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Impact of Covid-19 restrictions on the annual general meeting to be held on Monday, 31 August 2020
Delta Property Fund Limited
Approved as a REIT by the JSE
(Incorporated in the Republic of South Africa)
(Registration number 2002/005129/06)
Share code: DLT ISIN code: ZAE000194049
(“Delta” or the “Company”)
IMPACT OF COVID-19 RESTRICTIONS ON THE ANNUAL GENERAL MEETING TO BE HELD ON MONDAY, 31 AUGUST 2020
1. Introduction
Shareholders are referred to the announcement released on SENS on Wednesday, 22 July 2020
relating to the details of the annual general meeting. Shareholders are reminded that the
purpose of the annual general meeting is to consider and if deemed fit, pass with or without
modification, the resolutions contemplated in the notice of the annual general meeting forming
part of the integrated report (“Integrated Report”) which was distributed to shareholders on
Wednesday, 22 July 2020 and which is available on Delta’s website at:
https://www.deltafund.co.za/financials/.
2. Change in logistical arrangements for the annual general meeting
2.1 As a result of the COVID-19 pandemic and the resultant lockdown restrictions on travel
and the holding of public gatherings, it is no longer permissible nor possible to hold a
shareholder meeting in person. Consequently, the annual general meeting will proceed
at 10:00 on Monday, 31 August 2020 and will only be accessible through electronic
communication, as permitted by the JSE Limited, the provisions of the Companies Act,
No. 71 of 2008 (“Companies Act”) and the Company's Memorandum of Incorporation. It
will not be held at the registered offices of the Company.
2.2 To this end, the Company has retained the services of The Meeting Specialist Proprietary
Limited ("TMS") to host the annual general meeting on an interactive electronic platform
remotely, in order to facilitate remote participation by shareholders.
2.3 TMS will also act as scrutineer.
2.4 Please note that the electronic communication facility will only allow Delta
shareholders to listen in and raise questions during the allocated time. Delta
shareholders will NOT be able to vote using this facility.
3. Voting at the annual general meeting
Please ensure that TMS is copied when submitting all completed proxy forms and/or letters of
representation by way of email to Computershare Investor Services Proprietary Limited, being
the transfer secretaries.
3.1 Certificated shareholders and dematerialised shareholders with “own-name” registration
are strongly encouraged to submit votes by proxy before the annual general meeting.
Such shareholders wishing to vote are requested to complete and return the form of
proxy contained in the Integrated Report in accordance with the instructions contained
therein. For assistance in completing the form of proxy, please contact Delta by emailing
the company secretary, Paula Nel, at paulanel@pncs.co.za.
3.2 Dematerialised shareholders without “own-name” registration must notify their duly
appointed Central Securities Depositary Participant (“CSDP”) or broker, as the case may
be, in the manner and subject to the cut-off time stipulated in the custody agreement
governing your relationship with your CSDP or broker, of their voting instructions in
respect of the resolutions to be tabled at the annual general meeting. If you are a
dematerialised shareholder without “own-name” registration and have not been
contacted, it would be advisable for you to contact your CSDP or broker immediately and
furnish your CSDP or broker with your voting instructions. If your CSDP or broker does
not obtain voting instructions from you, your CSDP or broker will be obliged to act in
accordance with the instructions contained in the custody agreement concluded
between you and your CSDP or broker. You must not complete the form of proxy.
4. Participation at the annual general meeting
Voting remotely through the above platform will NOT be allowed or possible. However,
shareholders are reminded that they are still able to vote normally as outlined above, despite
participating either electronically or not at all in the annual general meeting.
4.1 Certificated shareholders and dematerialised shareholders with “own-name” registration
are entitled to attend (via the virtual meeting platform) the annual general meeting and
are entitled to appoint a proxy or proxies to attend (via the virtual meeting platform) in
their stead. The person so appointed need not be a shareholder of the Company.
4.2 Dematerialised shareholders who have not elected “own-name” registration and who
wish to attend (via the virtual meeting platform) the annual general meeting must
instruct their CSDP or broker timeously in order that such CSDP or broker issues them
with the necessary letter of representation for such shareholder to electronically
participate in the annual general meeting, in a non-voting capacity.
