METROFILE HOLDINGS LIMITED - Results of annual general meeting

Results of annual general meeting

Metrofile Holdings Limited
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
Share code: MFL
ISIN: ZAE000061727
("Metrofile Holdings")

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that the voting results for the annual general
meeting (“AGM”) of Metrofile Holdings held today were as follows, noting
the withdrawal by the Company of Ordinary Resolution 3.4 re-appointing
C S Seabrooke as a member of the Audit, Governance and Risk Committee and
the Board making the commitment of freezing non-executive directors’ fees
for two years:

Resolution             Number of    Percentage   For**   Against   Abstained
                          shares     of shares       %        **           *
                           voted     in issue*                 %           %
                                             %
Ordinary             300 735 081         69.11   87.10     12.90       0.11
resolution 1.1:
Re-election of
C S Seabrooke
Ordinary             300 735 081        69.11    87.10     12.90       0.11
resolution 1.2:
Re-election of
G D Wackrill
Ordinary             300 735 081        69.11    99.88      0.12       0.11
resolution 1.3:
Re-election of
SV Zilwa
Ordinary             300 620 481        69.09    99.94      0.06       0.13
resolution 2:
Election of
MZ Abdulla
Ordinary             300 735 081        69.11    99.88      0.12       0.11
resolution 3.1:
Election of Audit,
Governance and
Risk Committee
member – SV Zilwa
Ordinary             300 735 081        69.11    97.84      2.16       0.11
resolution 3.2:
Election of Audit,
Governance and
Risk Committee
member – P Langeni
Ordinary             300 735 081        69.11    99.90      0.10       0.11
resolution 3.3:
Election of Audit,
Governance and
Risk Committee
member –
LE Mthimunye
Ordinary             300 536 131   69.07   99.23   0.77    0.15
resolution 4:
Re-appointment of
Deloitte & Touche
as external
independent
auditors
Ordinary             300 655 631   69.09   87.71   12.29   0.12
resolution 5:
General authority
to directors to
allot and issue
ordinary shares
Ordinary             300 663 581   69.10   79.45   20.55   0.12
resolution 6:
Non-binding
advisory
endorsement of the
Metrofile
Remuneration
Policy and
Implementation
Report
Special resolution   300 427 774   69.04   92.31   7.69    0.18
1:
Remuneration of
non-executive
directors
Special resolution   300 668 631   69.10   99.87   0.13    0.12
2:
General authority
to acquire the
Company’s own
shares
Special resolution   300 668 631   69.10   92.38   7.62    0.12
3:
Authority to allot
and issue ordinary
shares pursuant to
CSP
Special resolution   300 661 631   69.10   91.52   8.48    0.12
4:
General authority
to directors to
issue ordinary
shares for cash
Special resolution   300 654 631   69.09   99.32   0.68    0.12
5:
General authority
to provide
financial
assistance in
terms of Section
44 and 45 of the
Companies Act
Ordinary            300 741 131       69.11    99.90     0.10      0.10
resolution 7:
Directors’
authority to
implement special
and ordinary
resolutions

*Based on 435 140 268 ordinary shares in issue at the date of the AGM.
**In relation to the total number of shares voted at the AGM.

Based on the above results, all resolutions were passed by the requisite
majority of Metrofile Holdings shareholders present in person or
represented by proxy at the AGM.

Johannesburg
28 November 2018

Sponsor
The Standard Bank of South Africa Limited

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