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” or “the Company”)


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

      Growthpoint’s AGM was held on 13 November 2018. 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 (2 November 2018) Growthpoint had 2,970,981,288 ordinary
      shares in issue and 2,946,611,046 shares (excluding Treasury Shares) were eligible for voting.

      In the past year, we have engaged extensively with shareholders on both remuneration and
      general AGM matters. This positive engagement is evident in the outcome of the voting at the
      AGM and we would like to thank shareholders for their time and valuable guidance.

        Resolutions           No of Issued    % of   Votes in Favour   % in        Votes      %          Votes     Result
                              Shares Voted    issued                  favour      Against    Against    Abstained
                                              shares                                                  (% of issued
                                                                                                        shares)
1.1   Adoption of annual      2,295,774,347   77.88   2,295,764,027   100         10,320     0.00         0.40     Passed
      financial statements

1.2 Election of Directors
      appointed by the
      Board

1.2.1 Ms N Siyotula           2,303,734,398   78.15   2,300,147,597   99.84     3,586,801    0.16        0.13     Passed
1.2.2 Ms N O Chauke           2,303,734,398   78.15   2,268,978,308   98.49    34,756,090    1.51        0.13     Passed

1.3   Re-election of non-
      executive directors
      who retired by
      rotation:

1.3.1 Mr M G Diliza           2,303,734,398   78.15   2,136,644,028   92.75   167,090,370     7.25       0.13     Passed
1.3.2 Mr P H Fechter          2,303,735,267   78.15   1,749,883,827   75.96   553,851,440    24.04       0.13     Passed
1.3.3 Mr J C Hayward          2,303,735,251   78.15   1,765,541,345   76.64   538,193,906    23.36       0.13     Passed

1.4 Election of audit
      committee members

1.4.1 Mrs LA Finlay           2,303,735,267   78.15   2,299,725,469   99.83     4,009,798    0.17        0.13     Passed
      (Chairman)
1.4.2 Mr JC Hayward           2,303,735,251   78.15   1,761,888,531   76.48   541,846,720    23.52       0.13     Passed
1.4.3 Ms N Siyotula           2,303,734,398   78.15   2,303,708,139    100         26,259     0.00       0.13     Passed

1.5 Appointment of            2,303,741,414   78.15   1,473,520,977   63.96   830,220,437    36.04       0.13     Passed
      KPMG Inc. as auditor

1.6.1 Advisory, non-          2,303,732,813   78.15   2,213,676,912   96.09    90,055,901    3.91        0.13     Passed
      binding approval of
      remuneration
      policy

1.6.2 Advisory, non-binding   2,303,732,797   78.15   2,162,061,050   93.85   141,671,747    6.15        0.13     Passed
      approval of
      remuneration policy
      implementation

1.7 To place the unissued     2,303,735,681   78.15   1,634,493,309   70.95   669,242,372    29.05       0.13     Passed
      authorised ordinary
      shares of the
      Company under the
      control of the
      directors

1.8  Specific and             2,303,735,681   78.15   2,236,004,873   97.06   67,730,808    2.94         0.13     Passed
     exclusive authority to
     issue ordinary shares
     to afford
     shareholders
     distribution
     reinvestment
     alternatives

1.9 General but restricted    2,303,735,681   78.15   1,815,405,173   78.80   488,330,508  21.20         0.13     Passed
     authority to issue
     shares for cash (75%
     in favour required)

1.10 To receive and           2,295,775,497   77.88   2,294,253,851     99.9     1,521,646  0.07         0.40     Passed
     accept the report of
     the Social, Ethics and
     Transformation
     Committee

2.1 Increase in the           2,303,770,238   78.15   2,263,604,904     98.26    40,165,334  1.74        0.13     Passed
     number of authorised
     shares

2.2 Special resolution:       2,302,333,245   78.10   2,276,584,393     98.88    25,748,852  1.12        0.18     Passed
     Non-executive
     directors’ fees:
     financial year ending
     30 June 2019

2.3 Special resolution:       2,303,731,368   78.15   2,301,638,653     99.91    2,092,715   0.09        0.13     Passed
     Financial assistance
     to related and inter-
     related companies

2.4 Special resolution:       2,303,580,055   78.14   2,301,868,125     99.93    1,711,930   0.07        0.14     Passed
     Authority to
     repurchase ordinary
     shares




Date: 14 November 2018

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

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