Wrap Text
Results of annual general meeting
FAIRVEST LIMITED
(Formerly Arrowhead Properties Limited)
(Incorporated in the Republic of South Africa)
(Registration number 2007/032604/06)
JSE share code: FTA ISIN: ZAE000304788
JSE share code: FTB ISIN: ZAE000304796
(Granted REIT status with the JSE)
(“Fairvest” or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting of Fairvest shareholders held on Monday, 28 February 2022 (in
terms of the notice of annual general meeting dispatched to shareholders on Monday, 20 January 2022), all the resolutions
tabled thereat were passed by the requisite majority of Fairvest shareholders other than ordinary resolutions 5.1 and 5.2
relating to the non-binding advisory votes in respect of the remuneration policy and the remuneration implementation report.
Details of the results of voting at the annual general meeting are as follows:
- total number of Fairvest shares in issue as at the date of the annual general meeting: 1 556 861 490;
- total number of Fairvest A shares that could have been voted at the annual general meeting: 62 718 658;
- total number of Fairvest B shares that could have been voted at the annual general meeting (excluding 33 278 934 treasury
shares): 1 460 863 898;
- total number of Fairvest A shares that were present/represented at the annual general meeting: 51 695 422, being 82.42%
of the total number of Fairvest A shares that could have voted at the annual general meeting.
- total number of Fairvest B shares that were present/represented at the annual general meeting: 1 124 976 617, being
77.01% of the total number of Fairvest B shares that could have voted at the annual general meeting.
Ordinary resolution number 1.1: Re-election of A. Basserabie as director
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 933 070, being 74.62% 1 113 849 559, being 99.90% 1 083 511, being 0.10% 10 043 547, being 0.67%
Total shares voted* For Against Abstentions^
1 166 604 207, being 74.93% 1 165 520 596, being 99.91% 1 083 611, being 0.09% 10 067 832, being 0.65%
Ordinary resolution number 1.2: Re-election of N. Makhoba a director
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 114 840 202, being 99.99% 97 899, being 0.01% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 166 511 239, being 99.99% 97 999, being 0.01% 10 062 801, being 2.21%
Ordinary resolution number 1.3: Re-election of N. Mkhize as director
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 114 879 415, being 99.99% 58 686, being 0.01% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 166 550 452, being 99.99% 58 786, being 0.01% 10 062 801, being 0.65%
Ordinary resolution number 2.1: Appointment of members of the Audit and Risk Committee – N. Makhoba
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 114 840 202, being 99.99% 97 899, being 0.01% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 166 511 239, being 99.99% 97 999, being 0.01% 10 062 801, being 0.65%
Ordinary resolution number 2.2: Appointment of members of the Audit and Risk Committee – K. Nkuna
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 114 922 001, being 99.99% 16 100, being 0.01% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 166 593 038, being 99.99% 16 200, being 0.01% 10 062 801, being 0.65%
Ordinary resolution number 2.3: Appointment of members of the Audit and Risk Committee – J. Wiese
A shares voted* For Against Abstentions^
51 385 691, being 81.93% 23 066 381, being 44.89% 28 319 310, being 55.11% 309 731, being 0.49%
B shares voted* For Against Abstentions^
1 069 162 816, being 71.56% 961 150 768, being 89.90% 108 012 048, being 10.10% 55 813 801, being 3.74%
Total shares voted* For Against Abstentions^
1 120 548 507, being 71.97% 984 217 149, being 87.83% 136 331 358, being 12.17% 56 123 532, being 3.60%
Ordinary resolution number 3: Re-appointment of auditors
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 48 971 981, being 94.78% 2 699 156, being 5.22% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 960 070, being 74.46% 854 567 741, being 76.65% 260 392 329, being 23.35% 10 016 547, being 0.67%
Total shares voted* For Against Abstentions^
1 166 631 207, being 74.93% 903 539 722, being 77.45% 263 091 485, being 22.55% 10 040 832, being 0.64%
Ordinary resolution number 4: General authority to issue shares for cash#
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 43 722 385, being 84.62% 7 948 752, being 15.38% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 109 020 121, being 74.22% 1 030 660 576, being 92.93% 78 359 545, being 7.07% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 160 691 258, being 74.55% 1 074 382 961, being 92.56% 86 308 297, being 7.44% 10 062 801, being 0.65%
# 5 917 980 B shares held by participants of the Company’s share purchase and option scheme excluded from voting
Ordinary resolution number 5.1: Non-binding advisory vote on Remuneration Policy
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 7 225 256, being 13.98% 44 445 881, being 86.02% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 106 028 115, being 74.02% 704 256 002, being 63.67% 401 772 113, being 36.33% 18 948 502, being 1.27%
Total shares voted* For Against Abstentions^
1 157 699 252, being 74.36% 711 481 258, being 61.46% 446 217 994, being 38.54% 18 972 787, being 1.22%
Ordinary resolution number 5.2: Non-binding advisory vote the Remuneration Implementation Report Policy
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 8 005 991, being 15.49% 43 665 146, being 84.51% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 106 028 115, being 74.02% 735 527 886, being 66.50% 370 500 229, being 33.50% 18 948 502, being 1.27%
Total shares voted* For Against Abstentions^
1 157 699 252, being 74.36% 743 533 877, being 64.23% 414 165 375, being 35.77% 18 972 787, being 1.22%
Ordinary resolution number 6: Authority to sell Treasury Shares
A shares voted* For Against Abstentions^
51 659 967, being 82.37% 50 677 219, being 98.10% 982 748, being 1.90% 35 455, being 0.06%
B shares voted* For Against Abstentions^
1 114 914 025, being 74.62% 998 770 208, being 89.58% 116 143 817, being 10.42% 10 062 592, being 0.67%
Total shares voted* For Against Abstentions^
