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Results of Annual General Meeting
MOMENTUM METROPOLITAN HOLDINGS LIMITED
Incorporated in the Republic of South Africa
Registration number: 2000/031756/06
ISIN Code: ZAE000269890
JSE Share Code: MTM
A2X Share Code: MTM
NSX Share Code: MMT
(“MMH” or the “Company”)
Results of Annual General Meeting (AGM)
MMH advises its shareholders that all the ordinary and special resolutions proposed in the
notice of the AGM dated 9 September 2020, and tabled at the Company’s AGM held on Thursday,
26 November 2020, were passed by the requisite majority of votes cast by the shareholders of
the Company. The voting details with respect to the proposed resolutions are as follows:
Resolutions proposed Number of Percentage Percentage Percentage Percentage
shares voted shares For** Against** Abstained*
(excluding voted*
abstentions) (excluding
abstentions)
Ordinary Resolution 1.1: Election of Mr
1,202,523,557 80.30% 99.97% 0.03% 0.03%
DJ Park
Ordinary Resolution 1.2: Election of Mr
1,202,504,032 80.30% 99.94% 0.06% 0.04%
PJ Makosholo
Ordinary Resolution 2.1: Re-election of
1,124,491,059 75.09% 97.76% 2.24% 5.25%
directors – Ms F Daniels
Ordinary Resolution 2.2: Re-election of
1,202,523,557 80.30% 96.26% 3.74% 0.03%
directors – Mr P Cooper
Ordinary Resolution 2.3: Election of
1,202,523,557 80.30% 95.81% 4.19% 0.03%
directors - Mr FJC Truter
Ordinary Resolution 3: Re-appointment of
Ernst & Young Inc. as external Auditors,
with Ms Cornea de Villiers as the 1,202,523,557 80.30% 99.97% 0.03% 0.03%
designated audit partner
Ordinary Resolution 4.1: Re-appointment
1,202,523,557 80.30% 99.85% 0.15% 0.03%
of audit committee member – Ms L de Beer
Ordinary Resolution 4.2: Re-appointment
1,124,491,059 75.09% 94.62% 5.38% 5.25%
of audit committee member – Ms F Daniels
Ordinary Resolution 4.3: Re-appointment
1,202,523,557 80.30% 98.58% 1.42% 0.03%
of audit committee member – Mr FJC Truter
Ordinary Resolution 5: Implementation of
1,202,523,557 80.30% 100.00% 0.00% 0.03%
ordinary and special resolutions
Ordinary Resolution 6: Passing of non-
binding advisory vote on MMH Remuneration 1,202,496,988 80.30% 86.22% 13.78% 0.04%
Policy
Ordinary Resolution 7: Passing of non-
binding advisory vote on MMH 1,202,496,988 80.30% 51.04% 48.96% 0.04%
Implementation Report
Special Resolution 1 – General authority 1,202,416,424 80.30% 99.71% 0.29% 0.04%
to repurchase company shares
Special Resolution 2 – Approval to
provide Financial Assistance in terms of 1,202,523,119 80.30% 98.88% 1.12% 0.03%
sections 44 and 45 of the Companies Act
Special Resolution 3: Non-executive
directors’ fees
1,202,481,862 80.30% 98.84% 1.16% 0.04%
3.1 Chairman of the Board
1,202,481,862 80.30% 99.84% 0.16% 0.04%
3.2 Lead Independent Director
1,202,481,862 80.30% 99.81% 0.19% 0.04%
3.3 Non-executive Director
1,202,481,862 80.30% 99.95% 0.05% 0.04%
3.4 Actuarial Committee Chairman
1,202,481,862 80.30% 99.99% 0.01% 0.04%
3.5 Actuarial Committee Member
1,202,481,862 80.30% 99.95% 0.05% 0.04%
3.6 Audit Committee Chairman
1,202,481,862 80.30% 99.99% 0.01% 0.04%
3.7 Audit Committee Member
1,202,481,862 80.30% 99.95% 0.05% 0.04%
3.8 Fair Practices Committee Chairman
1,202,481,862 80.30% 99.99% 0.01% 0.04%
3.9 Fair Practices Committee Member
1,202,481,862 80.30% 99.95% 0.05% 0.04%
3.10 Investments Committee Chairman
1,202,481,862 80.30% 99.99% 0.01% 0.04%
3.11 Investments Committee Member
1,202,481,862 80.30% 99.95% 0.05% 0.04%
3.12 Nominations Committee Chairman
1,202,481,862 80.30% 99.99% 0.01% 0.04%
3.13 Nominations Committee Member
1,202,481,862 80.30% 99.95% 0.05% 0.04%
3.14 Remuneration Committee Chairman
1,202,481,862 80.30% 99.99% 0.01% 0.04%
3.15 Remuneration Committee Member
3.16 Risk, Capital and Compliance 1,202,481,862 80.30% 99.95% 0.05% 0.04%
Committee Chairman
