GROWTHPOINT PROPERTIES LIMITED - Annual General Meeting of Growthpoint Properties Limited

Annual General Meeting of Growthpoint Properties Limited

  Growthpoint Properties Limited
  Approved as a REIT by the JSE
  (Incorporated in the Republic of South Africa)
  (Registration number 1987/004988/06)
  Share code: GRT ISIN ZAE000179420
  (“Growthpoint”)


Annual General Meeting of Growthpoint Properties Limited (the “AGM”)


Growthpoint’s AGM was held on 15 November 2016. All resolutions proposed at the AGM were decided
on a poll. The resolutions proposed at the AGM were passed by the required majority and the results of
the poll on each resolution are reflected in the table below.

On the record date for the AGM (4 November 2016) Growthpoint had 2,830,116,406 ordinary shares in
issue.

         Resolutions              No of Issued     (% of      Votes in       % in      Votes         %          Votes       Result
                                  Shares Voted    issued      Favour        Favour    Against      Against    Abstained
                                                  shares)                                                    (% of issued
                                                                                                               shares)

 1.1  Adoption of annual          2,237,884,800    79.1     2,237,884,377   100.00      423          0.0         0.4        Passed
      financial statements

 1.2 Re-election of non- executive directors who retired by rotation:
     
   
 1.2.1 Ms L.A. Finlay             2,233,647,384    78.9     2,120,889,997    94.9    112,757,387     5.1         0.5        Passed

 1.2.2 Ms N.B.P. Nkabinde         2,239,066,046    79.1     2,229,707,146    99.6      9,358,900     0.4         0.3        Passed

 1.2.3 Mr S.P. Mngconkola         2,239,066,046    79.1     2,218,847,346    99.1     20,218,700     0.9         0.3        Passed
 
 1.3   Election of audit committee members
       
 1.3.1 Mrs LA Finlay              2,239,066,046    79.1     2,198,367,194    98.2    40,698,852      1.8         0.3        Passed
      (Chairman)

 1.3.2 Mr PH Fechter              2,239,066,046    79.1     1,727,685,694    77.2    511,380,352    22.8         0.3        Passed

 1.3.3 Mr JC Hayward              2,239,066,046    79.1     1,733,481,868    77.4    505,584,178    22.6         0.3        Passed

 1.4 Appointment of KPMG          2,235,101,236    78.9     2,227,590,242    99.7     7,510,944      0.3         0.5        Passed
     Inc. auditor

 1.5 Advisory, non-binding        2,027,996,543    71.7     1,620,823,818    79.9    407,172,725    20.1         7.8        Passed
     approval of
     remuneration
     policy

 1.6 To place the unissued        2,236,066,243    79.0     1,628,586,003    72.8    607,480,240    27.2         0.3        Passed
     authorised ordinary
     shares of the company
     under the control of the
     directors

 1.7 Specific and exclusive       2,239,066,243    79.1     2,235,277,629    99.8     3,788,614      0.2         0.3        Passed
     authority to issue
     ordinary shares to
     afford shareholders
     distribution
     reinvestment
     alternatives

 1.8 General but restricted       2,239,066,563    79.1     2,102,252,693    93.9    138,813,870     6.1         0.3        Passed
     authority to issue
     shares for cash (75%
     in favour
     required)

1.9 Amendments to the             2,234,808,073    78.9     1,796,327,084    80.4    438,480,989     19.6        0.5        Passed
    Growthpoint Staff
    Incentive Scheme
    Trust Deed and Rules

1.10 To receive and accept        2,237,883,779    79.1     2,237,883,356    100.0      423          0.0         0.4        Passed
     the report of the Social,
     Ethics and
     Transformation
     Committee Chairman

2.1 Special resolution:           2,238,779,932   79.1      2,237,806,447     99.9     973,485       0.1         0.3        Passed
    Non-executive
    directors’ fees for
    financial year ending
    30 June 2016

2.2 Special resolution:           2,239,066,161   79.1      2,234,359,892     99.8     4,706,269     0.2         0.3        Passed
    Financial assistance to
    related and inter-related
    companies

2.3 Special resolution :          2,238,773,728   79.1      2,238,639,562    100.0       134,166     0.0         0.3        Passed
    Amendments to
    Growthpoint’s MOI

2.4 Special resolution:           2,238,813,081   79.1      2,032,241,324     90.8     206,571,757   9.2         0.3        Passed
    Authority to repurchase
    ordinary shares




Date: 16 November 2016

Investec Bank Limited                                               R Krabbenhöft
Sponsor to Growthpoint                                              Company Secretary
                                                                    Growthpoint Properties Ltd

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