1 166 573 992, being 74.93% 1 049 447 427, being 89.96% 117 126 565, being 10.04% 10 098 047, being 0.65%
Special resolution number 1: Share repurchases
A shares voted* For Against Abstentions^
51 659 967, being 82.37% 48 866 171, being 94.59% 2 793 796, being 5.41% 35 455, being 0.06%
B shares voted* For Against Abstentions^
1 115 328 129, being 74.65% 917 600 796, being 82.27% 197 727 333, being 17.73% 9 648 488, being 0.65%
Total shares voted* For Against Abstentions^
1 166 988 096, being 74.96% 966 466 967, being 82.82% 200 521 129, being 17.18% 9 683 943, being 0.62%
Special resolution number 2: Financial assistance in terms of section 45 of the Companies Act
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 965 101, being 74.65% 1 104 477 436, being 99.06% 10 487 665, being 0.94% 10 011 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 636 238, being 74.94% 1 156 148 473, being 99.10% 10 487 765, being 0.90% 10 035 801, being 0.64%
Special resolution number 3.1: Approval of fees payable to non-executive directors - Chairman of the Board
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 776 214, being 99.90% 1 161 887, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 447 251, being 99.90% 1 161 987, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.2: Approval of fees payable to non-executive directors - Non-executive director
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 776 214, being 99.90% 1 161 887, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 447 251, being 99.90% 1 161 987, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.3: Approval of fees payable to non-executive directors - Chairman of the Audit and Risk
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 780 395, being 99.90% 1 157 706, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 451 432, being 99.90% 1 157 806, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.4: Approval of fees payable to non-executive directors - Member of the Audit and Risk
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 776 214, being 99.90% 1 161 887, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 447 251, being 99.90% 1 161 987, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.5: Approval of fees payable to non-executive directors - Chairman of the Remuneration
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 776 214, being 99.90% 1 161 887, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 447 251, being 99.90% 1 161 987, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.6: Approval of fees payable to non-executive directors - Member of the Remuneration
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 776 214, being 99.90% 1 161 887, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 447 251, being 99.90% 1 161 987, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.7: Approval of fees payable to non-executive directors - Chairman of the Investment
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 776 214, being 99.90% 1 161 887, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 447 251, being 99.90% 1 161 987, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.8: Approval of fees payable to non-executive directors - Member of the Investment
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 776 214, being 99.90% 1 161 887, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 447 251, being 99.90% 1 161 987, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.9: Approval of fees payable to non-executive directors - Chairman of the Social and Ethics
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 775 537, being 99.90% 1 162 564, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 446 574, being 99.90% 1 162 664, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.10: Approval of fees payable to non-executive directors - Member of the Social and Ethics
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 775 537, being 99.90% 1 162 564, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 446 574, being 99.90% 1 162 664, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.11: Approval of fees payable to non-executive directors - Chairman of the Nomination
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 776 214, being 99.90% 1 161 887, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 447 251, being 99.90% 1 161 987, being 0.10% 10 062 801, being 0.65%
Special resolution number 3.12: Approval of fees payable to non-executive directors - Member of the Nomination
Committee
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 51 671 037, being 99.99% 100, being 0.01% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 114 938 101, being 74.62% 1 113 776 214, being 99.90% 1 161 887, being 0.10% 10 038 516, being 0.67%
Total shares voted* For Against Abstentions^
1 166 609 238, being 74.93% 1 165 447 251, being 99.90% 1 161 987, being 0.10% 10 062 801, being 0.65%
Special resolution number 4: Financial assistance for the subscription and/or purchase of shares in the Company or a
related or inter-related company
A shares voted* For Against Abstentions^
51 671 137, being 82.39% 49 257 427, being 95.33% 2 413 710, being 4.67% 24 285, being 0.04%
B shares voted* For Against Abstentions^
1 113 762 134, being 74.54% 965 493 626, being 86.69% 148 268 508, being 13.31% 11 214 483, being 0.75%
Total shares voted* For Against Abstentions^
1 165 433 271, being 74.86% 1 014 751 053, being 87.07% 150 682 218, being 12.93% 11 238 768, being 0.72%
* shares voted in relation to total shares in issue
^ in relation to total shares in issue
As ordinary resolutions 5.1 and 5.2 in respect of the non-binding advisory votes on the Company’s Remuneration Policy and
Remuneration Implementation Report were voted against by more than 25% of votes exercised at the meeting. Fairvest
extends an invitation to all dissenting shareholders who have not yet engaged with the Company to address their concerns
to the Chairperson of the Remuneration Committee, Louis Andrag, by emailing the company secretary, Vicki Turner, at
vicki@arrowprop.co.za. Fairvest will consider all concerns and take steps to address concerns.
1 March 2022
Sponsor
Java Capital
Date: 01-03-2022 05:47:00
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