MOTUS HOLDINGS LIMITED - Results of Annual General Meeting, Business Update and Change to the Board

Results of Annual General Meeting, Business Update and Change to the Board

MOTUS HOLDINGS LIMITED
Incorporated in the Republic of South Africa
(Registration number 2017/451730/06)
Share code: MTH ISIN: ZAE000261913
("Motus" or "the company" or "the Group")


RESULTS OF ANNUAL GENERAL MEETING, BUSINESS UPDATE AND CHANGE TO THE BOARD


RESULTS OF ANNUAL GENERAL MEETING

Shareholders are advised that, at the annual general meeting of Motus held today, 6 November 2025, all the
resolutions as set out in the notice of annual general meeting were passed by the requisite majority of shareholders.

The total number of voting shares represented in person or by proxy was 149 602 029 representing 84.06% of the
total issued share capital of the same class of the company's shares.

The resolutions proposed at the meeting, together with the percentage of votes carried for and against each
resolution, as well as the percentage of shares abstained, are set out below:

                                                                                % of votes
                                                                       % of        carried     % of votes               % of
                                                     Number of     shares in        for the    against the             shares
 Resolution                                       shares voted        issue1    resolution2    resolution2         abstained1
 Ordinary resolution 1: Election of retiring
 and newly appointed non-executive                           -            -              -              -                  -
 directors:
 Ordinary resolution 1.1: To re-elect
                                                  149 599 296         84.06          99.99            0.01              0.00
 Mr. S Mayet as a non-executive director
 Ordinary resolution 1.2: To re-elect
                                                  149 599 296         84.06          97.57            2.43              0.00
 Mr. MJN Njeke as a non-executive director
 Ordinary resolution 2: Election of the
 members of the Audit and Risk Committee                    -            -              -              -                 -
 
 Ordinary resolution 2.1: Mr. S Mayet             149 599 296         84.06          99.99            0.01              0.00
 
 Ordinary resolution 2.2: Mr. JN Potgieter        149 599 296         84.06          99.99            0.01              0.00

 Ordinary resolution 2.3: Ms. F Roji-Nodolo       149 599 296         84.06          99.99            0.01              0.00

 Ordinary resolution 2.4: Ms. LJ Sennelo          149 599 296         84.06          99.99            0.01              0.00
 Ordinary resolution 3: Election of
 members of the Social, Ethics and                            -            -              -              -                 -
 Sustainability Committee

 Ordinary resolution 3.1: Ms. F Roji-Nodolo       149 599 296         84.06          99.99            0.01              0.00

 Ordinary resolution 3.2: Ms. LJ Sennelo          149 599 296         84.06          99.99            0.01              0.00

 Ordinary resolution 3.3: Mr. A Tugendhaft        149 599 296         84.06          84.69           15.31              0.00

 Ordinary resolution 3.4: Mr. OJ Janse van
 Rensburg                                         149 599 296         84.06          99.95            0.05              0.00
                                                  
 Ordinary resolution 4: Re-appointment of
 PricewaterhouseCoopers Inc. as external
 auditor for the ensuing year, with                149 599 296        84.06         100.00            0.00              0.00
 Mr. Thomas Howatt as designated
 audit partner

 Ordinary resolution 5: Authority to issue
 ordinary shares                                   148 469 758         83.43         88.05           11.95              0.64

 Ordinary resolution 6: Confirmation of the
 Group's remuneration policy                       149 598 296          84.06         80.29           19.71             0.00

 Ordinary resolution 7: Confirmation of the
 Group's remuneration implementation report        149 598 296          84.06         80.30           19.70             0.00

 Ordinary resolution 8: Delegation of              149 599 296          84.06        100.00            0.00             0.00
 authority
 Special resolution 1: Non-executive                        -                -             -               -               -
 directors' remuneration

 Special resolution 1.1: Chairperson               149 598 296          84.06         99.77            0.23             0.00

 Special resolution 1.2: Deputy
 Chairperson                                        149 598 296         84.06         98.93            1.07             0.00

 Special resolution 1.3: Board member               149 598 296         84.06         99.70            0.30             0.00

 Special resolution 1.4: Asset and Liabilities
 Committee Chairperson                              149 598 296         84.06         99.77            0.23             0.00

 Special resolution 1.5: Asset and Liabilities
 Committee member                                   149 598 296         84.06         99.77            0.23             0.00

 Special resolution 1.6: Audit and Risk
 Committee Chairperson                              149 598 296         84.06         99.77            0.23             0.00

 Special resolution 1.7: Audit and Risk
 Committee member                                   149 598 296         84.06         99.77            0.23             0.00

 Special resolution 1.8: Remuneration
 Committee Chairperson                              149 598 296         84.06         99.77            0.23             0.00

 Special resolution 1.9: Remuneration
 Committee member                                   149 598 296         84.06         99.78            0.22             0.00

 Special resolution 1.10: Nomination
 Committee Chairperson                              149 598 296         84.06         99.78            0.22             0.00

 Special resolution 1.11: Nomination
 Committee member                                   149 598 296         84.06         99.78            0.22             0.00

 Special resolution 1.12: Social, Ethics and
 Sustainability Committee Chairperson               149 598 296         84.06         99.78            0.22             0.00

 Special resolution 1.13: Social, Ethics and
 Sustainability Committee member                    149 598 296         84.06         99.88            0.12             0.00
    
 Special resolution 2: Authority to provide
 financial assistance to related Group entities     149 598 296         84.06         92.29            7.71             0.00
 in terms of section 44

 Special resolution 3: Authority to provide
 financial assistance to related Group entities     149 598 296         84.06         95.83            4.17             0.00
 in terms of section 45
 
 Special resolution 4: General authority to
 repurchase company securities                      149 598 296         84.06         96.93            3.07             0.00
    

1
    Based on 177 963 447 shares in issue at the date of the annual general meeting.

2
    Disclosed as a percentage of voteable shares.

BUSINESS UPDATE

Shareholders are further advised that Ockert Janse van Rensburg, the Chief Executive Officer of Motus,
provided an update on the business environment and Motus' performance drivers for the first three months of
the 2026 financial year during the Annual General Meeting. Please refer to the detail shared, which is available
on the Motus website, https://www.motus.co.za/investors/presentations-2/other/.

CHANGE TO THE BOARD

In compliance with paragraph 3.59 of the Listings Requirements of the JSE Limited ("JSE"), the board of
directors of Motus ("the Board") hereby notifies its shareholders of the following change to the Board.

Ms. Kerry Cassel, who has served as an executive director of Motus since 2019, will be retiring from the Board
with effect from 6 November 2025 due to ill health.

The board wishes to express its sincere appreciation to Kerry for her invaluable contribution, leadership, and
dedication to the business over the years since joining the broader Group in 2002.


Bedfordview
6 November 2025


Sponsor
Merchantec Capital

Date: 06-11-2025 11:06:00
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