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Results of annual general meeting
FORTRESS INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes: FFA ISIN: ZAE000141313
FFB ISIN: ZAE000141321
(Approved as a REIT by the JSE)
(“Fortress” or “the company”)
RESULTS OF ANNUAL GENERAL MEETING
Linked unitholders are advised that at the annual general meeting of linked unitholders held on Thursday,
13 November 2014 (in terms of the notice of annual general meeting dispatched to linked unitholders on
29 September 2014), all of the resolutions tabled thereat were passed by the requisite majority of Fortress linked
unitholders.
Details of the results of voting at the annual general meeting are as follows:
- total number of Fortress linked units that could have been voted at the annual general meeting: 848 580 576
- total number of Fortress linked units that were present/represented at the annual general meeting: 759 762 879 being
89.53 % of the total number of Fortress linked units that could have been voted at the annual general meeting.
Ordinary Resolution 1.1: Re-election of Craig Hallowes as director
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 2.1: Re-election of Jeff Zidel as director
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 2.2: Re-election of Mark Stevens as director
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 2.3: Re-election of Djurk Venter as director
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 3.1: Re-election of Djurk Venter as a member of the audit committee
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 3.2: Re-election of Chris Lister-James as a member of the audit committee
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 3.3: Re-election of Kura Chihota as a member of the audit committee
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 4: Re-appointment of auditors
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 5: Authorising directors to determine auditors’ remuneration
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 6: Unissued linked units under the control of the directors
For Against Abstentions Actual linked units voted*
476 461 406, being 62.76 % 282 720 113, being 37.24 % 581 360 759 181 519, being 99.92 %
Ordinary Resolution 7: General authority to issue linked units for cash
For Against Abstentions Actual linked units voted*
733 367 689, being 96.60 % 25 813 830, being 3.40 % 581 360 759 181 519, being 99.92 %
As announced on SENS on 10 November 2014, ordinary resolution number 7 (general authority to issue linked units
for cash) was modified at the annual general meeting to limit the scope of the authority to the issue of linked units for
cash only in respect of transactions undertaken for the purposes of effecting Black Economic Empowerment as further
set out in special resolution 4.
Ordinary Resolution 8: Approval of amendment to The Fortress Unit Purchase Trust Deed
For Against Abstentions Actual linked units voted**
684 047 884, being 96.29 % 26 365 643, being 3.71 % 581 360 710 413 527, being 93.50 %
Ordinary Resolution 9: Non-binding advisory vote on remuneration policy
For Against Abstentions Actual linked units voted*
692 346 533, being 91.20 % 66 834 986, being 8.80 % 581 360 759 181 519, being 99.92 %
Special Resolution 1: Authorising non-executive directors’ fees
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Special Resolution 2: Approval of financial assistance to related or inter-related companies
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Accordingly, notice is hereby given that, in terms of the provisions of section 45(5) of the Companies Act, 2008 (“the
Act”) and pursuant to special resolution 2 passed at the annual general meeting of the company, authorising the
company to provide direct or indirect financial assistance to related or inter-related parties, the board of directors (“the
board”) has resolved in terms of section 45(2) of the Act to authorise Fortress to provide financial assistance to entities
or to financiers of such entities who are related to Fortress (which includes certain of its subsidiaries), which financial
assistance exceeds one-tenth of one percent of the company’s net worth.
Linked unitholders are accordingly advised of such financial assistance which will be provided on an ongoing basis
subject to the solvency and liquidity requirements provided for in the Act.
Special Resolution 3: Approval of the repurchase of linked units
For Against Abstentions Actual linked units voted*
742 806 022, being 97.84 % 16 375 497, being 2.16 % 581 360 759 181 519, being 99.92 %
Special Resolution 4: Approval of provision of financial assistance for the purchase of linked units
For Against Abstentions Actual linked units voted*
759 181 519, being 100 % - 581 360 759 181 519, being 99.92 %
Ordinary Resolution 10: Authority for directors or company secretary to implement resolutions
For Against Abstentions Actual linked units voted*
757 681 110, being 100 % - 2 081 769 757 681 110, being 99.73 %
* linked units excluding abstentions.
** linked units excluding abstentions and linked units held by participants in The Fortress Unit Purchase Trust.
13 November 2014
Sponsor
Java Capital
Date: 13/11/2014 05:08:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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