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DIPULA INCOME FUND LIMITED - Results of annual general meeting

Release Date: 22/02/2023 17:00
Code(s): DIB     PDF:  
Wrap Text
Results of annual general meeting

DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIB     ISIN: ZAE000203394
(Approved as a REIT by the JSE)
("Dipula" or "Company")


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Wednesday, 22 February 2023 (in
terms of the notice of annual general meeting dispatched to shareholders on Thursday, 15 December 2022), all the
resolutions tabled thereat were passed by the requisite majority of Dipula shareholders other than non-binding advisory
resolutions 1 and 2 in respect of the endorsement of the remuneration policy and the remuneration implementation report,
respectively.

Details of the results of voting at the annual general meeting are as follows:

-        total number of Dipula ordinary shares in issue as at the date of the annual general meeting: 895 747 774;
-        total number of Dipula ordinary shares that could have been voted at the annual general meeting: 893 747 774;
-        total number of Dipula ordinary shares that were present/represented at the annual general meeting: 791 808 490,
         being 88.59% of the total number of Dipula ordinary shares that could have voted at the annual general meeting.

Ordinary resolution number 1: Re-election of ZJ Matlala as a director

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     756 561 641, being 95.56%       35 163 149, being 4.44%       83 700, being 0.01%

Ordinary resolution number 2: Re-election of BH Azizollahoff as a director

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     757 924 617, being 95.73%       33 800 173, being 4.27%       83 700, being 0.01%

Ordinary resolution number 3: Re-election of Prof E Links as a director

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     756 561 641, being 95.56%       35 163 149, being 4.44%       83 700, being 0.01%

Ordinary resolution number 4: Re-election of Y Waja as a director

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     757 924 617, being 95.73%       33 800 173, being 4.27%       83 700, being 0.01%

Ordinary resolution number 5: Re-election of SA Halliday as a director

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     778 662 361, being 98.35%       13 062 429, being 1.65%       83 700, being 0.01%

Ordinary resolution number 6: Election of Z Adams as a director

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     791 724 790, being 100.00%      -                             83 700, being 0.01%

Ordinary resolution number 7: Election of ND Khoele as a director

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     791 724 790, being 100.00%      -                             83 700, being 0.01%

Ordinary resolution number 8: Election of K Teeroovengadum as a director

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     791 724 790, being 100.00%      -                             83 700, being 0.01%

Ordinary resolution number 9: Appointment of Z Adams as a member and chairperson of the audit and risk committee

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     791 724 790, being 100.00%      -                             83 700, being 0.01%

Ordinary resolution number 10: Re-appointment of BH Azizollahoff as a member of the audit and risk committee

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     757 924 617, being 95.73%       33 800 173, being 4.27%       83 700, being 0.01%

Ordinary resolution number 11: Appointment of ND Khoele as a member of the audit and risk committee

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     791 724 790, being 100.00%      -                             83 700, being 0.01%

Ordinary resolution number 12: Appointment of the independent auditor and appointment of individual designated
audit partner

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     791 724 790, being 100.00%      -                             83 700, being 0.01%

Ordinary resolution number 13: General authority to issue shares for cash

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     692 519 125, being 87.47%       99 205 665, being 12.53%      83 700, being 0.01%

Ordinary resolution number 14: Specific authority to issue shares pursuant to a reinvestment option

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     791 724 790, being 100.00%      -                             83 700, being 0.01%

Non-binding advisory resolution number 1: Endorsement of the remuneration policy

Shares voted*                 For                             Against                       Abstentions^
782 544 423, being 87.36%     417 534 627, being 53.36%       365 009 796, being 46.64%     9 264 067, being 1.03%
 
Non-binding advisory resolution number 2: Endorsement of the remuneration implementation report

Shares voted*                 For                             Against                       Abstentions^
791 686 390, being 88.38%     389 393 653, being 49.19%       402 292 737, being 50.81%     122 100, being 0.01%

Ordinary resolution number 15: Signature of documentation

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     791 724 790, being 100.00%      -                             83 700, being 0.01%

Special resolution number 1: Financial assistance to related or inter-related parties

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     791 724 790, being 100.00%      -                             83 700, being 0.01%

Special resolution number 2: Financial assistance for the subscription and/or purchase of securities in the company
or in related or inter-related companies

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     714 913 839, being 90.30%       76 810 951, being 9.70%       83 700, being 0.01%

Special resolution number 3: Share repurchases

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     751 794 174, being 94.96%       39 930 616, being 5.04%       83 700, being 0.01%

Special resolution number 4: Non-executive directors' remuneration

Shares voted*                 For                             Against                       Abstentions^
791 686 390, being 88.38%     791 686 390, being 100.00%      -                             122 100, being 0.01%

Special resolution number 5: Approval to issue shares in terms of section 41(1) of the Companies Act

Shares voted*                 For                             Against                       Abstentions^
791 724 790, being 88.39%     781 586 153, being 98.72%       10 138 637, being 1.28%       83 700, being 0.01%

* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue

As a result of 46.64% of shareholders voting against non-binding resolution 1 and 50.81% voting against non-binding
resolution 2 at the annual general meeting, Dipula extends an invitation to all dissenting shareholders, as well as
shareholders who have not yet engaged with the Company, to address their concerns on the remuneration policy and
implementation report. Shareholders are requested to provide their reasons for voting against non-binding advisory
resolutions 1 and 2, as well as their concerns with the remuneration policy and implementation report, in writing to the
chairperson of the remuneration committee, Mr S Halliday, by emailing the company secretary at dipula@acorim.co.za
by no later than close of business on Wednesday, 1 March 2023. Dipula will consider all concerns and, where
appropriate, take steps to address any legitimate and reasonable concerns raised by shareholders.

22 February 2023


Sponsor
Java Capital

Date: 22-02-2023 05:00:00
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