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Results of annual general meeting
RESILIENT REIT LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2002/016851/06)
JSE share code: RES ISIN: ZAE000209557
Bond company code: BIRPIF
(Approved as a REIT by the JSE)
("Resilient" or "the Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting of shareholders held on Wednesday, 7 November 2018 (in terms of
the notice dispatched on 9 October 2018) all the resolutions tabled thereat were passed by the requisite majority of
shareholders, with the exception of the non-binding advisory votes on Resilient's remuneration policy and remuneration
implementation report which were voted against by more than 25% of votes exercised at the annual general meeting.
Details of the results of voting at the annual general meeting are as follows:
- total number of Resilient shares in issue as at the date of the annual general meeting: 421 819 413 (excluding 3 134 587
treasury shares)
- total number of Resilient shares that were present/represented at the annual general meeting: 345 731 613 being 81.96%
of the total number of Resilient shares that could have been voted at the annual general meeting.
Ordinary resolution number 1.1: Re-election of Alan Olivier as director
Shares voted* For Against Abstentions^
345 651 703, being 81.94% 345 649 407, being 100% 2 296, being 0.00% 79 910, being 0.02%
Ordinary resolution number 1.2: Re-election of David Brown as director
Shares voted* For Against Abstentions^
345 651 703, being 81.94% 330 535 743, being 95.63% 15 115 960, being 4.37% 79 910, being 0.02%
Ordinary resolution number 1.3: Re-election of Des Gordon as director
Shares voted* For Against Abstentions^
345 651 703, being 81.94% 345 649 407, being 100% 2 296, being 0.00% 79 910, being 0.02%
Ordinary resolution number 2.1: Re-election of Andries de Lange as director
Shares voted* For Against Abstentions^
313 887 970, being 74.41% 313 536 539, being 99.89% 351 431, being 0.11% 31 843 643, being 7.49%
Ordinary resolution number 2.2: Re-election of Umsha Reddy as director
Shares voted* For Against Abstentions^
345 651 703, being 81.94% 334 017 635, being 96.63% 11 634 068, being 3.37% 79 910, being 0.02%
Ordinary resolution number 3: Re-election of Barry van Wyk as director
Shares voted* For Against Abstentions^
345 651 703, being 81.94% 272 358 927, being 78.80% 73 292 776, being 21.20% 79 910, being 0.02%
Ordinary resolution number 4.1: Re-election of Bryan Hopkins as member of the audit committee
Shares voted* For Against Abstentions^
345 643 016, being 81.94% 291 831 739, being 84.43% 53 811 277, being 15.57% 88 597, being 0.02%
Ordinary resolution number 4.2: Re-election of Barry van Wyk as member of the audit committee
Shares voted* For Against Abstentions^
344 798 854, being 81.74% 238 227 973, being 69.09% 106 570 881, being 30.91% 932 759, being 0.22%
Ordinary resolution number 4.3: Re-election of Protas Phili as member of the audit committee
Shares voted* For Against Abstentions^
345 651 703, being 81.94% 311 796 892, being 90.21% 33 854 811, being 9.79% 79 910, being 0.02%
Ordinary resolution number 4.4: Election of David Brown as member of the audit committee
Shares voted* For Against Abstentions^
345 651 703, being 81.94% 342 588 733, being 99.11% 3 062 970, being 0.89% 79 910, being 0.02%
Ordinary resolution number 4.5: Election of Des Gordon as member of the audit committee
Shares voted* For Against Abstentions^
345 651 703, being 81.94% 345 649 407, being 100% 2 296, being 0.00% 79 910, being 0.02%
Ordinary resolution number 5: Authorising directors to determine auditor’s remuneration
Shares voted* For Against Abstentions^
345 651 822, being 81.94% 345 571 141, being 99.98% 80 681, being 0.02% 79 791, being 0.02%
Ordinary resolution number 6: General authority to issue shares for cash
Shares voted* For Against Abstentions^
345 643 135, being 81.94% 318 843 945, being 92.25% 26 799 190, being 7.75% 88 478, being 0.02%
Non-binding advisory vote 1: Endorsement of remuneration policy
Shares voted* For Against Abstentions^
344 778 106, being 81.74% 234 757 906, being 68.09% 110 020 200, being 31.91% 953 507, being 0.22%
Non-binding advisory vote 2: Endorsement of remuneration implementation report
Shares voted* For Against Abstentions^
344 773 747, being 81.73% 253 743 671, being 73.60% 91 030 076, being 26.40% 957 866, being 0.23%
Special resolution 1: Approval of financial assistance to related or inter-related companies
Shares voted* For Against Abstentions^
345 643 135, being 81.94% 341 095 370, being 98.68% 4 547 765, being 1.32% 88 478, being 0.02%
Special resolution 2: Approval of the repurchases of shares
Shares voted* For Against Abstentions^
345 630 479, being 81.94% 334 303 377, being 96.72% 11 327 102, being 3.28% 101 134, being 0.02%
Special resolution 3.1: Authorising non-executive directors’ fees
Shares voted* For Against Abstentions^
345 142 840, being 81.82% 337 445 281, being 97.77% 7 697 559, being 2.23% 588 773, being 0.14%
Special resolution 3.2: Authorising non-executive directors’ fees for any special committee
Shares voted* For Against Abstentions^
345 640 578, being 81.94% 345 412 092, being 99.93% 228 486, being 0.07% 91 035, being 0.02%
Ordinary resolution number 7: Authority for directors or company secretary to implement resolutions
Shares voted* For Against Abstentions^
345 643 135, being 81.94% 345 640 836, being 100% 2 296, being 0.00% 88 478, being 0.02%
* shares excluding abstentions
^ in relation to total shares is issue (excluding treasury shares)
In respect of the non-binding advisory votes on the endorsement of the remuneration policy and the endorsement of
the remuneration implementation report, Resilient has already commenced an engagement process with the dissenting
shareholders to ascertain their concerns on both the remuneration policy and remuneration implementation report and
will continue to do so.
Resilient extends an invitation to all shareholders, who have not yet engaged with the Company and who have concerns
on the remuneration policy and/or the remuneration implementation report, to address their concerns to the chairperson
of the remuneration committee, Umsha Reddy or to the chairperson of the board, Alan Olivier by 30 November 2018 by e-mailing
the company secretary at monicam@resilient.co.za. Shareholders are also invited to participate in a conference call to raise
their concerns on the remuneration policy and/or the remuneration implementation report and an announcement providing
further details of the conference call will be released in due course.
Resilient will consider all concerns and take steps to address legitimate and reasonable objections and concerns.
7 November 2018
Sponsor
Java Capital
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