements:
  Advisory endorsement number 1 (3)                                              72 719 860            75.51          100
  In respect of the Company’s remuneration policy.
  Advisory endorsement number 2 (3)                                              72 719 860            75.51          100
  In respect of the Company’s implementation report.
  Special resolution number 1 (3)                                                72 719 860            75.51          100
  Approval of the non-executive directors’ fees.
  Special resolution number 2                                                    72 719 860            75.51          100
  General authority to repurchase the Company’s shares.

Notes:
1. As a percentage of total ordinary shares in issue.
2. As a percentage of shares voted.
3. Of the votable shares, 2150 shares voted against these resolutions, respectively. The “voted for” percentages in
   respect of these resolutions have therefore been rounded up.
4. There were no abstentions against all the resolutions.

Grand Baie, Mauritius
28 June 2019

Sponsor
Questco Corporate Advisory Proprietary Limited

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