Metrofile Holdings Limited (MFL) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Lindiwe Mthimunye. I am the Chairperson of the Board of Metrofile Holdings Limited. It is my pleasure to welcome you all to this General Meeting of Shareholders, which has been duly convened in accordance with the notice of the general meeting attached to the circular posted to shareholders on 24th October 2025. I will chair the meeting in my capacity as Chairman of the Board of Directors. I would like to thank all shareholders and their representatives for attending to consider and vote on the proposed scheme of arrangement in terms of Section 114(1) as read with section 115(2)(a) of the Companies Act. I have been advised by a representative of the company's Transfer Secretaries that shareholders entitled to exercise more than 25% of the voting rights at the meeting are present or represented. And at least 3 members entitled to vote are present. Thus the quorum requirements in the company's memorandum of incorporation has been met. I declare the meeting properly constituted. With the exception of Mr. C. Seabrooke, who has tendered his apologies, all of the directors of the company are present. In addition to the members of the Board, I would like to welcome the following persons who have made themselves available to assist in answering questions and facilitate the conduct of the general meeting. Mr. Flint Macgregor and Ms. Natalie Di-Sante from Standard Bank, the company's financial advisers and transaction sponsor. Mr. [ Rolff Bonnett ] and Mr. [indiscernible] Tembu from Watermans, the company's attendees. With the introductions complete, I would like to move to the formal part of the meeting. The purpose of today's meeting is to consider and, if deemed fit, to approve the proposed scheme of arrangement between Metrofile and its shareholders in terms of Section 114(1) read with Section 115 of the Companies Act of 2008. Under the scheme, the Offeror being Main Street 2093 Proprietary Limited will acquire all of the issued ordinary shares of Metrofile, excluding treasury shares. If the scheme is approved, implemented and becomes wholly unconditional, Metrofile will become a wholly-owned subsidiary of the Offeror and the listing of Metrofile shares on the JSE will be terminated. As explained in the circular, the Board of Metrofile, together with its independent Board constituted in accordance with the Companies Act, undertook a detailed strategic review of the company's operations, prospects and capital structure. After receiving the independent experts' report and considering all the relevant factors, the independent Board concluded that the terms of the scheme are fair and reasonable to Metrofile shareholders. Accordingly, the Board unanimously recommends that shareholders vote in favor of the resolution approved, to approve the scheme. The notice convening this meeting and the resolutions to be considered is taken as read. As set out in the circular on Pages 78 to 80, shareholders are requested to consider the special resolutions tabled. Before we proceed to the vote, I will briefly explain the voting process. Only shareholders registered in the company's securities register as of the record date of 14 November 2025, are entitled to attend, speak and vote at this meeting. Each shareholder in person or by proxy holds 1 vote for each ordinary share held. Shareholders are requested to cast their votes via the electronic platform or by proxy in accordance with the instructions set out in the circular. Shareholders who delivered a completed form of proxy to the company's appointed Transfer Secretaries, Computershare, in accordance with the instructions contained in the combined offer circular to Metrofile shareholders dated 24 October 2025, have been recorded proxy in accordance with the instructions on the form of proxy. Notwithstanding the delivery of your form of proxy, you may still attend and participate in the shareholders' meeting through the online meeting platform. Please note that your personalized link will not enable you to cast a vote at the meeting. For the purposes of the poll, the company's Transfer Secretaries present at this meeting have been appointed to act as scrutineers to verify the voting. In terms of the company's MOI, I determine that the voting in respect of this meeting shall proceed by way of a poll, to be conducted entirely electronically as contemplated in the Companies Act and the company's MOI through the remote interactive electronic platform provided by the Transfer Secretaries of the company. Shareholders will be entitled to submit written questions during the meeting by using the Q&A functionality on the online platform. If you would like to address the meeting verbally, you will be able to do so by dialing into the meeting using one of the numbers reflected on the platform through your mobile phone or landline. The operator will ask you to confirm either your conference ID, conference name, and you will be asked to provide your first and last name. Once the operator admits you to the meeting, please press *1 to indicate you would like to ask a question. I will now open the voting on the electronic platform to allow shareholders to vote at any time during the meeting until I close the voting on the resolutions. You will be able to send messages or ask questions on the digital platform by using the Q&A functionality, raise verbal questions via the teleconference facilities, and view the webcast while the poll is open. I will allow questions after I have tabled the last resolution on the agenda and before I close the voting. I will now deal with each of the resolutions and its voting in turn. Special resolution #1 is the approval of the scheme. The reason for Special Resolution #1 is to approve the scheme in terms of Sections 141(1) and 115(2)(a) of the Companies Act. The effect of Special Resolution #1 is that the scheme will be approved, and if the scheme becomes wholly unconditional, the Offeror will acquire all of the offer shares from the scheme participants and the listing of the Metrofile shares on the JSE will be terminated following the scheme implementation date. I propose that Special Resolution #1 be taken as read and that the scheme in terms of Sections 114(1) and 115(2(a) of the Companies Act is approved. I will now allow time for voting. Please cast your votes in respect of Special Resolution #1. [Voting]

Special resolution #2 is the revocation of the scheme resolution if the scheme is terminated. The reason for Special Resolution #2 is to reinstate the rights of dissenting shareholders to their Metrofile shares in accordance with Section 164(9(c) as read with Section 164(10) of the Companies Act in the event that the scheme conditions are not fulfilled or waived and the scheme terminates, or the scheme otherwise terminates, thereby extinguishing the appraisal rights of dissenting shareholders. Special Resolution #2 shall only become effective if, one, Special Resolution #1 is approved at the general meeting in terms of the Companies Act; two, the scheme terminates. The effect of Special Resolution #2 is to, in the event that the scheme terminates, reinstate the rights of dissenting shareholders to their Metrofile shares such that any dissenting shareholder that has sent a demand to Metrofile in terms of Section 164(5) and (8) of the Companies Act to be paid the fair value of his Metrofile shares and shall have no right to receive payment of the amount so demanded and such dissenting shareholders' appraisal rights under Section 164 of the Companies Act will accordingly terminate. I propose that Special Resolution #2 be taken as read and that the revocation of the scheme resolution, if the scheme is terminated, is approved. I will now allow time for voting. Please cast your votes in respect to Special Resolution #2. [Voting]

I will now allow any questions pursuant to the resolutions tabled at today's general meeting to be discussed. The voting poll will remain open for the duration of the question-and-answer session. [ Anne-Marie ], have any questions been raised pursuant to the resolutions tabled at today's general meeting on the online platform?

No questions -- general questions. Computershare, do you have any questions raised from shareholders pursuant to the resolutions tabled at today's general meeting on the teleconference? Computershare?

Can you please confirm if there's any teleconference questions?