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Results of Annual General Meeting (AGM)
MOMENTUM METROPOLITAN HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 2000/031756/06
ISIN Code: ZAE000269890
JSE Share Code: MTM
A2X Share Code: MTM
NSX Share Code: MMT
("MMH" or the "Company")
Results of Annual General Meeting (AGM)
MMH advises its shareholders that all the ordinary and special resolutions proposed in the
notice of the AGM dated 29 September 2023, and tabled at the Company's AGM held on Thursday,
23 November 2023, were passed by the requisite majority of votes cast by the shareholders of
the Company. The voting details with respect to the proposed resolutions are as follows:
Number of Percentage
shares voted shares Percentage Percentage Percentage
Resolution
(excluding voted*(excluding For** Against** Abstained*
abstentions) abstentions)
Ordinary Resolution 1.1: Election
1 078 761 798 76.63% 99.97% 0.03% 1.98%
of Dr Ann Frances Leautier
Ordinary Resolution 1.2: Election
1 078 761 798 76.63% 99.92% 0.08% 1.98%
of Mr Phillip Matlakala
Ordinary Resolution 1.3: Election
1 078 761 798 76.63% 99.93% 0.07% 1.98%
of Mr Devrajh Tyrone Soondarjee
Ordinary Resolution 2.1: Re-
election of directors: Mr Peter 1 078 761 798 76.63% 96.82% 3.18% 1.98%
Cooper
Ordinary Resolution 2.2: Re-
election of directors: Mr Paballo 1 078 761 798 76.63% 99.92% 0.08% 1.98%
Joel Makosholo
Ordinary Resolution 3: Re-
appointment of Ernst & Young Inc.
as external Auditors, with 1 078 764 216 76.63% 99.94% 0.06% 1.98%
Ms Cornea de Villiers as the
designated audit partner
Ordinary Resolution 4.1: Re-
appointment of audit committee 1 078 761 798 76.63% 99.12% 0.88% 1.98%
member and chair: Ms Linda de Beer
Ordinary Resolution 4.2: Re-
appointment of audit committee 1 078 761 798 76.63% 99.36% 0.64% 1.98%
member: Mr Nigel John Dunkley
Ordinary Resolution 4.3: Re-
appointment of audit committee 1 078 761 798 76.63% 99.02% 0.98% 1.98%
member: Mr Thanaseelan Gobalsamy
Ordinary Resolution 4.4: Re-
appointment of audit committee 1 078 761 798 76.63% 99.92% 0.08% 1.98%
member: Mr David James Park
Ordinary Resolution 4.5:
Appointment of audit committee
1 078 761 798 76.63% 99.93% 0.07% 1.98%
member: Mr Devrajh Tyrone
Soondarjee
Ordinary Resolution 5:
Implementation of ordinary and 1 078 764 216 76.63% 99.94% 0.06% 1.98%
special resolutions
Ordinary Resolution 6: Passing of
non-binding advisory vote on MMH 1 078 764 216 76.63% 77.64% 22.36% 1.98%
Remuneration Policy
Ordinary Resolution 7: Passing of non-
binding advisory vote on MMH 1 078 764 216 76.63% 57.71% 42.29% 1.98%
Implementation Report
Special Resolution 1: Amendment of the
Company's memorandum of incorporation 1 078 761 798 76.63% 94.67% 5.33% 1.98%
('MOI')
Special Resolution 2: General authority
1 078 698 150 76.63% 100.00% 0.00% 1.98%
to repurchase Company shares
Special Resolution 3: Approval to
provide financial assistance in terms
1 078 764 216 76.63% 98.71% 1.29% 1.98%
of sections 44 and 45 of the Companies
Act
Special Resolution 4: Non-executive
directors' fees
4.1 Board Chair 1 078 752 698 76.63% 98.95% 1.05% 1.98%
4.2 Non-executive Director 1 078 752 698 76.63% 98.60% 1.40% 1.98%
4.3 Actuarial Committee Chair 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.4 Actuarial Committee Member 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.5 Audit Committee Chair 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.6 Audit Committee Member 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.7 Fair Practices Committee Chair 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.8 Fair Practices Committee Member 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.9 Investments Committee Chair 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.10 Investments Committee Member 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.11 Nominations Committee Chair 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.12 Nominations Committee Member 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.13 Remuneration Committee Chair 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.14 Remuneration Committee Member 1 078 752 698 76.63% 99.84% 0.16% 1.98%
4.15 Risk, Capital and Compliance
1 078 752 698 76.63% 99.84% 0.16% 1.98%
Committee Chair
4.16 Risk, Capital and Compliance
1 078 752 698 76.63% 97.48% 2.52% 1.98%
Committee Member
4.17 Social, Ethics and Transformation
1 078 752 698 76.63% 99.84% 0.16% 1.98%
Committee Chair
4.18 Social, Ethics and Transformation
1 078 752 698 76.63% 99.84% 0.16% 1.98%
Committee Member
4.19 Ad hoc fee per hour 1 078 752 698 76.63% 79.26% 20.74% 1.98%
4.20 Permanent invitee 1 078 752 698 76.63% 98.95% 1.05% 1.98%
* Based on 1,407 744 273 ordinary plus 28,060,898 preference shares, being the total number
of MMH shares in issue as at record date 17 November 2023
** Based on the number of shares voted, excluding abstentions
Engagement with shareholders regarding Momentum Metropolitan's remuneration implementation
report
As disclosed above, the non-binding advisory resolution on the endorsement of the
remuneration policy achieved 77.64% shareholder support, exceeding the prescribed 75%
majority of votes.
The non-binding advisory resolution on the endorsement of the remuneration implementation
report achieved 57.71% approval from shareholders, therefore not achieving the required 75%
majority of votes.
In terms of the recommendations of the King IV Report on Corporate Governance for South
Africa, 2016 and paragraph 3.84(k) of the JSE Limited Listings Requirements, engagement with
shareholders who voted against the remuneration implementation report, is required.
Momentum Metropolitan has already started engaging with shareholders who indicated concern
with regard to the remuneration implementation report.
We invite any other shareholders who voted against the implementation report to raise their
concerns or recommendations regarding the non-binding advisory resolution, directly with the
Chair of the Remuneration Committee, Mr Peter Cooper, by sending written submissions to the
Group Company Secretary, Ms Gcobisa Tyusha, at email address: gcobisa.tyusha@mmltd.co.za, by
close of business on Friday 8 December 2023. Those shareholders that have already provided
the Company with their concerns and recommendations need not resend these.
Subsequent to receipt of the submissions by shareholders, the Company will provide its
response to these shareholders, including scheduling of engagements with the Chair of the
Remuneration Committee, where required.
Centurion
24 November 2023
Sponsor:
Merrill Lynch South Africa (Pty) Limited t/a BofA Securities
Sponsor in Namibia
Simonis Storm Securities (Pty) Limited
Date: 24-11-2023 03:15:00
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