METAIR INVESTMENTS LIMITED - Results of the annual general meeting and changes to the board of directors

Results of the annual general meeting and changes to the board of directors

METAIR INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
Registration number: 1948/031013/06
JSE and A2X share code: MTA
ISIN: ZAE000090692
("Metair" or the "Company")

RESULTS OF THE ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS

Results of the annual general meeting

Metair shareholders ("Shareholders") are advised that at the annual general meeting of Shareholders
("AGM") held today, 7 May 2025, all of the ordinary and special resolutions, as set out in the notice of
AGM dated Tuesday, 25 March 2025, were approved by the requisite majority of Shareholders present
or represented by proxy, save for ordinary resolution number 1 which was withdrawn from consideration
and voting at the AGM (as further detailed below).

All resolutions proposed at the AGM, together with the percentage of shares abstained, as well as the
percentage of votes carried for and against each resolution, are as follows:

Ordinary resolution number 2: Re-election of Ms NL Mkhondo as a director of the Company

 Shares voted              Abstained                 For                       Against

 171 476 939               0.01%                     96.41%                    3.59%
 (86.18%)

Ordinary resolution number 3: Re-election of Mr M Muell as a director of the Company

 Shares voted              Abstained                 For                       Against

 171 476 939               0.01%                     100.00%                   0.00%
 (86.18%)

Ordinary resolution number 4: Re-appointment of Ernst & Young Inc. (with the designated audit
partner being Ms LH Sidubi) as independent external auditors of the Company

 Shares voted              Abstained                 For                       Against

 171 476 939               0.01%                     100.00%                   0.00%
 (86.18%)

Ordinary resolution number 5: Election of Ms N Medupe as a member and chairperson of the
audit and risk committee

 Shares voted              Abstained                 For                       Against

 171 476 939               0.01%                     99.99%                    0.01%
 (86.18%)

Ordinary resolution number 6: Election of Ms AK Sithebe as a member of the audit and risk committee

 Shares voted              Abstained                 For                       Against

 171 476 939               0.01%                     99.99%                    0.01%
 (86.18%)

Ordinary resolution number 7: Election of Mr B Mawasha as a member of the audit and risk committee

 Shares voted              Abstained                 For                       Against

 171 476 939               0.01%                     96.41%                    3.59%
 (86.18%)

Ordinary resolution number 8: Election of Mr M Muell as a member and chairperson of the social and
ethics committee

 Shares voted              Abstained                 For                       Against

 171 491 439               0.00%                     99.99%                    0.01%
 (86.18%)

Ordinary resolution number 9: Election of Mr PS O'Flaherty as a member of the social and ethics
committee

 Shares voted              Abstained                 For                       Against

 171 491 439               0.00%                     99.99%                    0.01%
 (86.18%)

Ordinary resolution number 10: Election of Ms AK Sithebe as a member of the social and ethics
committee

 Shares voted              Abstained                 For                       Against

 171 491 439               0.00%                     99.99%                    0.01%
 (86.18%)

Ordinary resolution number 11: Endorsement of the Company's remuneration policy

 Shares voted              Abstained                 For                       Against

 171 476 939               0.01%                     86.66%                    13.34%
 (86.18%)

Ordinary resolution number 12: Endorsement of the Company's remuneration implementation report

 Shares voted              Abstained                 For                       Against

 171 476 939               0.01%                     83.60%                    16.40%
 (86.18%)

Special resolution number 1: Approval of the non-executive directors' remuneration

 Shares voted             Abstained                  For                       Against

 171 476 939              0.01%                      94.32%                    5.68%
 (86.18%)

Special resolution number 2: Provision of financial assistance in terms of section 45 of the
Companies Act, No. 71 of 2008, as amended ("Companies Act")

 Shares voted             Abstained                  For                       Against

 171 476 939              0.01%                      100.00%                   0.00%
 (86.18%)

Special resolution number 3: Provision of financial assistance in terms of section 44 of the
Companies Act

 Shares voted             Abstained                  For                       Against

 171 476 939              0.01%                      99.99%                    0.01%
 (86.18%)

Special resolution number 4: General authority to repurchase the Company's securities

 Shares voted             Abstained                  For                       Against

 171 476 939              0.01%                      99.98%                    0.02%
 (86.18%)

Notes:
- Percentages of shares voted are calculated in relation to the total issued share capital of Metair.
- Percentages of shares voted for and against are calculated in relation to the total number of shares
   voted in respect of each resolution.
- Abstentions are calculated as a percentage in relation to the total issued share capital of Metair.

Changes to the Board

In compliance with paragraph 3.59 of the JSE Limited Listings Requirements, Shareholders are hereby
advised of the following changes to the board of directors of Metair ("Board"), with effect from the
conclusion of today's AGM:

-     Mr S Sithole has retired as an alternate director to Ms NL Mkhondo, an independent non-executive
      director of the Company; and
-     Mr B Mawasha has resigned as the Lead Independent Director ("LID") of the Board to
      accommodate his other board commitments.

For the avoidance of doubt, Mr Mawasha will continue in his role as an independent non-executive
director and as a member of the audit and risk committee and chairman of the investment committee.

In light of Mr Sithole's retirement, ordinary resolution number 1 regarding the re-election of Mr Sithole
as an alternate director to Ms NL Mkhondo, was withdrawn and was not proposed for consideration at
the AGM. Value Capital Partners remains a strategic investor in Metair and will continue to be
represented on the Board and its various sub-committees by Ms Mkhondo.

The Board wishes to express its sincere appreciation to Mr Mawasha for his contribution to the
Company during his time as the LID and would like to thank Mr Sithole for his contributions and guidance
to the Company during his tenure and wishes him well in his future endeavours.


Johannesburg
7 May 2025

Sponsor
One Capital

Date: 07-05-2025 05:45:00
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