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EMIRA PROPERTY FUND LIMITED - Results of the Annual General Meeting

Release Date: 15/11/2018 16:55
Wrap Text
Results of the Annual General Meeting

EMIRA PROPERTY FUND LIMITED
Incorporated in the Republic of South Africa
(Registration number 2014/130842/06)
JSE share code: EMI       ISIN: ZAE000203063
JSE Interest Rate Issuer Code: EMII
(Approved as a REIT by the JSE)
(“Emira” or “the Company”)


RESULTS OF THE ANNUAL GENERAL MEETING

Emira is pleased to advise shareholders that all the ordinary and special resolutions set out in the notice of
Annual General Meeting (“AGM”), were passed by the requisite majority of ordinary shareholders at the
AGM held today, 15 November 2018.

Emira has 522 667 247 ordinary shares in issue of which 412 292 508 shares were voted at the AGM,
representing 78.88%.

Resolutions                                        Shares voted             Votes       Votes      Abstained
                                                                              For      Against
                                                 Number           % (1)     % (2)        % (2)          % (1)
Ordinary resolution number 1:                 412 201 508         78.86    100.00         0.00*          0.02
Re-appointment of Ernst & Young
Incorporated as the independent
external auditors of the Company with
Mr Ernest van Rooyen as the designated
auditor.

Ordinary resolution number 2:
Re-election of directors:
2.1 Re-election of Mr V Nkonyeni as an        412 201 508         78.86     99.82          0.18          0.02
independent non-executive director.
2.2 Re-election of Mr V Mahlangu as an        412 201 508         78.86     96.78          3.22          0.02
independent non-executive director.
2.3 Re-election of Mr M Aitken as an          412 201 508         78.86     92.61          7.39          0.02
independent non-executive director.

Ordinary resolution number 3:
Appointments to the Audit Committee:
3.1 Appointment of Mr B Kent as               412 201 508         78.86     96.10          3.90          0.02
Chairman and a member of the Audit
Committee.
3.2 Appointment of Mr V Nkonyeni as a         412 201 508         78.86     99.82          0.18          0.02
member of the Audit Committee.
3.3 Appointment of Mr V Mahlangu as a         412 201 508         78.86     77.52         22.48          0.02
member of the Audit Committee.

Ordinary resolution number 4:
Non-binding advisory votes:
4.1 Approval of the remuneration policy.      412 201 508         78.86     77.79         22.21          0.02
4.2 Approval of the remuneration              412 201 508         78.86     66.84         33.16          0.02
implementation report.

Ordinary resolution number 5:                 412 201 508         78.86     86.22         13.78          0.02
General authority to issue shares for
cash.

Ordinary resolution number 6:                412 201 508          78.86    100.00         0.00*          0.02
Directors’ authorising resolution

Special resolution number 1:
Approval of the remuneration of the
non-executive directors:
1.1 Board Chairperson.                       412 200 688          78.86    100.00         0.00*          0.02
1.2 Board Member.                            412 200 688          78.86    100.00         0.00*          0.02
1.3 Chairperson Audit and Risk               412 200 688          78.86    100.00         0.00*          0.02
Committee.
1.4 Audit and Risk Committee member.         412 200 688          78.86    100.00         0.00*          0.02
1.5 Chairperson Remuneration                 412 200 688          78.86    100.00         0.00*          0.02
Committee.
1.6 Remuneration Committee member.           412 200 688          78.86    100.00         0.00*          0.02
1.7 Chairperson Finance Committee.           412 200 688          78.86    100.00         0.00*          0.02
1.8 Finance Committee Member.                412 200 688          78.86    100.00         0.00*          0.02
1.9 Chairperson Investment Committee.        412 200 688          78.86    100.00         0.00*          0.02
1.10 Investment Committee Member.            412 200 688          78.86    100.00         0.00*          0.02
1.11 Chairperson Social and Ethics           412 200 688          78.86    100.00         0.00*          0.02
Committee.
1.12 Social and Ethics Committee             412 200 688          78.86    100.00         0.00*          0.02
Member.
1.13 Ad hoc meetings (per hour).             412 200 688          78.86     86.23         13.77          0.02

Special resolution number 2:                 412 201 508          78.86     99.99          0.01          0.02
General authority to repurchase the
Company’s shares.

Special resolution number 3:                 412 201 508          78.86     86.23         13.77          0.02
Authority to provide financial assistance
for the acquisition of securities in terms
of section 44 of the Companies Act.

Special resolution number 4:
Authority to provide loans and other
financial assistance in terms of section
45 of the Companies Act:
4.1 Financial assistance to subsidiaries,    412 201 508          78.86     95.21          4.79          0.02
associate and joint venture entities.
4.2 Financial assistance to executive        412 200 688          78.86     83.98         16.02          0.02
directors, including their investment
vehicles.

Special resolution number 5:                 412 200 688          78.86     80.67         19.33          0.02
Authority to issue shares to directors in
terms of any of the Company’s
approved share incentive plans.

Notes:
1. As a percentage of total ordinary shares in issue.
2. As a percentage of shares voted.
* Less than 0.01%.

Shareholders are further advised that due to ordinary resolution number 4.2 relating to the non-
binding advisory vote on the approval of remuneration implementation report being voted against by
more than 25% of Emira shareholders present in person or represented by proxy at the AGM, an
invitation is hereby extended to such dissenting shareholders to engage with the Company.

Dissenting shareholders are invited to contact Mr Geoff Jennett, Chief Executive Officer of Emira, at
gjennett@emira.co.za to discuss their concerns.


Bryanston
15 November 2018

Sponsor
Questco Corporate Advisory (Pty) Ltd

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