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Results of annual general meeting of A ordinary shareholders and B ordinary shareholders
FORTRESS REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes: FFA ISIN: ZAE000248498
FFB ISIN: ZAE000248506
Bond Company code: FORI
LEI: 378900FE98E30F24D975
(Approved as a REIT by the JSE)
("Fortress" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING OF A ORDINARY SHAREHOLDERS AND B ORDINARY SHAREHOLDERS
Shareholders are advised that at the annual general meeting of shareholders held on Tuesday, 6 December 2022 (in
terms of the notice dispatched on 31 October 2022), all the resolutions tabled thereat were passed by the requisite
majority of Fortress shareholders, except for ordinary resolution 4 relating to the general authority to issue shares for
cash.
Details of the results of voting at the annual general meeting were as follows:
- total number of Fortress shares in issue as at the date of the annual general meeting: 2 284 808 200;
- total number of Fortress shares that could have been voted at the annual general meeting (being Fortress
A ordinary shares in issue of 1 191 595 172 excluding Fortress A treasury shares of 26 861 996 and 3 530 095
Fortress A ordinary shares awarded and unvested in terms of the Fortress REIT Long Term Incentive Plan, and
Fortress B ordinary shares in issue of 1 093 213 028 excluding Fortress B treasury shares of 87 536 353 and
3 530 095 Fortress B ordinary shares awarded and unvested in terms of the Fortress REIT Long Term Incentive
Plan): 2 163 349 661;
- total number of Fortress shares that were present/represented at the annual general meeting: 1 931 924 166
being 89.30% of the total number of Fortress shares that could have been voted at the annual general meeting.
Ordinary resolution number 1.1: Re-election of Steven Brown as a director
A shares voted* For Against Abstentions^
1 064 636 011, being 89.35% 336 319 829, being 31.59% 728 316 182, being 68.41% 906 461, being 0.08%
B shares voted* For Against Abstentions^
865 096 021, being 79.13% 644 043 968, being 74.45% 221 052 053, being 25.55% 1 285 673, being 0.12%
Total shares voted* For Against Abstentions^
1 929 732 032, being 84.46% 980 363 797, being 50.80% 949 368 235, being 49.20% 2 192 134, being 0.10%
Ordinary resolution number 1.2: Re-election of Robin Lockhart-Ross as a director
A shares voted* For Against Abstentions^
1 062 939 694, being 89.20% 1 060 428 269, being 99.76% 2 511 425, being 0.24% 2 602 778, being 0.22%
B shares voted* For Against Abstentions^
863 366 305, being 78.98% 838 307 661, being 97.10% 25 058 644, being 2.90% 3 015 389, being 0.28%
Total shares voted* For Against Abstentions^
1 926 305 999, being 84.31% 1 898 735 930, being 98.57% 27 570 069, being 1.43% 5 618 167, being 0.25%
Ordinary resolution number 1.3: Re-election of Hermina Christina Lopion as a director
A shares voted* For Against Abstentions^
1 064 636 011, being 89.35% 1 062 788 626, being 99.83% 1 847 385, being 0.17% 906 461, being 0.08%
B shares voted* For Against Abstentions^
865 095 321, being 79.13% 865 067 351, being 99.99% 27 970, being 0.01% 1 286 373, being 0.12%
Total shares voted* For Against Abstentions^
1 929 731 332, being 84.46% 1 927 855 977, being 99.90% 1 875 355, being 0.10% 2 192 834, being 0.10%
Ordinary resolution number 1.4: Re-election of Jan Naudé Potgieter as a director
A shares voted* For Against Abstentions^
1 062 939 694, being 89.20% 698 721 651, being 65.73% 364 218 043, being 34.27% 2 602 778, being 0.22%
B shares voted* For Against Abstentions^
