BOWLER METCALF LIMITED - Results of Annual General Meeting and Confirmation of Appointment of New Auditors

Results of Annual General Meeting and Confirmation of Appointment of New Auditors

BOWLER METCALF LIMITED
(Registration number 1972/005921/06)
Share code: BCF       ISIN number: ZAE000030797
("the Company")

RESULTS OF ANNUAL GENERAL MEETING ("AGM") AND CONFIRMATION OF APPOINTMENT OF NEW AUDITORS

The Board of Directors ("Board") is pleased to announce the results of the Company's AGM held yesterday,
Tuesday, 7 November 2023, where all the resolutions proposed at the AGM, as set out in the notice of AGM
contained in the Company's integrated annual report for the year ended 30 June 2023, were passed by the
requisite majority of shareholders present and voting, in person or by proxy.

The following information is provided:

 Total number of issued ordinary shares:                                                           74 703 569
 Total number of ordinary shares represented at the meeting:                                       53 843 285
 Total number of ordinary shares eligible to vote (excluding 5 926 325 treasury                    47 916 960
 shares):
 Percentage of total ordinary shares represented at the meeting:                                       72.08%

The resolutions proposed at the AGM, together with the percentage of votes carried for and against each
resolution, are set out below:

                                                                                     Abstain      Total number
                                                       For          Against         (% of total   of votes cast
                                                   (% of total     (% of total    issued share     (excluding
Resolution                                         votes cast)     votes cast)       capital)     abstentions)
Ordinary resolution No 1:                          47 916 960           -               -         47 916 960
Approval of annual financial statements             100.00%          0.00%            0.00%          100.00%

Ordinary resolution No 2:                          45 895 019      2 021 941            -         47 916 960
Endorsement of remuneration policy                   95.78%          4.22%            0.00%          100.00%

Ordinary resolution No 3:                          46 396 348      1 520 612           -          47 916 960
Endorsement of the implementation report of          96.83%          3.17%           0.00%           100.00%
the remuneration policy

Ordinary resolution No 4:                          47 253 460       663 500            -          47 916 960
Re-Election of director – Mr Craig MacGillivray      98.62%          1.38%           0.00%           100.00%

Ordinary resolution No 5:                          47 910 960        6 000             -          47 916 960
Director's authority to negotiate and sign           99.99%          0.01%           0.00%           100.00%

Ordinary resolution No 6:                          46 985 219       931 741            -          47 916 960
Appointment of Moore's Cape Town Inc as              98.06%          1.94%           0.00%           100.00%
auditors

Ordinary resolution No 7.1:                        46 427 253      1 489 707           -          47 916 960
Re-Election of Audit and Risk Committee              96.89%          3.11%           0.00%           100.00%
member – Mr Craig MacGillivray

Ordinary resolution No 7.2:                        46 816 512      1 100 448           -          47 916 960
Appointment to Audit and Risk Committee              97.70%          2.30%           0.00%           100.00%
member – Ms Sarah Sonnenberg
Ordinary resolution No 7.3:                        46 159 012      1 757 948           -          47 916 960
Re-Election of Audit and Risk Committee              96.33%          3.67%           0.00%           100.00%
member – Ms Deborah van Duyn

Special resolution No 1:                          47 084 753      832 207             -           47 916 960
General authority to repurchase shares               98.26%         1.74%           0.00%            100.00%

Special resolution No 2:                          47 916 960          -               -           47 916 960
Provision of financial assistance                   100.00%         0.00%           0.00%            100.00%

Special resolution No 3:                          47 259 460      657 500             -           47 916 960
Non-executive directors' fees                        98.63%         1.37%           0.00%            100.00%


Confirmation of appointment of new auditors
As announced on SENS on 1 September 2023, while mandatory audit firm rotation is no longer a
requirement, the Board subscribes to the underlying principles thereof and had engaged in a process of
voluntary audit firm rotation. Accordingly, in terms of paragraph 3.78 of the Listings Requirements of the JSE
Limited and following the approval of Ordinary Resolution 6 referred to above by the requisite majority of
shareholders, the appointment of Moore Cape Town Inc. as the Company's new auditors, with Adele Smit
as audit partner, with effect from 7 November 2023, is confirmed.

Cape Town
8 November 2023

Sponsor
AcaciaCap Proprietary Limited

Date: 08-11-2023 03:11:00
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