METROFILE HOLDINGS LIMITED - Changes To The Board Of Directors And Board Committees

Changes To The Board Of Directors And Board Committees

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

CHANGES TO THE BOARD OF DIRECTORS AND BOARD COMMITTEES

In compliance with paragraph 3.59 of the JSE Limited Listings
Requirements, the board of directors of Metrofile Holdings (the
“Board”) wishes to advise shareholders of the following changes
to the Board and its committees, effective 30 September 2021:

1.   the resignation of Chris Seabrooke as Chairman of the Board
     and Chairman of the Nominations Committee. Mr Seabrooke will
     continue to serve as a non-executive director and member of
     the Remuneration Committee and Nominations Committee.
     The Board sincerely thanks Mr Seabrooke for his valuable
     contribution and dedication to Metrofile through his tenure
     as Chairman for 18 years and looks forward to his continued
     engagement and commitment as a non-executive director.

2.   the appointment of Phumzile Langeni as Chairman of the Board
     and Chairman of the Nominations Committee. Ms Langeni will
     resign as Lead Independent Director, Chairman of the
     Remuneration Committee and member of the Audit, Governance
     and Risk Committee. She will remain a member of the Social,
     Ethics and Transformation Committee and Remuneration
     Committee.

     Ms Langeni’s CV is contained in the 2020 annual report. She
     has advised the Board of two changes. She will resign as
     independent Chairman and as a director of Mineworkers
     Investment Company (RF) (Pty) Limited on 29 September 2021
     and as an independent director of Transaction Capital Limited
     on 30 September 2021.

     The Board welcomes the appointment of Ms Langeni as its new
     Chairman and looks forward to her guidance and experience
     going forward.

3.   the appointment of Andile Khumalo (43)(BCom(Accounting), Post
     Graduate Diploma in Accounting, CA(SA)) as a non-executive
     director and member of the Audit, Governance and Risk
     Committee.

     Mr Khumalo is Chief Executive Officer of KhumaloCo (Pty)
     Limited, an investment firm with a focus on technology,
     media, telecommunications, financial services and venture
     capital. He also serves as non-executive chairman of investee
     companies, Brave Group (Pty) Limited and Ince (Pty) Limited
     in addition to his other non-executive roles as chairman of
     the South African National Parks Investment Committee,
     independent Audit Committee member of Amplats Group Provident
     Fund, Investment Committee member of Kisby Fund as well as a
     fellow of the Centre for African Management and Markets at
     The Gordon Institute of Business Science (GIBS).

4.   the appointment of Thabo Seopa (57)(BCom(Accounting), Higher
     Diploma in Tax Law, Diploma in Finance and Diploma in
     Management) as a non-executive director and member of the
     Audit, Governance and Risk Committee and Social, Ethics and
     Transformation Committee.

     Mr Seopa is Chief Executive Officer of Awande Investment
     Managers which he co-founded, non-executive director of Lima
     Mbeu, trustee of Children’s Hospital Foundation Trust and
     non-executive director of Hilton College. He was previously
     Chief Executive Officer of Trudon (Pty) Limited, director of
     Corporate Finance of UBS and associate director of Corporate
     Finance of HSBC.

5.   the resignation of Graham Wackrill as non-executive director.
     Mr Wackrill has played a vital role in the Metrofile business
     over the past 18 years. The Board thanks Mr Wackrill for his
     considerable contribution and commitment and wish him well.

6.   The appointment of Lindiwe Mthimunye as Chairman of the
     Remuneration Committee.

7.   The appointment of Sindi Zilwa as Lead Independent Director
     and member of the Nominations Committee, and resignation as a
     member of the Social, Ethics and Transformation Committee.
8.   The establishment of a Strategy and Investment Committee.

     Following the implementation of the Board changes, the Board
     committees will be reconstituted as follows, effective
     30 September 2021. The Board welcomes committee members into
     their new roles.

   Audit, Governance and Risk Committee
   Sindiswa Victoria Zilwa (Chairman)
   Andile Khumalo
   Lindiwe Evarista Mthimunye
   Stanley Thabo Moloko Seopa

   Nominations Committee
   Phumzile Langeni (Chairman)
   Mary Sina Bomela
   Christopher Stefan Seabrooke
   Sindiswa Victoria Zilwa

   Remuneration Committee
   Lindiwe Evarista Mthimunye (Chairman)
   Mary Sina Bomela
   Phumzile Langeni
   Christopher Stefan Seabrooke

   Social, Ethics and Transformation Committee
   Mary Sina Bomela (Chairman)
   Phumzile Langeni
   Shivan Mansingh
   Lindiwe Evarista Mthimunye
   Stanley Thabo Moloko Seopa
   Pfungwa Gore Serima

   Strategy and Investment Committee
   Mary Sina Bomela (Chairman)
   Phumzile Langeni
   Shivan Mansingh
   Christopher Stefan Seabrooke
   Pfungwa Gore Serima


Illovo
14 July 2021

Sponsor
The Standard Bank of South Africa Limited

Date: 14-07-2021 01:52:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.