BOWLER METCALF LIMITED - Results of Annual General Meeting

Results of Annual General Meeting

Bowler Metcalf Limited
(Registration number 1972/005921/06)
Share code: BCF      ISIN number: ZAE000030797
(“the Company”)


RESULTS OF ANNUAL GENERAL MEETING (“AGM”)


The board of directors is pleased to announce the results of the Company’s AGM held today,
Thursday, 7 November 2019, where all the resolutions proposed at the AGM were passed by the
requisite number of shareholders.

The following information is provided:

Total number of issued ordinary shares:                                                     80 114 674
Number of ordinary shares represented at the meeting:                                       64 068 212
Number of ordinary shares eligible to vote (excluding 6 372 881 treasury shares):           57 695 331
Percentage of total ordinary shares represented at the meeting:                                 79.97%

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

Resolution                                           For       Against           Abstain          Total
                                             (% of total    (% of total      (% of total      number of
                                             votes cast)    votes cast)     issued share     votes cast
                                                                                capital)     (excluding
                                                                                           abstentions)
Ordinary resolution No 1:
Approval of annual financial statements       57 681 228         8 500            5 565      57 689 728
                                                  99.99%         0.01%            0.01%
Ordinary resolution No 2:
Endorsement of remuneration policy            42 711 996     4 919 564       10 063 733      47 631 560
                                                  89.67%        10.33%           12.56%
Ordinary resolution No 3:
Endorsement of the implementation             36 469 732    11 158 328       10 067 233      47 628 060
report of the remuneration policy                 76.57%        23.43%           12.57%

Ordinary resolution No 4:
Re-Election of director – Craig               57 681 728         8 500            5 065      57 690 228
MacGillivray                                      99.99%         0.01%            0.01%

Ordinary resolution No 5:
Re-Election of director – Brian Frost         53 999 081     3 691 147            5 065      57 690 228
                                                  93.60%         6.40%            0.01%
Ordinary resolution No 6:
Director’s authority to negotiate and         57 681 728         8 500            5 065      57 690 228
sign.                                             99.99%         0.01%            0.01%

Ordinary resolution No 7:
Reappointment of auditors                     39 608 727     8 025 833       10 060 733      47 634 560
                                                  83.15%        16.85%           12.56%
Ordinary resolution No 8.1:
Re-Election of Audit and Risk Committee       57 681 728         8 500            5 065      57 690 228
member – Craig MacGillivray                       99.99%         0.01%            0.01%

Ordinary resolution No 8.2:
Re-Election of Audit and Risk Committee       53 267 818     4 422 410            5 065      57 690 228
member – Brian Frost                              92.33%         7.67%            0.01%

Ordinary resolution No 8.3:
Re-Election of Audit and Risk Committee       57 681 228         8 500            5 565      57 689 728
member - Sarah Gillett                            99,99%         0.01%            0.01%

Special resolution No 1:
General authority to repurchase shares        57 681 228         8 500            5 565      57 689 728
                                                  99,99%         0.01%            0.01%
Special resolution No 2:
Provision of financial assistance             57 681 228         8 500            5 565      57 689 728
                                                  99,99%         0.01%            0.01%
Special resolution No 3:
Non-executive directors’ fees                 48 592 092     8 604 222          498 979      57 196 314
                                                  84.96%        15.04%            0.62%


Cape Town
7 November 2019

Sponsor
Arbor Capital Sponsors Proprietary Limited

Date: 07/11/2019 03:41:00
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