MOTUS HOLDINGS LIMITED - Results of Annual General Meeting, Business Update and Change to the Board

Results of Annual General Meeting, Business Update and Change to the Board 

MOTUS HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2017/451730/06)
Share code: MTH ISIN: ZAE000261913
Debt code: MTHI
(“Motus” or “the Company”)

RESULTS OF ANNUAL GENERAL MEETING, BUSINESS UPDATE AND CHANGE TO THE BOARD

RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that, at the annual general meeting of Motus held today, 2 November 2026, all the resolutions as
set out in the notice of annual general meeting were passed by the requisite majority of shareholders.

The total number of voting shares represented in person or by proxy was 135 461 486, representing 77.16% of the total issued
share capital of the same class of the company’s shares.

The resolutions proposed at the meeting, together with the percentage of votes carried for and against each resolution, as
well as the percentage of shares abstained, are set out below:

                                                                                        % of votes
                                                                                           carried    % of votes
                                                        Number of    % of shares           for the   against the    % of shares
 Resolution                                           shares voted     in issue1       resolution2   resolution2     abstained1
 
 Ordinary resolution 1: Election of retiring non-                -             -                 -             -              -
 executive directors:
 
 Ordinary resolution 1.1: To re-elect                  128 034 659          72.93            99.25          0.75           4.23
 Mr. SN Maseko as a non-executive director

 Ordinary resolution 1.2: To re-elect                  135 461 486          77.16            99.48          0.52           0.00
 Mr. SS Ntsaluba as a non-executive director                                       
 
 Ordinary resolution 1.2: To re-elect                  135 461 486          77.16           100.00          0.00           0.00
 Mr. JN Potgieter as a non-executive director                                     
 
 Ordinary resolution 2: Election of the members                  -              -                -             -              -
 of the Audit and Risk Committee                                                    
 
 Ordinary resolution 2.1: Mr. SS Ntsaluba              135 461 486          77.16            99.51          0.49           0.00
 
 Ordinary resolution 2.2: Mr. S Mayet                  135 461 486          77.16            99.75          0.25           0.00

 Ordinary resolution 2.3: Mr. JN Potgieter             135 461 486          77.16           100.00          0.00           0.00

 Ordinary resolution 2.4: Ms. F Roji-Nodolo            135 461 486          77.16           100.00          0.00           0.00

 Ordinary resolution 3: Election of members of                   -              -                -             -              -                                            
 the Social, Ethics and Sustainability Committee

 Ordinary resolution 3.1: Ms. F Roji-Nodolo            135 461 486           77.16          100.00          0.00           0.00

 Ordinary resolution 3.2: Ms. LJ Sennelo               135 461 486           77.16          100.00          0.00           0.00

 Ordinary resolution 3.3: Mr. OJ Janse van             135 461 486           77.16          100.00          0.00           0.00
 Rensburg                                               

 Ordinary resolution 4: Re-appointment of
 PricewaterhouseCoopers Inc. as external
 auditor for the ensuing year, with                    135 461 486           77.16          100.00          0.00           0.00
 Mr. Thomas Howatt as designated
 audit partner

 Ordinary resolution 5: Authority to issue             135 461 486           77.16           82.65         17.35           0.00
 ordinary shares                       

 Ordinary resolution 6: Approval of the Group’s
 remuneration policy                                   135 461 486           77.16           88.70         11.30           0.00

 Ordinary resolution 7: Approval of the Group’s
 remuneration report                                   128 034 916           72.93           87.76         12.24           4.23

 Ordinary resolution 8: General authority to
 repurchase company securities                         135 461 486           77.16           99.93          0.07           0.00

 Ordinary resolution 9: Delegation of authority        135 461 486           77.16          100.00          0.00           0.00

 Special resolution 1: Non-executive directors’
 remuneration                                                    -               -               -             -              -

 Special resolution 1.1: Chairperson                   135 461 386           77.16           99.73          0.27           0.00

 Special resolution 1.2: Deputy Chairperson            135 461 386           77.16           99.87          0.13           0.00

 Special resolution 1.3: Board member                  135 461 386           77.16           99.34          0.66           0.00

 Special resolution 1.4: Asset and Liabilities
 Committee Chairperson                                 135 461 386           77.16           99.87          0.13           0.00

 Special resolution 1.5: Asset and Liabilities
 Committee member                                      135 461 386           77.16           99.73          0.27           0.00

 Special resolution 1.6: Audit and Risk
 Committee Chairperson                                 135 461 386           77.16           98.97          1.03           0.00

 Special resolution 1.7: Audit and Risk
 Committee member                                      135 461 386           77.16           99.73          0.27           0.00

 Special resolution 1.8: Remuneration
 Committee Chairperson                                 135 461 386           77.16           99.73          0.27           0.00

 Special resolution 1.9: Remuneration
 Committee member                                      135 461 386           77.16           99.73          0.27           0.00

 Special resolution 1.10: Nomination Committee
 Chairperson                                           135 461 386           77.16           99.87          0.13           0.00

 Special resolution 1.11: Nomination Committee
 member                                                135 461 386           77.16           99.87          0.13           0.00

 Special resolution 1.12: Social, Ethics and
 Sustainability Committee Chairperson                  135 461 386           77.16           99.87          0.13           0.00

 Special resolution 1.13: Social, Ethics and
 Sustainability Committee member                       135 461 386           77.16           99.87          0.13           0.00

 Special resolution 2: Authority to provide
 financial assistance to related Group entities in     135 461 386           77.16           98.74          1.26           0.00
 terms of section 44

 Special resolution 3: Authority to provide
 financial assistance to related Group entities in     135 461 386           77.16           98.71          1.29           0.00
 terms of section 45

1 Based on 175 563 264 shares in issue at the date of the annual general meeting.

2 Disclosed as a percentage of voteable shares.

BUSINESS UPDATE

Shareholders are further advised that Ockert Janse van Rensburg, the Chief Executive Officer of Motus, provided an
update on Motus’ performance for the first three months of the 2027 financial year during the Annual General Meeting.
Please refer to the detail shared, which is available on the Motus website: https://www.motus.co.za/wp-
content/uploads/2026/11/Motus_AGM_Business-Update_2-November_2026.pdf

CHANGE TO THE BOARD

Mr Tertius Carstens (Tertius) has been appointed as an independent non-executive director to the Board and as a member
of the Social, Ethics and Sustainability Committee and the Assets and Liabilities Committee effective 1 January 2027.
Tertius is a seasoned professional with diverse experience in fast-moving consumer goods (FMCG), including milling,
baking, beverages, and packaged foods manufacturing and distribution. He currently serves as a non-executive director
of Libstar Holdings Ltd and Buttanutt (Pty) Ltd.

He has served as Chief Executive Officer at Pioneer Foods Group Limited (Pioneer Foods, later PepsiCo South Africa) from
2017 to 2023. He has also served as a non-executive director on various related FMCG joint ventures in South Africa and
internationally.

The Board hereby confirms that a fit and proper assessment has been undertaken on Tertius and it is satisfied with the
outcome thereof. Motus further confirms that there are no positive statements to report in respect of the integrity
information contained in the director’s declaration.

The Board wishes Tertius well in his new role at Motus.


Bedfordview
02 November 2026


Company Secretary
NE Simelane

Sponsor
Investec Bank Limited
Date: 02/11/2026 03:25:00
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