Mpact Limited (JSE:MPT) News - 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, 02 June 2022, all the Ordinary resolutions proposed
were approved by the requisite majority of votes. 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.
 Adoption of the Annual
 Financial Statements         62.54%    37.46%   134,293,841       90.63%        0.29%
 Ordinary resolution 2.1
 Rotation of Non-Executive
 Director’s: Election of
 DG Wilson                   100.00%     0.00%   134,515,475       90.78%        0.14%
 Ordinary resolution 2.2
 Rotation of Non-Executive
 Director’s: Re-election
 of TDA Ross                  56.50%    43.50%   134,515,475       90.78%        0.14%
 Ordinary resolution 2.3
 Rotation of Non-Executive
 Director’s: Re-election
 of M Makanjee               100.00%     0.00%   134,515,475       90.78%        0.14%
 Ordinary resolution 3.1
 Election of DG Wilson as
 Audit & Risk Committee
 members                     100.00%     0.00%   134,515,475       90.78%        0.14%
 Ordinary resolution 3.2
 Election of TDA Ross as
 Audit & Risk Committee
 members                      55.55%    44.45%   134,515,475       90.78%        0.14%
 Ordinary resolution 3.3
 Election of NP Dongwana
 as Audit and Risk
 Committee member             93.26%     6.74%   134,515,475       90.78%        0.14%
 Ordinary resolution 3.4
 Election of PCS Luthuli
 as Audit and Risk
 Committee member             99.99%     0.01%   134,517,125   90.78%     0.14%
 Ordinary resolution 4:
 Re-appointment of
 Deloitte & Touche as
 auditors                     93.04%     6.96%   134,517,125   90.78%     0.14%
 Ordinary resolution 5:
 Authority to implement
 resolutions                 100.00%     0.00%   134,298,260   90.63%     0.28%
 Non-binding advisory vote
 1: Advisory vote on the
 remuneration policy          55.88%    44.12%   134,516,198   90.78%     0.14%
 Non-binding advisory vote
 2: Advisory vote on the
 remuneration
 implementation report        55.95%    44.05%   134,514,548   90.78%     0.14%
 Special resolution 1:
 General authority to
 repurchase shares            62.53%    37.47%   134,498,593   90.77%     0.15%
 Special resolution 2:
 General authority to
 provide financial
 assistance                   61.75%    38.25%   134,517,125   90.78%     0.14%
 Special resolution 3:
 Non-executive directors’
 remuneration                 62.60%    37.40%   134,509,625   90.78%     0.14%




   •   *Total number of shares in issue                          148,175,363

   •   Total number of shares represented
       (including proxies) at the Annual
       General Meeting                                           134,719,744

   •   Proportion of total voteable shares
       represented at the Annual General
       Meeting                                                   90.92%

Notes:

Shareholders are advised that the Non-binding advisory votes 1 and
2 (the remuneration policy and the remuneration implementation
report, respectively), and the three special resolutions did not
receive the required 75% approval from Mpact's shareholders present
in person or represented by proxy at the AGM.

The special resolutions which did not pass will not materially affect
the Company at this time. The general authority to provide financial
assistance to subsidiaries and other related and inter-related
entities in terms of sections 44 and 45 of the Companies Act was
granted to the Company at its previous AGM held on 3 June 2021 and
remains valid for two years after its adoption. The Company will
continue to rely on such authority until 3 June 2023 and will
therefore be able to continue with its normal day-to-day business
and financing operations.

Special resolution 3 regarding non-executive directors’ remuneration
did not receive the required 75% approval. The non-executive
directors of the Company have confirmed that, at this stage, they
will continue to serve on the Board without being remunerated while
the requisite shareholder consultations are conducted.

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 remuneration implementation report
     to the Group Company Secretary in writing to cosec@mpact.co.za
     by close of business on Monday, 13 June 2022.

2.   We value 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
02 June 2022

Sponsor
The Standard Bank of South Africa Limited

Date: 02-06-2022 04:01:00
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