CALGRO M3 HOLDINGS LIMITED - Results of the annual general meeting and changes to the board

Results of the annual general meeting and changes to the board

CALGRO M3 HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/027663/06)
JSE Share code: CGR
ISIN: ZAE000109203
Company Alpha Code: CGRI1
LEI: 3789003B0859E9438F25
("Calgro M3" or "the Company" or "the Group")

RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD

RESULTS OF THE ANNUAL GENERAL MEETING

Shareholders are hereby advised that the results of the voting at the annual general meeting of the
Company held at 10:00 on Wednesday, 25 June 2025 at the Calgro M3 Boardroom, Calgro M3
Building, Ballywoods Office Park, 33 Ballyclare Drive, Bryanston, Sandton ("AGM"), are as follows:

                                              Votes
                         Votes for          against
                     resolution as    resolution as                       Number of       Number of
                      a percentage     a percentage                    shares voted          shares
                          of total         of total                     at AGM as a    abstained as
Resolutions              number of        number of        Number of     percentage    a percentage
proposed at the       shares voted     shares voted     shares voted   of shares in    of shares in
AGM                         at AGM           at AGM           at AGM         issue*          issue*
Ordinary resolution         95.61%            4.39%       82,624,644         72.24%           0.02%
number 1:
Re-election of Non-
Executive Director
(RP Patmore)
Ordinary resolution         99.99%            0.01%       80,742,345        70.59%            1.66%
number 2:
Confirmation of
appointment of
independent Non-
Executive Director
(K Mzondeki)
Ordinary resolution         94.11%            5.89%       82,624,644        72,24%            0.02%
number 3:
Appointment of new
Non-Executive
Director (LCH Chou)
Ordinary resolution         99.99%            0.01%       82,624,644        72.24%            0.02%
number 4:
Re-appointment of
auditor
Ordinary resolution         99.99%            0.01%       82,624,644        72.24%            0.02%
number 5:
Re-appointment of
Audit and Risk
Committee member
(ME Gama)
Ordinary resolution         99.99%            0.01%       82,624,644        72.24%            0.02%
number 6:
Re-appointment of
Audit and Risk
Committee member
(RB Patmore)
Ordinary resolution         99.99%            0.01%       80,742,345        70.59%            1.66%
number 7:
Appointment of Audit
and Risk Committee
member
(K Mzondeki)
Ordinary resolution         99.97%            0.03%       82,644,644        72.25%            0.00%
number 8:
Re-appointment of
Social and Ethics
Committee member
(ME Gama)
Ordinary resolution         99.97%            0.03%       82,644,644        72.25%            0.00%
number 9:
Re-appointment of
Social and Ethics
Committee member
(T Moodley)
Ordinary resolution         99.97%            0.03%       82,644,644        72.25%            0.00%
number 10:
Re-appointment of
Social and Ethics
Committee member
(S Naicker)
Ordinary resolution         95.92%            4.08%       82,624,644        72.24%            0.02%
number 11:
General payments to
shareholders
Ordinary resolution         85.68%           14.32%       82,624,644        72.24%            0.02%
number 12:
Placing unissued
shares under
Directors' control
Ordinary resolution         81.96%           18.04%       82,624,644        72.24%            0.02%
number 13:
General authority to
issue shares for cash
Ordinary resolution         74.60%           25.40%       82,624,644        72.24%            0.02%
number 14.1:
Non-binding advisory
vote on Calgro M3's
Remuneration Policy
Ordinary resolution         74.60%           25.40%       82,624,644        72.24%            0.02%
number 14.2:
Non-binding advisory
vote on Calgro M3's
Implementation
Report on the
Remuneration Policy
Special resolution          99.95%            0.05%       82,624,644        72.24%            0.02%
number 1:
General authority to
repurchase shares
Special resolution          99.99%            0.01%       82,624,644        72.24%            0.02%
number 2:
Remuneration of
Non-Executive
Directors
Special resolution          99.99%            0.01%       82,624,644        72.24%            0.02%
number 3:
Financial assistance
to related and inter-
related companies
Special resolution          99.95%            0.05%       82,618,544        72.23%            0.02%
number 4:
Financial assistance
for the subscription
and/or purchase of
shares in the
Company or a
related or inter-
related company

Note:
*Total number of shares in issue as at the date of the AGM was 114,381,575 of which 17,915,449 were
treasury shares.

Shareholders are further advised that, as ordinary resolution number 14.1, relating to the non-binding
advisory vote on Calgro M3's Remuneration Policy and ordinary resolution number 14.2 relating to
the non-binding advisory vote on Calgro M3's Implementation Report on the Remuneration Policy,
were voted against by 25% or more of the votes exercised by the Company's shareholders present
in person or represented by proxy at the AGM, an invitation will be extended to such dissenting
shareholders to engage with the Company. The manner and timing of such engagement has not as
yet been finalised and the Company will issue a further announcement shortly setting out such
details.

CHANGES TO THE BOARD OF DIRECTORS OF CALGRO M3 ("the Board")

In line with ordinary resolution 2 above, Ms K Mzondeki's, appointment as an independent non-
executive director has been ratified.

In line with ordinary resolution 3 above, Mr LCH Chou has been appointed as a non-executive
director of the Board. Mr Chou has 20 years of experience in investment and capital allocation with
focus on shareholder centric corporate governance practices. Mr Chou is the Chairman and co-
founder of Sygma Investments & Consulting, a private investment firm based in Cape Town. Sygma
holds interests in international brand distribution, retail, niche logistics and investments in marketable
securities and treasury management. Previously, Mr Chou served as CEO of Snowball Wealth, a
private investment company that was ultimately acquired by Conduit Capital Limited. Mr Chou
currently serves as CEO of Conduit Capital Limited. The abovementioned appointment was made
in accordance with the Board nomination policy.

In compliance with paragraph 3.59 of the JSE Limited Listings Requirements and paragraph 6.42 of
the Debt and Specialist Securities Listings Requirements, shareholders are advised that Mr Wayne
Williams has resigned from the Board and as an Executive Director of the Group, to pursue other
interests, and will serve a 3-month notice period, with his employment coming to an end on
30 September 2025.

Mr Williams, a qualified attorney, served on the Board from 1 June 2015 adding strategic value to
commercial and legal matters, acquisitions, transaction structuring and contract negotiations. The
Board would like to express its sincere gratitude to Mr Williams for his significant contributions to the
Group through his tenure and wishes him well for his future endeavours.


Johannesburg
26 June 2025

Equity and Debt Sponsor
PSG Capital

Date: 26-06-2025 11:25:00
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