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Report on proceedings at the annual general meeting
Mpact Limited
(Incorporated in the Republic of South Africa)
(Registration number 2004/025229/06)
JSE share code: MPT ISIN: ZAE000156501
("Mpact" or "the Company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the Annual General Meeting ("AGM") of the Shareholders of Mpact held on
Thursday, 06 June 2024, all the Ordinary resolutions proposed were approved by
the requisite majority of votes. All the Special resolutions and the non-binding
advisory votes 1 and 2 did not obtain the requisite number of votes.
Mpact confirms the voting statistics from the AGM as follows:
Votes cast Shares Shares
disclosed as a voted abstained
percentage in disclosed disclosed
relation to the as a as a
total number of Number of percentage percentage
Resolutions shares voted at shares in in
the AGM voted relation relation
to the to the
total total
issued issued
For Against shares* shares*
Ordinary resolution 1.1.
Re-election of DG Wilson 60,19% 39,81% 126 360 193 84,55% 0,23%
Ordinary resolution 1.2.
Withdrawn
Ordinary resolution 1.3.
Re-election of FC Futwa 60,19% 39,81% 126 360 193 84,55% 0,23%
Ordinary resolution 2.1.
Election of DG Wilson as
Audit and Risk Committee
member 60,19% 39,81% 126 360 193 84,55% 0,23%
Ordinary resolution 2.2.
Withdrawn
Ordinary resolution 2.3.
Election of PCS Luthuli as
Audit and Risk Committee
member 60,19% 39,81% 126 360 193 84,55% 0,23%
Ordinary resolution 2.4
Election of FC Futwa as
Audit and Risk Committee
member 60,09% 39,91% 126 032 423 84,33% 0,45%
Ordinary resolution 3:
Appointment of PWC as
auditors 60,19% 39,81% 126 360 193 84,55% 0,23%
Non-binding advisory vote
1: Remuneration policy 48,82% 51,18% 126 360 193 84,55% 0,23%
Non-binding advisory vote
2: Implementation report 48,82% 51,18% 126 360 193 84,55% 0,23%
Special resolution 1:
General authority to
repurchase shares 60,04% 39,96% 126 360 193 84,55% 0,23%
Special resolution 2:
General authority to
provide financial
assistance 59,22% 40,78% 126 360 193 84,55% 0,23%
Special resolution 3: non-
executive directors'
remuneration 59,22% 40,78% 126 360 193 84,55% 0,23%
• *Total number of shares in issue 149 453 688
• Total number of shares represented (including
proxies) at the Annual General Meeting 126 711 358
• Proportion of total voteable shares
represented at the Annual General Meeting 84.78%
Notes:
Shareholders are advised that the non-binding advisory votes 1 and 2 (the
Remuneration Policy and the Implementation Report, respectively), and all the
Special resolutions did not receive the required 75% approval from Mpact's
shareholders present in person or represented by proxy at the AGM.
Special resolution 2 which sought to renew Mpact's existing general authority to
provide financial assistance to its subsidiaries and other related and inter-
related entities in terms of sections 44 and 45 of the Companies Act did not
receive the required 75% approval. Since shareholders have again voted against
Special resolution 2, Mpact Limited currently has no standing authority to provide
financial assistance to subsidiaries in the Group. The Group's existing borrowing
facilities remain in place and are unaffected by the absence of the general
authority to provide financial assistance. Should additional funding be required,
Mpact Operations Proprietary Limited ("Mpact Operations"), or any other Mpact
subsidiary, remains able to raise additional loan funding without an Mpact Limited
guarantee.
Special resolution 3 regarding non-executive directors' remuneration did not
receive the required 75% approval. The non-executive Directors will continue to
serve on the Board of Directors of Mpact Operations, in which capacity they will
continue to attend to the governance of Mpact Operations and its subsidiaries. In
their capacity as non-executive Directors of Mpact Operations, they are
remunerated for services rendered to Mpact Operations. However, they do not receive
any remuneration in respect of their ongoing services to Mpact Limited.
The Board is committed to engaging with shareholders regarding these matters and
invites shareholders to engage with the Company in the following manner:
1. Shareholders are invited to forward their questions on the Remuneration Policy
and the Implementation Report, and any other matter, to the Group Company
Secretary in writing to cosec@mpact.co.za by close of business on Friday, 14
June 2024.
2. The Board values the opportunity to engage with shareholders to understand
and address their questions and will schedule a meeting with these
shareholders at a suitable date and time.
Melrose Arch
07 June 2024
Sponsor
The Standard Bank of South Africa Limited
Date: 07-06-2024 10:52:00
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