RH Bophelo : Results Of Annual General Meeting And Confirmation Of Changes To The Board Of Directors

RH Bophelo Limited

Incorporated in the Republic of South Africa (Registration number: 2016/533398/06)

JSE & RSE share code: RHB, ISIN: ZAE000244737 ("RH Bophelo" or "the Company")

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

Shareholders are advised that at the Annual General Meeting ("AGM") of RH Bophelo shareholders held on Friday, 12 August 2022, all the ordinary and special resolutions as set out in the notice of the AGM to the shareholders dated Thursday, 30 June 2022, were passed by the requisite majority shareholders.

As announced on SENS on 27 June 2022, shareholders are hereby informed of the resignation of Dinao Lerutla and Dr Solomon Motuba as Independent Non-Executive Directors and members of the Audit and Risk Committee of the Company effective from the date of the AGM, as they have elected not to put themselves for re-election as directors at the AGM.

Details of the results of the AGM are as follows:

• total number of shares in issue (excluding treasury shares) that could have been voted at the AGM: 64 691 298; and
• total number of shares present in person or by proxy was 57 998 812, representing 89,65% of the total shares in issue that could have been voted.

	Number of	For	Against	Abstained, in
Resolution proposed	shares voted			relation to
				total shares in
				issue
		Shares	Shares	Shares
Ordinary Resolution number 1
Approval of audited annual financial
statements as at 28 February 2022.
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 2
To re-elect Bojane Segooa as an
Independent Non-Executive Director of
the Company
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 3
To re-elect Dr Kgaogelo Ntshwana as an
Independent Non-Executive Director of
the Company.
Number of shares	57 998 812	57 960 412	38 400	0

Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 4
To elect Lyndsay Maseko as an
Independent Non-Executive Director of
the Company.
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 5
To elect Samson Moraba as an
Independent Non-Executive of the
Company.
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 6
To re-elect Bojane Segooa, as a
member of the Audit and Risk
Committee.
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 7
To re-elect Dr Kgaogelo Ntshwana as a
member of the Audit and Risk
Committee.
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 8
To elect Lyndsay Maseko, a member of
the Audit and Risk Committee.
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 9
To elect Lyndsay Maseko, as
Chairperson of the Audit and Risk
Committee.
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 10
To elect Samson Moraba as a member
of the Audit and Risk Committee.
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%
Ordinary Resolution number 11

To re-appoint Mazars South Africa as
the Company's auditors with Rochelle
Murugan as the designated audit
partner, to hold office until the
conclusion of the next AGM of the
Company.
Number of shares			57 998 812	53 538 687	4 460 125	0
Percentage				89,65%	92,31%	7,69%	0%
Ordinary Resolution number 12
To endorse, by way of non-binding
advisory	vote	the	Company's
Remuneration Policy.
Number of shares			57 998 812	57 960 412	1 130 122	0
Percentage				89,65%	98,05%	1,95%	0%
Ordinary Resolution number 13
To endorse, by way of a non-binding
advisory	vote	the	Company's
Remuneration Implementation Report.
Number of shares			57 998 812	57 960 412	38 400	0
Percentage				89,65%	99,93%	0,07%	0%
Ordinary Resolution number 14
The authorised but unissued "A"
Ordinary Shares in the capital of the
Company be placed under the control
and authority of the Directors of the
Company.
Number of shares			57 998 812	53 537 642	4 461 170	0
Percentage				89,65%	92,31%	7,69%	0%
Ordinary Resolution number 15
General authority to allot or issue all or
any of the authorised but unissued "A"
Ordinary Shares in the capital of the
Company for cash.
Number of shares			57 998 812	53 537 642	4 461 170	0
Percentage				89,65%	92,31%	7,69%	0%
Ordinary Resolution number 16
The authorised but unissued "A"
Ordinary Shares be placed under the
control of the Directors for the specific
purpose of issuing new A ordinary
Share on the Rwanda Stock Exchange.
Number of shares			57 998 812	53 537 642	4 461 170	0
Percentage				89,65%	92,31%	7,69%	0%

Ordinary Resolution number 17
To allot or issue all or any of the
authorized but unissued "A" Ordinary
Shares in the capital of the Company for
cash in terms of raising capital on the
Rwanda Stock Exchange.
Number of shares		57 998 812	53 537 642	4 461 170	0
Percentage		89,65%	92,31%	7,69%	0%
Ordinary Resolution number 18
To approve the amendment to various
clauses of the management agreement,
which is related party agreement in
terms of the JSE Listings Requirements.
Number of shares		57 998 812	57 960 412	38 400	0
Percentage		89,65%	99,93%	0,07%	0%
Ordinary Resolution number 19
Authority for any Director and/or the
Secretary of the Company to
implement the resolutions.
Number of shares		57 998 812	57 960 412	38 400	0
Percentage		89,65%	99,93%	0,07%	0%
Special Resolution number 1
To	remunerate	Non-Executive
Directors for their services as Directors.
Number of shares		57 998 812	57 960 412	38 400	0
Percentage		89,65%	99,93%	0,07%	0%
Special Resolution number 2
To authorise the Directors, in terms of
and subject to the provisions of section
45(3)(a)(ii) of the Companies Act, as a
general approval to cause the Company
to provide direct or indirect Inter-
company financial assistance.
Number of shares		57 998 812	57 959 367	39 445	0
Percentage		89,65%	99,93%	0,07%	0%
Special Resolution number 3
To authorise the Directors, in terms of
and subject to the provisions of section
45(3)(a)(ii) of the Companies Act, as a
general approval, Financial assistance
for the subscription, or securities or
acquisition of shares in the Company or
a related or inter-related company.
Number of shares		57 998 812	57 960 412	38 400	0

Percentage	89,65%	99,93%	0,07%	0%
Special Resolution number 4
To approve the amendment of clauses
of the Company's MOI to align them
with the Company's Act and to allow
the B-Share Dividend to be paid by
shares.
Number of shares	57 998 812	57 960 412	38 400	0
Percentage	89,65%	99,93%	0,07%	0%

B SHAREHOLDERS RESOLUTIONS

The purpose of this resolutions is to vote in terms of Section 60 of the Companies Act, on the Company's Memorandum of Incorporation ("MOI") changes and management agreements changes.

1. SPECIAL RESOLUTION NUMBER 1
   The proposed resolution deals with the approval of the amendment of the RH Bophelo Memorandum of Incorporation (MOI).
2. ORDINARY RESOLUTION NUMBER 1
   The proposed resolution deals with the approval of the amendment of the Management Agreement.
3. ORDINARY RESOLUTION NUMBER 2
   The proposed resolution deals with authorising any Director and/or the Secretary of the Company, to take all actions necessary to implement all the above ordinary and special resolutions.

The results of the votes are as follows:

In favour of:

• Special resolution 1 regarding the approval of the amendment of the RH Bophelo Memorandum of Incorporation;
• Ordinary resolution number 1 regarding the approval of the amendment to the management agreement; and
• Ordinary resolution number 2 regarding authorising any Director and/or the Secretary of the Company, to take all actions necessary to implement all the above ordinary and special resolutions.

NOTE:

A new Audit and Risk Committee Chairperson, Lyndsay Ronald Maseko was appointed following the stepping down of Dinao Lerutla as Chairperson, and effective from 12 August 2022. Samson Moraba was also appointed as a member of the Audit and Risk Committee effective from 12 August 2022.