3.17 Risk, Capital and Compliance 1,202,481,862 80.30% 99.99% 0.01% 0.04%
Committee Member
3.18 Social, Ethics and Transformation 1,202,481,862 80.30% 99.95% 0.05% 0.04%
Committee Chairman
3.19 Social, Ethics and Transformation 1,202,481,862 80.30% 99.99% 0.01% 0.04%
Committee Member
1,202,481,862 80.30% 83.15% 16.85% 0.04%
3.20 Ad hoc fee per hour
1,201,882,255 80.26% 98.88% 1.12% 0.08%
3.21 Permanent invitee
* Based on 1,497,475,356 ordinary plus 28,060,898 preference shares, being the total number
of MMH shares in issue as at record date 20 November 2020
** Based on the number of shares voted, excluding abstentions
As announced previously, on 9 September 2020, Messrs Njeke, Shubane and van Reenen retired
from the Board at this AGM and Mr Sello Moloko took over from Mr Njeke, as Chairman of the
Board.
Engagement with shareholders regarding Momentum Metropolitan’s remuneration implementation
report
As disclosed above, the non-binding advisory resolution on the endorsement of the
remuneration policy achieved 86.22 shareholder support, exceeding the prescribed 75% majority
of votes.
The non-binding advisory resolution on the endorsement of the remuneration implementation
report achieved 51.04 approval from shareholders, therefore not achieving the required 75%
majority of votes.
In terms of the recommendations of the King IV Report on Corporate Governance for South
Africa, 2016 and paragraph 3.84(k) of the JSE Limited Listings Requirements, engagement with
shareholders who voted against the remuneration implementation report, is required.
Momentum Metropolitan has already started engaging with shareholders who indicated concern
with regard to the remuneration implementation report.
We invite any other shareholders who voted against the implementation report to raise their
concerns or recommendations regarding the non-binding advisory resolution, directly with the
chairman of the Remuneration Committee, Peter Cooper, by sending written submissions to the
Group Company Secretary, Gcobisa Tyusha, at email address: gcobisa.tyusha@mmltd.co.za, by
close of business on Friday 11 December 2020. Those shareholders that have already provided
the Company with their concerns and recommendations need not resend these.
Subsequent to receipt of the submissions by shareholders, the Company will provide its
response to these shareholders.
Update regarding the October 2020 Long-term Incentive Plan (LTIP) performance vesting
conditions
Arising from the shareholder comments received to date, the following additional commentary
is offered to shareholders:
- Due to the difficulty in setting long-term performance targets that take account of the
uncertainty caused by Covid-19 and the related secondary economic impacts, performance
targets for the October 2020 LTIP award (maturing at the end the 2023 financial year)
were not yet formulated for inclusion in the Integrated Report published on 9 September
2020.
- After submissions by management, the Remuneration Committee only agreed the performance
targets for the October 2020 LTIP award on 30 October 2020.
- The approved performance targets (for the financial year ending 30 June 2023) are:
Lower normalised headline earnings target R3,7bn (20% weighting)
Upper normalised headline earnings target R4,2bn (20% weighting)
Return on Equity target 15% (30% weighting)
Total shareholder return Exceed average TSR of a peer group of
Sanlam, Old Mutual, Liberty and
Discovery (30% weighting)
Shareholders are reminded that while vesting is determined on 30 June 2023, participants only
receive settlement in the three years thereafter.
By order of the Board
Centurion
27 November 2020
Sponsor:
Merrill Lynch South Africa (Pty) Limited
Sponsor in Namibia
Simonis Storm Securities (Pty) Limited
Date: 27-11-2020 01:53:00
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