4.3 Electronic participation
4.3.1 TMS will assist shareholders with the requirements for electronic participation
in the annual general meeting. If you are in any doubt, please contact their
office on +27 11 520 7950/1/2 by no later than 10:00am on Thursday,
27 August 2020.
4.3.2 All shareholders who wish to attend the annual general meeting by way of
electronic participation are required to send a notice in writing (including
details on how the shareholder or representative (including proxy) can be
contacted) to TMS, at:
Hand delivery The Meeting Specialists Proprietary Limited
JSE Building, One Exchange Square
2 Gwen Lane, Sandown, 2196
Post The Meeting Specialists Proprietary Limited
PO Box 62043, Marshalltown, 2107, South Africa
Email Attention: Michael Wenner, Farhana Adam or Izzy van Schoor
Utilising any one of the following email addresses:
Email: michael.wenner@tmsmeetings.co.za
Email: farhana.adam@tmsmeetings.co.za
Email: izzy.vanschoor@tmsmeetings.co.za
Email: proxy@tmsmeetings.co.za
4.3.3 The written notification must be received by TMS by no later than 10:00am on
the Thursday, 27 August 2020. However, this will not in any way affect the rights
of shareholders to register for the annual general meeting after this date,
provided, however, that only those shareholders who are fully verified (as
required in terms of section 63(1) of the Companies Act) and subsequently
registered at the commencement of the annual general meeting, will be
allowed to participate by electronic means. The written notification should
contain the following:
4.3.3.1 a certified copy of the shareholder’s identification document or
passport if the shareholder is an individual;
4.3.3.2 the letter of representation (in a non-voting capacity) if such
shareholder is a dematerialised shareholder who has not elected
“own-name” registration;
4.3.3.3 a certified copy of a resolution, in terms of section 57(5) of the
Companies Act, authorising a representative to act on behalf of the
holder of Delta shares, if such shareholder is a company or juristic
person, and certified copies of identity documents or passports of
the persons who passed the resolution; and
4.3.3.4 a valid email address and/or telephone number.
4.3.4 TMS is obliged, in terms of section 63(1) of the Companies Act, to validate (in
correspondence with the company secretary, Paula Nel and, in particular, the
transfer secretaries, and your CSDP) each such shareholder's entitlement to
participate in the annual general meeting, before providing it with the
necessary means to electronically access the annual general meeting.
4.3.5 Shareholders who have complied with the requirements above, will be
contacted no later than 10:00 on Friday, 28 August 2020, and provided the
relevant connection details as well as the passcodes through which they or their
proxy(ies) can participate via electronic communication and of the process for
participation via a unique link to the email/cellphone number provided in the
notification.
4.3.6 It is recommended that shareholders log into the online platform at least 15
minutes prior to the scheduled start time for the annual general meeting.
Should shareholders require assistance with accessing the online platform, they
can call the following helpline: +27 81 711 4255.
4.3.7 Shareholders will be able to view a live webcast of the annual general meeting
and will be able ask directors questions online in written format or verbally.
4.3.8 Aside from the costs incurred by Delta as a result of the hosting by TMS of the
annual general meeting by way of a remote interactive electronic platform,
which shareholders can choose to access, shareholders will be liable for their
own network charges in relation to electronic participation in the annual
general meeting. Any such charges will not be for the account of the JSE, Delta
and/or TMS.
4.3.9 None of the JSE, Delta or TMS can be held accountable in the case of loss of
network connectivity or other network failure due to insufficient airtime,
internet connectivity, internet bandwidth and/or power outages which
prevents any such shareholder from participating in the annual general
meeting.
4.3.10 The shareholder acknowledges that the electronic communication services are
provided by third parties and indemnifies Delta against any loss, injury, damage,
penalty or claim arising in any way from the use or possession of the electronic
services, whether or not the problem is caused by any act or omission on the
part of the shareholder or anyone else. In particular, but not exclusively, the
shareholder acknowledges that he/she will have no claim against Delta,
whether for consequential damages or otherwise, arising from the use of the
electronic services or any defect in it or from total or partial failure of the
electronic services and connections linking the shareholder via the electronic
services to the annual general meeting.
4.3.11 Delta cannot guarantee there will not be a break in electronic communication
that is beyond the control of the Company.
Johannesburg
7 August 2020
Sponsor
Nedbank Corporate and Investment Banking
Date: 07-08-2020 09:25:00
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