Afrimat : Results of the annual general meeting and changes to the board and board committee

AFRIMAT LIMITED

Incorporated in the Republic of South Africa (Registration number: 2006/022534/06) Share code: AFT

ISIN: ZAE000086302

("Afrimat" or "the Company")

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

Shareholders are hereby advised that the results of the voting at the annual general meeting of the Company held at 14:00 today, Wednesday, 3 August 2022 at the Protea Hotel, Durbanville, 99 Jip De Jager Drive, Vineyards Office Estate, Tyger Valley, 7530 ("AGM"), are as follows:

		Votes
	Votes for	against
	resolution	resolution
	as a	as a		Number of	Number of
	percentage	percentage		shares	shares
	of total	of total		voted at	abstained
	number of	number of	Number of	AGM as a	as a
Resolutions	shares	shares	shares	percentage	percentage
proposed at the	voted at	voted at	voted at	of shares in	of shares in
AGM	AGM	AGM	AGM	issue*	issue*
Ordinary resolution
number 1:
To adopt the 2022
annual financial
statements	100%	0%	111 833 077	76.42%	0.29%
Ordinary resolution
number 2:
To re-elect Mr Gert
J Coffee as a
director	93.94%	6.06%	111 833 434	76.42%	0.29%
Ordinary resolution
number 3:
To elect Ms
Sisanda Tuku as a
director	100%	0%	111 833 434	76.42%	0.29%
Ordinary resolution
number 4:
To elect Mr
Marthinus G
Odendaal as a
director	96.92%	3.08%	111 833 434	76.42%	0.29%
Ordinary resolution
number 5:
To re-appoint Mr
Loyiso Dotwana as
a member of the
Audit & Risk
Committee	91.42%	8.58%	111 833 834	76.42%	0.29%
Ordinary resolution
number 6:	93.03%	6.97%	111 833 834	76.42%	0.29%

To re-appoint Mr
Francois M Louw
as a member of the
Audit & Risk
Committee
Ordinary resolution
number 7:
To re-appoint Mr
Jacobus F van der
Merwe as a
member of the
Audit & Risk
Committee	100%	0%	111 833 834	76.42%	0.29%
Ordinary resolution
number 8:
To appoint Ms
Sisanda Tuku as a
member of the
Audit & Risk
Committee	100%	0%	111 833 434	76.42%	0.29%
Ordinary resolution
number 9:
To appoint
PricewaterhouseCo
opers Inc. as
auditor	97.13%	2.87%	111 158 834	75.96%	0.75%
Ordinary resolution
number 10:
Non-binding
endorsement of
Afrimat's
remuneration policy	86.68%	13.32%	111 833 777	76.42%	0.29%
Ordinary resolution
number 11:
Non-binding
endorsement of
Afrimat's
implementation
report on the
remuneration policy	94.45%	5.55%	111 833 777	76.42%	0.29%
Ordinary resolution
number 12:
To authorise the
directors or the
Company
Secretary to sign
documentation	100%	0%	111 833 434	76.42%	0.29%
Ordinary resolution
number 13:
To place unissued
shares under the
directors' control	64.28%	35.72%	111 831 434	76.42%	0.29%
Ordinary resolution
number 15:
Approval of the
amendment of the
Afrimat Limited
Forfeitable Share
Plan	100%	0%	111 829 366	76.41%	0.29%

Ordinary resolution
number 16:
Approval of the
amendment of the
Afrimat Limited
Share Appreciation
Right Plan	100%	0%	111 829 366	76.41%	0.29%
Special resolution
number 1:
Remuneration of
Chairman of the
Board	99.56%	0.44%	111 834 177	76.42%	0.29%
Special resolution
number 2:
Remuneration of
Deputy Chairman
of the Board	98.21%	1.79%	111 834 177	76.42%	0.29%
Special resolution
number 3:
Remuneration of
non-executive
directors	99.56%	0.44%	111 833 066	76.42%	0.29%
Special resolution
number 4:
Remuneration of
Chairman of the
Audit & Risk
Committee	99.56%	0.44%	111 833 066	76.42%	0.29%
Special resolution
number 5:
Remuneration of
Audit & Risk
Committee
members	99.56%	0.44%	111 833 066	76.42%	0.29%
Special resolution
number 6:
Remuneration of
Chairman of the
Remuneration
Committee	99.56%	0.44%	111 833 066	76.42%	0.29%
Special resolution
number 7:
Remuneration of
Chairman of the
Nominations
Committee	99.56%	0.44%	111 833 066	76.42%	0.29%
Special resolution
number 8:
Remuneration of
Remuneration &
Nominations
Committee
members	99.56%	0.44%	111 833 066	76.42%	0.29%
Special resolution
number 9:
Remuneration of
Chairman of the
Social, Ethics and
Sustainability
Committee	99.56%	0.44%	111 833 066	76.42%	0.29%

Special resolution
number 10:
Remuneration of
Social, Ethics and
Sustainability
Committee
members	99.56%	0.44%	111 834 177	76.42%	0.29%
Special resolution
number 11:
Remuneration of
Chairman of the
Investment Review
Committee	99.56%	0.44%	111 833 066	76.42%	0.29%
Special resolution
number 12:
Remuneration of
Investment Review
Committee
members	99.56%	0.44%	111 833 066	76.42%	0.29%
Special resolution
number 13:
Ad hoc
remuneration of
members of the
Board under rare
circumstances	91.47%	8.53%	111 833 066	76.42%	0.29%
Special resolution
number 14:
Inter-company
financial assistance	99.56%	0.44%	111 833 434	76.42%	0.29%
Special resolution
number 15:
Financial
assistance for the
subscription and/or
purchase of shares
in the Company or
a related or inter-
related company	89.99%	10.01%	111 833 434	76.42%	0.29%
Special resolution
number 16:
Share repurchases
by Afrimat and its
subsidiaries	98.17%	1.83%	111 833 834	76.42%	0.29%

Note:

*Total number of shares in issue as at the record date of the AGM was 146 346 264, of which 8 267 748 were treasury shares.

As announced on SENS on 28 July 2022, the Company recently completed a successful capital raise in terms of its previous general authority to issue shares for cash, granted at its 2021 annual general meeting. The Afrimat board of directors ("the Board") does not anticipate raising additional capital in terms of a general authority to issue shares for cash in the upcoming financial year. In light of this and taking into account shareholder feedback, the Board decided to withdraw ordinary resolution number 14, relating to such authority, at the AGM.

CHANGES TO THE BOARD AND BOARD COMMITTEE

In accordance with paragraph 3.59(c) of the JSE Limited Listings Requirements, the Board wishes to advise shareholders of the following changes to the Board and the Board Committee, which have been approved by the Board, and are effective immediately:

Lead Independent Director:

Mr Jacobus F (Derrick) van der Merwe, has been appointed as the lead independent director of the Board.

Remuneration and Nomination Committee:

Mr Johannes H van der Merwe has been appointed as a member of the Remuneration and Nomination Committee of the Company.

The Board congratulates these directors on their appointments and looks forward to their continued contribution to the Company.

Cape Town

4 August 2022

Sponsor

PSG Capital