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Results of annual general meeting and changes to the board of directors
FORTRESS INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share codes: FFA ISIN: ZAE000192787
FFB ISIN: ZAE000192795
(Approved as a REIT by the JSE)
(“Fortress” or “the company”)
RESULTS OF ANNUAL GENERAL MEETING AND CHANGES TO THE BOARD OF DIRECTORS
Shareholders are advised that at the annual general meeting of shareholders held on Wednesday, 1 November 2017 (in terms
of the notice of annual general meeting dispatched to shareholders on 29 September 2017), all of the resolutions tabled
thereat were passed by the requisite majority of Fortress shareholders.
Details of the results of voting at the annual general meeting are as follows:
- total number of Fortress shares that could have been voted at the annual general meeting: 2 270 610 732.
- total number of Fortress shares that were present/represented at the annual general meeting: 1 856 071 244 being 81.74%
of the total number of Fortress shares that could have been voted at the annual general meeting.
Ordinary resolution number 1.1: Re-election of Sipho Vuso (Vuso) Majija as director of the company
Shares* For Against Abstentions^
1 850 897 957 1 850 543 171, being 99.98% 354 786, being 0.02% 5 531 708, being 0.24%
Ordinary resolution number 1.2: Re-election of Bongiwe Nomandi Njobe as director of the company
Shares* For Against Abstentions^
1 850 897 957 1 850 890 456, being 100% 7 501, being 0.00% 5 531 708, being 0.24%
Ordinary resolution number 2.1: Re-election of Jeffrey (Jeff) Nathan Zidel as director of the company
Shares* For Against Abstentions^
1 850 899 707 1 767 183 164, being 95.48% 83 716 543, being 4.52% 5 529 958, being 0.24%
Ordinary resolution number 2.2: Re-election of Tshiamo Daphne Matlapeng-Vilakazi as director of the company
Shares* For Against Abstentions^
1 850 897 957 1 780 551 366, being 96.20% 70 346 591, being 3.80% 5 531 708, being 0.24%
Ordinary resolution number 2.3: Re-election of Jan Naude Potgieter as director of the company
Shares* For Against Abstentions^
1 850 897 957 1 796 385 142, being 97.05% 54 512 815, being 2.95% 5 531 708, being 0.24%
Ordinary resolution number 3.1: Re-election of Djurk Peter Claudius Venter as a member of the audit committee
Shares* For Against Abstentions^
1 850 897 957 1 850 550 672, being 99.98% 347 285, being 0.02% 5 531 708, being 0.24%
Ordinary resolution number 3.2: Re-election of Jan Naude Potgieter as a member of the audit committee
Shares* For Against Abstentions^
1 850 899 707 1 798 701 019, being 97.18% 52 198 688, being 2.82% 5 529 958, being 0.24%
Ordinary resolution number 3.3: Re-election of Kurauwone (Kura) Ndakashya Francis Chihota as a member of the audit committee
Shares* For Against Abstentions^
1 850 897 957 1 850 542 821, being 99.98% 355 136, being 0.02% 5 531 708, being 0.24%
Ordinary resolution number 4: Re-appointment of auditors
Shares* For Against Abstentions^
1 850 897 957 1 850 390 866, being 99.97% 507 091, being 0.03% 5 531 708, being 0.24%
Ordinary resolution number 5: Authorising directors to determine auditor’s remuneration
Shares* For Against Abstentions^
1 850 897 626 1 850 896 126, being 100% 1 500, being 0.00% 5 532 039, being 0.24%
Ordinary resolution number 6: General authority to issue shares for cash
Shares* For Against Abstentions^
1 850 897 957 1 784 229 339, being 96.40% 66 668 618, being 3.60% 5 531 708, being 0.24%
Ordinary resolution number 7: General authority to issue shares for Black Economic Empowerment purposes
Shares* For Against Abstentions^
1 850 890 590 1 780 437 745, being 96.19% 70 452 845, being 3.81% 5 539 075, being 0.24%
Ordinary resolution number 8: Approval of new Share Incentive Plan
Shares* For Against Abstentions^
1 849 273 542 1 530 348 702, being 82.75% 318 924 840, being 17.25% 7 156 123, being 0.32%
Ordinary resolution number 9: Non-binding advisory vote on remuneration policy
Shares* For Against Abstentions^
1 849 582 411 1 644 293 293, being 88.90% 205 289 118, being 11.10% 6 847 254, being 0.30%
Special resolution number 1: Approval of financial assistance to related or inter-related companies
Shares* For Against Abstentions^
1 850 897 956 1 810 432 309, being 97.81% 40 465 647, being 2.19% 5 531 709, being 0.24%
Special resolution number 2: Approval of the repurchase of shares
Shares* For Against Abstentions^
1 850 897 956 1 809 626 946, being 97.77% 41 271 010, being 2.23% 5 531 709, being 0.24%
Special resolution number 3: Approval of provision of financial assistance for the purchase of shares
Shares* For Against Abstentions^
1 850 816 685 1 791 947 861, being 96.82% 58 868 824, being 3.18% 5 612 980, being 0.25%
Special resolution number 4: Approval of financial assistance to subscribe for shares
Shares* For Against Abstentions^
1 850 815 068 1 635 117 394, being 88.35% 215 697 674, being 11.65% 5 614 597, being 0.25%
Special resolution number 5: Authorising non-executive directors’ fees
Shares* For Against Abstentions^
1 850 850 944 1 850 391 562, being 99.98% 459 382, being 0.02% 5 578 721, being 0.25%
Ordinary resolution number 6: Change of company name
Shares* For Against Abstentions^
1 850 891 957 1 850 880 518, being 100% 11 439, being 0.00% 5 537 708, being 0.24%
Ordinary resolution number 10: Authority for directors or company secretary to implement resolutions
Shares* For Against Abstentions^
1 850 897 956 1 850 897 256, being 100% 700, being 0.00% 5 531 709, being 0.24%
*excluding abstentions
^ in relation to the total shares in issue.
Shareholders are advised that special resolution number 6 relating to the change of company name will be lodged with the
Companies Intellectual Property Commission (“CIPC”) for registration. A finalisation announcement will be released on
SENS once the resolution relating to the change of name has been registered by CIPC.
CHANGES TO THE BOARD OF DIRECTORS
Shareholders are advised that Andrew Edward Teixeira retired as an executive director of Fortress at the annual general
meeting in accordance with the provisions of clause 25.12 of the company’s memorandum of incorporation. Steven Brown’s
appointment as an alternate director to Andrew will now be replaced with his appointment as an alternate director to Fareed
Ismail Wania.
1 November 2017
Sponsor
Java Capital
Date: 01/11/2017 05:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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