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Report on proceedings at the annual general meeting
Emira Property Fund Limited
(Incorporated in the Republic of South Africa)
(Registration number 2014/130842/06)
Share code: EMI
ISIN: ZAE000203063
("Emira” or "the Company")
REPORT ON PROCEEDINGS AT THE ANNUAL GENERAL MEETING
At the 3rd annual general meeting ("AGM") of the shareholders of Emira held on 23 November 2017, all the ordinary and special resolutions proposed at the meeting
were approved by the requisite majority of votes save for:
- "Special Resolution 3: Financial assistance for subscription of securities"; and
- "Special Resolution 4: Financial assistance to directors and/or related and inter-related entities".
In this regard, Emira confirms the voting statistics from the AGM as follows:
Votes carried disclosed as a
percentage in relation to the total Number of shares Shares voted disclosed Shares abstained disclosed
number of shares voted at the voted as a percentage in as a percentage in
meeting relation to the total relation to the total
issued share capital* issued share capital*
Resolutions
For Against
Ordinary Resolutions
1. Adoption of annual financial
statements 100 % 0.00% 448934565 85.89% 0.28%
2. Appointment of external auditors 100 % 0.00% 449142955 85.93% 0.24%
3. Re-election and confirmation of
directors
3.1 Re-election of Mr G van Zyl as
an independent non-executive 98.95% 1.05% 449142955 85.93% 0.24%
director
3.2 Re-election of Mr BH Kent as an
independent non-executive 100% 0.00% 450379070 86.17% 0.00%
director
3.3 Re-election of Ms NE Makiwane
as an independent non- 100% 0.00% 450379070 86.17% 0.00%
executive director
3.4 Appointment of Mr DJ Thomas 100% 0.00% 450379070 86.17% 0.00%
as a non-executive director
4. Appointment of the chairman and
members of the Audit Committee
4.1 Appointment of Mr Bryan Kent
as a member and chairman of 98.45% 1.55% 449142955 85.93% 0.24%
the Audit Committee
4.2 Appointment of Mr Vuyisa
Nkonyeni as a member of the 99.17% 0.83% 449142955 85.93% 0.24%
Audit Committee
4.3 Appointment of Mr Vusi
Mahlangu as a member of the 94.41% 5.59% 449142955 85.93% 0.24%
Audit Committee
5. Approval of remuneration policy 80.03% 19.97% 449142955 85.93% 0.24%
6. Approval to issue ordinary shares,
including to sell treasury shares, 83.36% 16.64% 449142955 85.93% 0.24%
for cash
7. Approval of Forfeitable Share Plan 83.18% 16.82% 449142955 85.93% 0.24%
8. Signature of documents 100% 0.00% 449142955 85.93% 0.24%
Special Resolutions
1. Approval of the non-executive
directors’ remuneration 99.96% 0.04% 449142955 85.93% 0.24%
2. General approval to acquire ordinary
shares 96.11% 3.89% 449142955 85.93% 0.24%
3. Financial assistance for subscription
of securities 1.87% 28.13% 449142955 85.93% 0.24%
4. Financial assistance to directors
and/or related and inter-related 69.42% 30.58% 449142955 85.93% 0.24%
entities
5. Approval to issue shares to directors 88.03% 11.97% 449142955 85.93% 0.24%
*Total issued share capital is 522 667 247.
It is confirmed that Ernst & Young were appointed as Emira’s external auditors as at 23 November 2017.
Johannesburg
24 November 2017
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
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