863 366 305, being 78.98% 665 770 377, being 77.11% 197 595 928, being 22.89% 3 015 389, being 0.28%
Total shares voted* For Against Abstentions^
1 926 305 999, being 84.31% 1 364 492 028, being 70.83% 561 813 971, being 29.17% 5 618 167, being 0.25%
Ordinary resolution number 2.1: Re-election of Bram Goossens as a member of the audit committee
A shares voted* For Against Abstentions^
1 062 946 694, being 89.20% 1 060 319 571, being 99.75% 2 627 123, being 0.25% 2 595 778, being 0.22%
B shares voted* For Against Abstentions^
863 366 305, being 78.98% 859 375 037, being 99.54% 3 991 268, being 0.46% 3 015 389, being 0.28%
Total shares voted* For Against Abstentions^
1 926 312 999, being 84.31% 1 919 694 608, being 99.66% 6 618 391, being 0.34% 5 611 167, being 0.25%
Ordinary resolution number 2.2: Re-election of Benjamin Monaheng Kodisang as a member of the audit committee
A shares voted* For Against Abstentions^
1 062 948 544, being 89.20% 1 061 094 159, being 99.83% 1 854 385, being 0.17% 2 593 928, being 0.22%
B shares voted* For Against Abstentions^
863 366 305, being 78.98% 840 878 661, being 97.40% 22 487 644, being 2.60% 3 015 389, being 0.28%
Total shares voted* For Against Abstentions^
1 926 314 849, being 84.31% 1 901 972 820, being 98.74% 24 342 029, being 1.26% 5 609 317, being 0.25%
Ordinary resolution number 2.3: Re-election of Susan Melanie Ludolph as a member of the audit committee
A shares voted* For Against Abstentions^
1 064 643 011, being 89.35% 843 624 521, being 79.24% 221 018 490, being 20.76% 899 461, being 0.08%
B shares voted* For Against Abstentions^
865 095 321, being 79.13% 788 891 160, being 91.19% 76 204 161, being 8.81% 1 286 373, being 0.12%
Total shares voted* For Against Abstentions^
1 929 738 332, being 84.46% 1 632 515 681, being 84.60% 297 222 651, being 15.40% 2 185 834, being 0.10%
Ordinary resolution number 2.4: Re-election of Jan Naudé Potgieter as a member of the audit committee
A shares voted* For Against Abstentions^
1 062 946 694, being 89.20% 742 847 610, being 69.89% 320 099 084, being 30.11% 2 595 778, being 0.22%
B shares voted* For Against Abstentions^
863 366 305, being 78.98% 670 927 517, being 77.71% 192 438 788, being 22.29% 3 015 389, being 0.28%
Total shares voted* For Against Abstentions^
1 926 312 999, being 84.31% 1 413 775 127, being 73.39% 512 537 872, being 26.61% 5 611 167, being 0.25%
Ordinary resolution number 3: Appointment of the auditor
A shares voted* For Against Abstentions^
1 064 644 861, being 89.35% 1 034 817 596, being 97.20% 29 827 265, being 2.80% 897 611, being 0.08%
B shares voted* For Against Abstentions^
865 090 631, being 79.13% 856 669 181, being 99.03% 8 421 450, being 0.97% 1 291 063, being 0.12%
Total shares voted* For Against Abstentions^
1 929 735 492, being 84.46% 1 891 486 777, being 98.02% 38 248 715, being 1.98% 2 188 674, being 0.10%
Ordinary resolution number 4: General authority to issue shares for cash
A shares voted* For Against Abstentions^
1 064 644 861, being 89.35% 686 347 646, being 64.47% 378 297 215, being 35.53% 897 611, being 0.08%
B shares voted* For Against Abstentions^
865 123 349, being 79.14% 568 215 162, being 65.68% 296 908 187, being 34.32% 1 258 345, being 0.12%
Total shares voted* For Against Abstentions^
1 929 768 210, being 84.46% 1 254 562 808, being 65.01% 675 205 402, being 34.99% 2 155 956, being 0.09%
Special resolution number 1: Approval of financial assistance to related or inter-related companies
A shares voted* For Against Abstentions^
1 064 644 861, being 89.35% 882 035 981, being 82.85% 182 608 880, being 17.15% 897 611, being 0.08%
B shares voted* For Against Abstentions^
