JSE Limited (JSE:JSE) News - Report on proceedings at the annual general meeting and change to director responsibilities 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 17th annual general meeting ("AGM") of the shareholders of the JSE held on Tuesday, 3 May 2022 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: Resolutions 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 For Against total issued relation to share capital* the total issued share capital* Ordinary resolutions 1 To elect Mr Phuthuma Nhleko as a director 96.62% 3.38% 61 383 642 70.66% 9.28% 2.1 To re-elect Dr Suresh Kana as a director 99.80% 0.20% 69 171 659 79.62% 0.32% 2.2 To re-elect Ms Faith Khanyile as a director 99.87% 0.13% 69 171 438 79.62% 0.32% 2.3 To re-elect Ms Zarina Bassa as a director 95.39% 4.61% 69 169 938 79.62% 0.32% 2.4 To re-elect Mr Ben Kruger as a director 99.55% 0.45% 69 178 344 79.63% 0.31% 3 To re-elect Dr Mantsika Matooane as a director for the 99.02% 0.98% 69 167 909 79.62% 0.32% ensuing year 4 To re-appoint Ernst & Young Inc as the independent 99.81% 0.19% 69 180 229 79.63% 0.31% auditors of the Company for the ensuing year and Mr I Akoodie as the designated auditor for the ensuing year 5.1 To re-appoint Dr Suresh Kana to serve as a member and 99.99% 0.01% 69 170 159 79.62% 0.32% chairman of the Group Audit Committee 5.2 To re-appoint Ms Faith Khanyile to serve as a member 99.90% 0.10% 69 169 444 79.62% 0.32% of the Group Audit Committee 5.3 To re-appoint Ms Zarina Bassa to serve as a member of 95.65% 4.35% 69 172 044 79.62% 0.32% the Group Audit Committee 6 Authorisation for a director or Group Company 99.99% 0.01% 69 171 659 79.62% 0.32% Secretary of the Company to implement resolutions 7 Non-binding advisory vote on the remuneration policy 87.30% 12.70% 69 165 042 79.61% 0.33% of the Company 8 Non-binding advisory vote on the implementation 86.25% 13.75% 69 164 704 79.61% 0.33% report as set out in the remuneration report of the Company Special resolutions 9 Special Resolution 1: General authority to repurchase 96.79% 3.21% 69 179 134 79.63% 0.31% shares 10 Special Resolution 2: General authority to provide 99.27% 0.73% 69 170 279 79.62% 0.32% financial assistance to subsidiaries in terms of sections 44 and 45 of the Companies Act 11 Special Resolution 3: Specific authority to provide 99.42% 0.58% 69 169 029 79.62% 0.32% financial assistance solely for the LTIS 2018 scheme 12 Special Resolution 4: Non-executive directors’ 88.07% 11.93% 69 168 808 79.62% 0.32% emoluments for 2022 * 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. Change to director responsibilities Shareholders are advised, in accordance with the provisions of paragraph 3.59 of the JSE Listings Requirements, that the following changes to director responsibilities took effect at the AGM: - Ms N Nyembezi retired as a director and Chairman of the Board, in accordance with the JSE’s policy on non-executive director tenure, having served for the maximum twelve-year term. - Mr P Nhleko, who joined the Board as an independent non-executive director on 1 July 2021, assumed the Chairmanship of the Board as part of the Board’s planned succession process. - Ms MS Cleary completed her term of service as a member of the Group Audit Committee and retired as a committee member. She continues to serve on the Group Sustainability and Group SRO Oversight Committees of the Board. - Dr MA Matooane, independent non-executive director, stepped down as Chairman of the Group Risk Management Committee as part of a planned succession process, and will continue to serve as a member of both the Group Risk Management Committee and the Group Sustainability Committee. - Mr Ian Kirk, independent non-executive director, assumed the Chairmanship of the Group Risk Management Committee of the Board. Sandton 4 May 2022 Sponsor RAND MERCHANT BANK (A division of FirstRand Bank Limited) Date: 04-05-2022 05:20:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.