JSE LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2005/022939/06)
Share code: JSE
ISIN: ZAE000079711
LEI: 213800MZ1VUQEBWRFO39
("JSE" or “the Company”)


REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING AND CHANGE TO DIRECTOR RESPONSIBILITIES

Report on proceedings at the annual general meeting

At the 18th annual general meeting (“AGM”) of the shareholders of the JSE held on Tuesday, 9 May 2023 all the ordinary and special resolutions proposed at the AGM
were approved by the requisite majority of votes. In this regard, the Company confirms the voting statistics from the AGM as follows:



                                                                   Votes disclosed as a percentage in      Number of          Shares voted          Shares
                                                                    relation to the total number of       shares voted       disclosed as a       abstained
                                                                       shares voted at the AGM                               percentage in      disclosed as a
                                                                                                                             relation to the    percentage in
  Resolutions
                                                                                                                               total issued      relation to
                                                                        For              Against                             share capital*       the total
                                                                                                                                                issued share
                                                                                                                                                   capital*
  Ordinary resolutions

  1      To elect Ms Fawzia Suliman as a director                     99,99%              0,01%            68 458 358            78,80%             0,33%

  2.1    To re-elect Ms Siobhan Cleary as a director                   100%               0,00%            68 458 358            78,80%             0,33%

  2.2    To re-elect Dr Leila Fourie as a director                     100%               0,00%            68 456 358            78,80%             0,34%
3      To re-appoint Ernst & Young Inc as the independent
       auditors of the Company for the ensuing year and Mr
                                                                   99,85%   0,15%   68 456 358   78,80%   0,34%
       Kuben Moodley as the designated auditor for the ensuing
       year

4.1    To re-appoint Dr Suresh Kana to serve as a member and
       chairman of the Group Audit Committee                       95,05%   4,95%   68 456 258   78,80%   0,34%

4.2    To re-appoint Ms Faith Khanyile to serve as a member
       of the Group Audit Committee                                99,95%   0,05%   68 458 258   78,80%   0,33%

4.3    To re-appoint Ms Zarina Bassa to serve as a member of
       the Group Audit Committee                                   97,93%   2,07%   68 456 257   78,80%   0,34%

5      Authorisation for a director or Group Company
       Secretary of the Company to implement resolutions           99,99%   0,01%   68 459 915   78,80%   0,33%

6      Non-binding advisory vote on the remuneration policy
       of the Company                                              90,60%   9,40%   68 364 817   78,69%   0,44%

7      Non-binding advisory vote on the implementation
       report as set out in the remuneration report of the         90,87%   9,13%   68 364 820   78,69%   0,44%
       Company
Special resolutions

8      Special Resolution 1: General authority to repurchase
       shares                                                      96,28%   3,72%   68 422 716   78,76%   0,37%

9      Special Resolution 2: General authority to provide
       financial assistance to subsidiaries in terms of sections   98,72%   1,28%   68 439 736   78,78%   0,35%
       44 and 45 of the Companies Act

10     Special Resolution 3: Non-executive directors’
       emoluments for 2023                                         91,19%   8,81%   68 349 432   78,67%   0,46%
* Total issued share capital is 86 877 600 shares

The special resolutions will, where necessary, be lodged for registration with the Companies and Intellectual Property Commission in due course.


Changes to directors’ responsibilities

Shareholders are advised, in accordance with the provisions of paragraph 3.59 of the JSE Listings Requirements, that the following changes to directors’ responsibilities
took effect at the AGM:

    −   Dr M. Matooane retired as an independent non-executive director, in accordance with the JSE’s policy on non-executive director tenure, having served a
        10-year term.

    −   Ms F Suliman was elected to the Board as an executive director, having been appointed as Group Chief Financial Officer on 9 January 2023.


Sandton
10 May 2023

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)