865 102 861, being 79.13% 839 904 357, being 97.09% 25 198 504, being 2.91% 1 278 833, being 0.12%
Total shares voted* For Against Abstentions^
1 929 747 722, being 84.46% 1 721 940 338, being 89.23% 207 807 384, being 10.77% 2 176 444, being 0.10%
Special resolution number 2: Approval of the repurchase of shares
A shares voted* For Against Abstentions^
1 064 644 861, being 89.35% 971 920 091, being 91.29% 92 724 770, being 8.71% 897 611, being 0.08%
B shares voted* For Against Abstentions^
865 106 181, being 79.13% 696 675 771, being 80.53% 168 430 410, being 19.47% 1 275 513, being 0.12%
Total shares voted* For Against Abstentions^
1 929 751 042, being 84.46% 1 668 595 862, being 86.47% 261 155 180, being 13.53% 2 173 124, being 0.10%
Special resolution number 3: Authorising non-executive directors' fees
A shares voted* For Against Abstentions^
1 064 582 980, being 89.34% 1 034 676 386, being 97.19% 29 906 594, being 2.81% 959 492, being 0.08%
B shares voted* For Against Abstentions^
865 070 669, being 79.13% 860 387 037, being 99.46% 4 683 632, being 0.54% 1 311 025, being 0.12%
Total shares voted* For Against Abstentions^
1 929 653 649, being 84.46% 1 895 063 423, being 98.21% 34 590 226, being 1.79% 2 270 517, being 0.10%
Special resolution number 4: Change of name of the company
A shares voted* For Against Abstentions^
1 064 644 861, being 89.35% 844 064 537, being 79.28% 220 580 324, being 20.72% 897 611, being 0.08%
B shares voted* For Against Abstentions^
865 069 969, being 79.13% 790 523 316, being 91.38% 74 546 653, being 8.62% 1 311 725, being 0.12%
Total shares voted* For Against Abstentions^
1 929 714 830, being 84.46% 1 634 587 853, being 84.71% 295 126 977, being 15.29% 2 209 336, being 0.10%
Ordinary resolution number 5: Authority for directors or the company secretary to implement resolutions
A shares voted* For Against Abstentions^
1 064 644 861, being 89.35% 1 064 539 766, being 99.99% 105 095, being 0.01% 897 611, being 0.08%
B shares voted* For Against Abstentions^
865 090 091, being 79.13% 865 076 366, being 99.99% 13 725, being 0.01% 1 291 603, being 0.12%
Total shares voted* For Against Abstentions^
1 929 734 952, being 84.46% 1 929 616 132, being 99.99% 118 820, being 0.01% 2 189 214, being 0.10%
Non-binding advisory vote number 1: Approval of the remuneration policy
A shares voted* For Against Abstentions^
1 064 472 434, being 89.33% 748 811 722, being 70.35% 315 660 712, being 29.65% 1 070 038, being 0.09%
B shares voted* For Against Abstentions^
865 070 949, being 79.13% 707 019 931, being 81.73% 158 051 018, being 18.27% 1 310 745, being 0.12%
Total shares voted* For Against Abstentions^
1 929 543 383, being 84.45% 1 455 831 653, being 75.45% 473 711 730, being 24.55% 2 380 783, being 0.10%
Non-binding advisory vote number 2: Approval of the remuneration implementation report
A shares voted* For Against Abstentions^
1 064 472 434, being 89.33% 798 778 857, being 75.04% 265 693 577, being 24.96% 1 070 038, being 0.09%
B shares voted* For Against Abstentions^
865 070 949, being 79.13% 706 685 068, being 81.69% 158 385 881, being 18.31% 1 310 745, being 0.12%
Total shares voted* For Against Abstentions^
1 929 543 383, being 84.45% 1 505 463 925, being 78.02% 424 079 458, being 21.98% 2 380 783, being 0.10%
* shares voted (excluding abstentions) in relation to the total shares in issue.
^ in relation to total shares in issue.
7 December 2022
Lead sponsor Joint sponsor
Java Capital Nedbank Corporate and Investment Banking,
(a division of Nedbank Limited)
Date: 07-12-2022 12:35:00
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