Sharenet Sites 
Sharenet Sites
Results of General Meeting of Metrofile Shareholders
METROFILE HOLDINGS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 1983/012697/06)
JSE Share code: MFL
ISIN: ZAE000061727
("Metrofile" or the "Company")
MAIN STREET 2093 (RF) PROPRIETARY LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2025/261757/07)
(the "Offeror")
RESULTS OF GENERAL MEETING OF METROFILE SHAREHOLDERS
1. INTRODUCTION
1.1 Metrofile Shareholders are referred to the combined offer circular issued by Metrofile and the
Offeror on 24 October 2025 ("Circular").
1.2 Capitalised words and phrases in this announcement shall, unless otherwise defined herein,
bear the same meanings ascribed thereto in the Circular.
2. RESULTS OF VOTING AT THE GENERAL MEETING
2.1 Shareholders are advised that at the General Meeting held today, Monday, 24 November 2025,
all of the resolutions tabled were approved by the requisite majority of Metrofile Shareholders
present or represented by proxy.
2.2 The total number of Metrofile Shares voted in person or by proxy at the General Meeting was
280 842 160 representing 80.35% of Metrofile's issued shares that were entitled to vote.
2.3 The voting results were as follows:
TOTAL METROFILE SHARES VOTED
ABSTENTIONS
RESOLUTION VOTED FOR AGAINST
Special Resolution Number 1
Approval of the Scheme in terms of
sections 114(1) and 115(2)(a) of the 80.35% 99.99% 0.01% 0.00%
Companies Act
Special Resolution Number 2
Revocation of the Scheme Resolution
if the Scheme is terminated 80.35% 99.99% 0.01% 0.00%
Notes:
- Percentages of shares voted on the resolutions are calculated as a percentage of the total number of
Metrofile Shares in issue (excluding treasury shares).
- Percentages of shares voted for or against the resolutions are calculated as a percentage of the total
number of Metrofile Shares voted in respect of the relevant resolution.
- Abstentions are calculated as a percentage of the total number of Metrofile Shares in issue (excluding
treasury shares).
- The Metrofile Shares in respect of which HoldCo holds a beneficial interest were not voted.
3. SCHEME CONDITIONS
3.1 The Scheme remains subject to the fulfilment or waiver of the Scheme Conditions that –
3.1.1 by no later than the Long Stop Date, the counterparties to the Material Contracts have
provided their unconditional and unequivocal written consents/waivers to the direct or
indirect change of control of the relevant Member of the Group as more fully set out in
paragraph 10.1.1 of the Circular;
3.1.2 by no later than the 40th Business Day after the Scheme Resolution is adopted the High
Court of South Africa approves the implementation of the Scheme Resolution; or (ii) the
provisions of section 115(2)(c) of the Companies Act cease to be applicable, as more fully
set out in paragraph 10.1.2 of the Circular; and
3.1.3 the relevant competition Authorities established under the Botswana Competition Act
approve the implementation of the Transaction, as more fully set out in paragraph 10.1.4 of
the Circular.
3.2 An announcement setting out the final salient dates and times applicable to the Scheme will be
published once the remaining Scheme Conditions have been fulfilled or waived, as the case
may be.
4. THE INDEPENDENT BOARD RESPONSIBILITY STATEMENT
The Independent Board (to the extent that the information relates to Metrofile) collectively and
individually accept responsibility for the information contained in this announcement and certify
that, to the best of their knowledge and belief, the information contained in this announcement
relating to Metrofile is true and this announcement does not omit anything that is likely to affect the
import of such information.
5. OFFEROR BOARD RESPONSIBILITY STATEMENT
The board of directors of the Offeror (to the extent that the information relates to the Offeror)
collectively and individually accept responsibility for the information contained in this
announcement and certify that, to the best of their knowledge and belief, the information contained
in this announcement relating to the Offeror is true and this announcement does not omit anything
that is likely to affect the import of such information.
24 November 2025
Financial Advisor and Transaction Sponsor to Metrofile
The Standard Bank of South Africa Limited
Attorneys to the Independent Board
Werksmans Inc.
Corporate advisor to the Offeror
Rothschild and Co South Africa Proprietary Limited
Attorneys to the Offeror
Webber Wentzel
Independent Expert
Tamela Holdings Proprietary Limited
Disclaimer
This announcement has been prepared for purposes of complying with the Companies Act, the Regulations and
the JSE Listings Requirements in South Africa. The information disclosed may not be the same as that which would
have been disclosed had this announcement been prepared in accordance with the laws and regulations of any
jurisdiction outside of South Africa.
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or a solicitation of
any vote or approval in any jurisdiction outside of South Africa in which it is unlawful to make such an offer or
solicitation, or such offer or solicitation would require compliance with any legal or regulatory obligations in such
jurisdiction. In those circumstances or otherwise if the distribution of this announcement in any jurisdiction outside
of South Africa is restricted or prohibited by laws or regulations of such jurisdiction, this announcement is deemed
to have been published for information purposes only and should not be copied or redistributed.
The release, publication and distribution of this announcement in certain jurisdictions may be restricted by
applicable laws and regulations and therefore persons in such jurisdictions into which this announcement is
released, published or distributed should inform themselves about and observe such restrictions. Any failure to
comply with the applicable requirements may constitute a violation of the securities laws and regulations of any
such jurisdiction.
Metrofile Shareholders in the United States should note that the Offer relates to the securities of a South African
company, is subject to South African procedural and disclosure requirements (which are different from those of the
United States) and is proposed to be implemented under the Scheme, which is a scheme of arrangement provided
for under South African company law.
The contents of this announcement should not be construed as legal, financial or tax advice. Each Shareholder
should consult his, her or its own legal, financial or tax adviser for legal, financial or tax advice.
Date: 24-11-2025 04:30:00
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.
