TEXTON PROPERTY FUND LIMITED - Results of Annual General Meeting and changes to the Texton board of directors

Results of Annual General Meeting and changes to the Texton board of directors

TEXTON PROPERTY FUND LIMITED

Granted REIT status by the JSE

(Incorporated in the Republic of South Africa)

(Registration number 2005/019302/06)

JSE code: TEX

ISIN: ZAE000190542

(“Texton” or “the Company”)



RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE TEXTON BOARD OF DIRECTORS

Texton shareholders are advised that at the Annual General Meeting of shareholders held on Thursday,
17 November 2016, all the ordinary and special resolutions as proposed in the Notice of the Annual
General Meeting, with the exception special resolution number 4, which was withdrawn, and
special resolution number 5 and ordinary resolution number 6, were approved by the requisite
majority of members. In this regard, Texton confirms the voting statistics from the AGM as follows:


                                            % Issued       Votes For       % in         Votes                     %     Votes       Result
                                                                         favour       Against                against   Abstain
                                               share
                                              capital
                                               voted


Special resolution number 1:
Remuneration payable to non-
executive directors                           74.1%     274 650 468    98.6%            3 842 053              1.4%    2 283 054   Carried

Special resolution number 2:
Repurchase of Company shares                  74.2%     274 775 631     98.2%       5 129 866         1.8%             870 078     Carried

Special resolution number 3:
Financial assistance                          74.4%     273 375 357    97.7%      6 531 754         2.3%               868 464     Carried

Special resolution number 4:

Authority to directors to allot and issue
shares in terms of S41 of the                                                                                                      Withdrawn
Companies Act of South Africa, 2008
as amended

Special resolution number 5:

Authority to directors to allot and issue               156 664 825    56.0%      123 238 686       44.0%              872 064     Not carried
shares in terms of S41 of the                 74.4%
Companies Act of South Africa, 2008
as amended
Special resolution number 6:
                                       74.4%    278 074 094
Amendment of the Company’s                                                                               870 078       Carried
memorandum of incorporation                                    99.3%     1 831 403         0.7%

Ordinary resolution number 1:
Adoption of annual financial
statements for the year ended 30
June 2016                               74.4%
                                                 279 905 497    100.0%                 -             -      870 078     Carried



Ordinary resolution number 2:
Appointment of auditor (KPMG Inc.)
in terms of section 61(8)(c)
of the Companies Act                   74.4%     279 905 497    100.0%                 -             -      870 078     Carried
of the Companies Act)



Ordinary resolution number 3.1.1:
Re-election of NV Balfour as a
director
                                       74.4%     278 440 767    99.5%          1 463 730          0.5%     871 078      Carried



Ordinary resolution number 3.1.2:
Re-election of JA Legh as a director

                                       74.4%    257 477 240    92.0%     22 427 257        8.0%          871 078       Carried


Ordinary resolution number 3.1.3:
Re-election of MJ van Heerden as a
director
                                       74.4%     261 186 071    93.3%         18 718 426          6.7%    871 078       Carried



Ordinary resolution number 3.2.1:
Confirmation of appointment of ZP
Ntshalintshali as a director
                                       74.4%     265 383 509    94.8%         14 520 988          5.2%       871 078    Carried



Ordinary resolution number 3.2.2:
Confirmation of appointment of N
Morris as a director
                                       74.4%     272 678 601    97.4%          7 225 896          2.6%       871 078    Carried



Ordinary resolution number 3.2.3:
Confirmation of appointment of B de
Bruyn as a director
                                       74.4%     272 678 601    97.4%          7 225 896          2.6%       871 078    Carried



Ordinary resolution number 4.1:
Election of audit committee member
and chairman: section 94(2) of the
Companies Act (JR Macey)               74.4%     279 904 497    100.0%                 -             -     871 078      Carried
 Ordinary resolution number
 4.2:
 Election of audit committee                   279 904 497     100.0%                 -             -   871 078    Carried
 member: section 94(2) of            74.4%
 the Companies Act (KN
 Vundla)

 Ordinary resolution number
 4.3:
 Election of audit committee
                                       74.4%    265 383 509     94.8%     14 520 988         5.2%        871 078    Carried
 member: section 94(2) of the
 Companies       Act      (ZP
 Ntshalintshali)

 Ordinary resolution number 5:

 General but restricted authority
 to allot and issue authorised but
 unissued shares                                 202 018 276
                                       74.4%                     72.3%    77 296 348       27.7%         872 064 Carried
 Ordinary resolution number 6:

 General authority to issue           74.4%     220 442 805 78.8%        59 460 706       21.2%         872 064 Carried
 shares for cash




 Ordinary resolution number 7:

 Specific authority to issue
                                       74.4%    279 904 482     100.0%           1 015       0.0%        870 078 Carried
 shares to afford shareholders
 distribution reinvestment
 alternatives


 Ordinary resolution number 8:
                                     74.4%
 Authorisation for an                          159 910 289      57.1%    119 994 208        42.9%        871 078 Not
                                                                                                                 carried
 amendment to the Texton
 Property Fund Limited Share
 Incentive Scheme Trust


 Ordinary resolution number 9:

 Implementation of resolutions       74.4%      279 904 482     100.0%
                                                                         1 015            0.0%          870 078 Carried




Hyde Park
18 November 2016

Sponosr
Investec Bank Limited

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