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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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