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GROWTHPOINT PROPERTIES LIMITED - Annual General Meeting of Growthpoint Properties Limited

Release Date: 15/11/2017 16:02
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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 14 November 2017. All resolutions proposed at the AGM were
decided on a poll. The results of the poll on each resolution dealt with are reflected in the table
below.

On the record date for the AGM (3 November 2017) Growthpoint had 2,934,202,472 ordinary
shares in issue and 2,906,784,995 shares (excluding Treasury Shares) were eligible for voting.


       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          2,111,874,758    72.65      2,111,873,584   100.00      1,174         0.00       0.44          Passed
       financial statements

1.2    Re-election of non-
       executive directors
       who retired by rotation:
1.2.1  Mr JF Marais                2,106,482,515    72.47      1,543,460,633   73.27       563,021,882   26.73      0.63          Passed
1.2.2  Mr R Moonsamy               2,114,002,090    72.73      1,938,396,267   91.69       175,605,823   8.31       0.37          Passed
1.2.3  Mr FJ Visser                2,114,002,090    72.73      1,746,421,653   82.61       367,580,437   17.39      0.37          Passed

1.3    Election of audit
       committee members
1.3.1  Mrs LA Finlay               2,114,002,241    72.73      2,105,083,876   99.58       8,918,365     0.42       0.37          Passed
       (Chairman)
1.3.2  Mr PH Fechter               2,114,002,241    72.73      1,199,240,043   56.73       914,762,198   43.27      0.37          Passed
1.3.3  Mr JC Hayward               2,114,002,241    72.73      1,301,823,057   61.58       812,179,184   38.42      0.37          Passed

1.4    Appointment of KPMG         2,110,954,944    72.62      1,411,164,432   66.85       699,790,512   33.15      0.47          Passed
       Inc. as auditor

1.5.1  Advisory, non-binding       2,113,220,768    72.70      1,366,147,582   64.65       747,073,186   35.35      0.39          Below
       approval of                                                                                                                requisite
       remuneration                                                                                                               majority
       policy                                                                                                                     vote
1.5.2  Advisory, non-binding       2,113,220,768    72.70      1,346,998,909   63.74       766,221,859   36.26      0.39          Below
       approval of                                                                                                                requisite
       implementation of                                                                                                          majority
       remuneration                                                                                                               vote
       policy

1.6    To place the unissued       2,113,983,677    72.73      1,822,777,849   86.22       291,205,828   13.78      0.37          Passed
       authorised ordinary
       shares of the company
       under the control of the
       directors

1.7    Specific and exclusive      2,113,997,924    72.73      2,110,289,667   99.82       3,708,257     0.18       0.37          Passed
       authority to issue
       ordinary shares to
       afford shareholders
       distribution
       reinvestment
       alternatives

1.8    General but restricted      2,113,984,157    72.73      1,993,117,051   94.28       120,867,106   5.72       0.37          Passed
       authority to issue
       shares for cash (75%
       in favour required)

1.9    To receive and accept       2,111,854,917    72.65      2,009,489,530   95.15       102,365,387   4.85       0.44          Passed
       the report of the Social,
       Ethics and
       Transformation
       Committee

2.1    Special resolution:         2,113,995,736    72.73      2,032,328,411   96.14       81,667,325    3.86       0.37          Passed
       Non-executive
       directors’ fees:
       financial year ending
       30 June 2018
2.2    Special resolution:         2,113,983,566    72.73      2,110,310,430   99.83       3,673,136     0.17       0.37          Passed
       Financial assistance to
       related and inter-related
       companies
2.3    Special resolution:         2,113,762,449    72.72      2,104,322,610   99.55       9,439,839     0.45       0.38          Passed
       Authority to repurchase
       ordinary shares

At its AGM on 15 November 2016, Growthpoint recorded its highest-yet approval rate of 79.9%
for its remuneration policy. Notwithstanding that approval, given the concerns raised by some
of the shareholders on Growthpoint’s current remuneration structure, engagement with
shareholders continued in respect of proposed enhancements. These proposed changes
include the introduction of stretch and threshold targets for the STI scheme and include
performance conditions for the proposed LTI scheme. In order not to grant additional benefits
by layering the proposed LTI scheme on top of the existing ERS, the suggested timing for the
introduction of the new LTI scheme is 2018, with the first awards vesting in FY21. Growthpoint
is also considering introducing minimum shareholding requirements for Executives.

Notwithstanding the above proposals and the positive engagement we have had with
shareholders to date, the ordinary resolutions to approve and implement the remuneration
policy only achieved, respectively, a 64.65% and 63.74% vote in favour thereof, at our AGM
held on 14 November 2017.

We had already undertaken to engage with shareholders in the first quarter of 2018 and invite
and encourage all dissenting shareholders to further engage with us, with the intention of
obtaining consensus from all shareholders, prior to the next AGM and implementation of the
new remuneration structure.

Date: 15 November 2017

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

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