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Mpact Limited
(Incorporated in the Republic of South Africa)
(Registration number 2004/025229/06)
JSE share code: MPT ISIN: ZAE000156501
(“Mpact Limited” or “the Company”)
APPOINTMENT OF MPACT LIMITED NON-EXECUTIVE DIRECTORS TO THE BOARD OF MPACT
OPERATIONS PROPRIETARY LIMITED
As notified on SENS on Thursday, 2 June 2022, at the Annual General Meeting
("AGM") of the shareholders of Mpact Limited held on the same day, special
resolution 3 ("Special Resolution 3") regarding non-executive directors’
remuneration was supported by the majority of shareholders, but was not
adopted as it did not receive the required 75% approval. The Company’s
largest shareholder, Caxton and CTP Publishers and Printers Limited
(“Caxton”), opposed the resolution. Accordingly, with effect from 1 July
2022, Mpact Limited is prevented from remunerating its non-executive
directors (“NEDs”). The NEDs agreed to continue serving on the Mpact
Limited board of directors ("Board") without being remunerated in the short
term, while a solution was found. Since the AGM, the Board has engaged
with Caxton in an attempt to resolve the issue, but has been unable to
find common ground.
The Company still requires that the Board continues to function to ensure
effective management and good governance, as well as ongoing compliance
with the JSE Listings Requirements. The NEDs have therefore agreed to
remain as directors of Mpact Limited for the time being. The composition
and working of the existing Board committees will not be affected. This is
despite the fact that the NEDs will not be remunerated for their services
to Mpact Limited until such remuneration is approved by a special
resolution of Mpact Limited Shareholders.
The Company’s main operating subsidiary is Mpact Operations Proprietary
Limited (1998/004341/07)("Mpact Operations"), which conducts the vast
majority of the business and affairs of the broader Mpact group. The NEDs
have therefore been appointed to the board of Mpact Operations with effect
from 23 September 2022 in which capacity they will continue to attend to
the governance of Mpact Operations and its subsidiaries. In their capacity
as NEDs of Mpact Operations, they will be remunerated for services rendered
to Mpact Operations.
The Board regards these steps as necessary to discharge its duties to
maintain good governance within the broader Mpact group, and to protect
the interests of the Company and all of its shareholders. The Board has
engaged the JSE, along with its sponsor, and has taken legal advice
regarding these steps taken.
Melrose Arch
26 September 2022
Sponsor
The Standard Bank of South Africa Limited
