Wrap Text
Results of annual general meeting
FAIRVEST LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/032604/06)
JSE share code: FTA ISIN: ZAE000304788
JSE share code: FTB ISIN: ZAE000304796
(Granted REIT status with the JSE)
("Fairvest" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting of Fairvest shareholders held on Tuesday, 28 February 2023 (in
terms of the notice of annual general meeting dispatched to shareholders on Monday, 30 January 2023), all the resolutions
tabled thereat were passed by the requisite majority of Fairvest shareholders, other than ordinary resolution 5.1 relating to the
non-binding advisory vote in respect of the remuneration policy.
Details of the results of voting at the annual general meeting are as follows:
- total number of Fairvest shares in issue as at the date of the annual general meeting: 1 558 465 749;
- total number of Fairvest A shares that could have been voted at the annual general meeting: 62 718 658;
- total number of Fairvest B shares that could have been voted at the annual general meeting (including treasury shares):
1 495 747 091;
- total number of Fairvest A shares that were present/represented at the annual general meeting: 37 169 284, being 59.26%
of the total number of Fairvest A shares that could have voted at the annual general meeting.
- total number of Fairvest B shares that were present/represented at the annual general meeting: 1 254 088 990, being
83.84% of the total number of Fairvest B shares that could have voted at the annual general meeting.
Ordinary resolution number 1.1: Re-election of L. Andrag as director
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 35 943 574, being 96.75% 1 205 960, being 3.25% 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 897 076, being 80.15% 1 162 462 787, being 96.96% 36 434 289, being 3.04% 55 191 914, being 3.69%
Total shares voted* For Against Abstentions^
1 236 046 610, being 79.31% 1 198 406 361, being 96.95% 37 640 249, being 3.05% 55 211 664, being 3.54%
Ordinary resolution number 1.2: Re-election of J. Wiese a director
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 37 083 536, being 99.82% 65 998, being 0.18% 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 897 076, being 80.15% 1 181 974 383, being 98.59% 16 922 693, being 1.41% 55 191 914, being 3.69%
Total shares voted* For Against Abstentions^
1 236 046 610, being 79.31% 1 219 057 919, being 98.63% 16 988 691, being 1.37% 55 211 664, being 3.54%
Ordinary resolution number 1.3: Re-election of D. Wilder as director
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 37 149 534, being 100.00% - 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 192 899 272, being 79.75% 1 192 899 272, being 100.00% - 61 189 718, being 4.09%
Total shares voted* For Against Abstentions^
1 230 048 806, being 78.93% 1 230 048 806, being 100.00% - 61 209 468, being 3.93%
Ordinary resolution number 2.1: Appointment of members of the Audit and Risk Committee – N. Makhoba
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 37 149 534, being 100.00% - 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 875 107, being 80.15% 1 197 755 977, being 99.91% 1 119 130, being 0.09% 55 213 883, being 3.69%
Total shares voted* For Against Abstentions^
1 236 024 641, being 79.31% 1 234 905 511, being 99.91% 1 119 130, being 0.09% 55 233 633, being 3.54%
Ordinary resolution number 2.2: Appointment of members of the Audit and Risk Committee – K. Nkuna
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 37 149 534, being 100.00% - 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 875 107, being 80.15% 1 197 755 977, being 99.91% 1 119 130, being 0.09% 55 213 883, being 3.69%
Total shares voted* For Against Abstentions^
1 236 024 641, being 79.31% 1 234 905 511, being 99.91% 1 119 130, being 0.09% 55 233 633, being 3.54%
Ordinary resolution number 2.3: Appointment of members of the Audit and Risk Committee – J. Wiese
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 21 359 294, being 57.50% 15 790 240, being 42.50% 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 870 076, being 80.15% 1 170 121 394, being 97.60% 28 748 682, being 2.40% 55 218 914, being 3.69%
Total shares voted* For Against Abstentions^
1 236 019 610, being 79.31% 1 191 480 688, being 96.40% 44 538 922, being 3.60% 55 238 664, being 3.54%
Ordinary resolution number 3: Re-appointment of auditors
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 32 747 105, being 88.15% 4 402 429, being 11.85% 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 898 319, being 80.15% 921 000 146, being 76.82% 277 898 173, being 23.18% 55 190 671, being 3.69%
Total shares voted* For Against Abstentions^
1 236 047 853, being 79.31% 953 747 251, being 77.16% 282 300 602, being 22.84% 55 210 421, being 3.54%
Ordinary resolution number 4: General authority to issue shares for cash
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 37 149 534, being 100.00% - 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 829 284, being 80.15% 1 118 960 958, being 93.34% 79 868 326, being 6.66% 55 259 706, being 3.69%
Total shares voted* For Against Abstentions^
1 235 978 818, being 79.31% 1 156 110 492, being 93.54% 79 868 326, being 6.46% 55 279 456, being 3.55%
Ordinary resolution number 5.1: Non-binding advisory vote on Remuneration Policy
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 12 648 972, being 34.14% 24 403 214, being 65.86% 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 474 365, being 80.13% 866 932 601, being 72.34% 331 541 764, being 27.66% 55 614 625, being 3.72%
Total shares voted* For Against Abstentions^
1 235 526 551, being 79.28% 879 581 573, being 71.19% 355 944 978, being 28.81% 55 731 723, being 3.58%
Ordinary resolution number 5.2: Non-binding advisory vote on Remuneration Implementation Report Policy
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 15 954 209, being 43.06% 21 097 977, being 56.94% 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 474 365, being 80.13% 916 200 126, being 76.45% 282 274 239, being 23.55% 55 614 625, being 3.72%
Total shares voted* For Against Abstentions^
1 235 526 551, being 79.28% 932 154 335, being 75.45% 303 372 216, being 24.55% 55 731 723, being 3.58%
Ordinary resolution number 6: Authority to sell Treasury Shares
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 35 763 451, being 96.27% 1 386 083, being 3.73% 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 799 784, being 80.15% 1 092 603 777, being 91.14% 106 196 007, being 8.86% 55 289 206, being 3.70%
Total shares voted* For Against Abstentions^
1 235 949 318, being 79.31% 1 128 367 228, being 91.30% 107 582 090, being 8.70% 55 308 956, being 3.55%
Ordinary resolution number 7: Specific authority to issue shares pursuant to a reinvestment option
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 37 149 534, being 100.00% - 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 826 784, being 80.15% 1 189 468 303, being 99.22% 9 358 481, being 0.78% 55 262 206, being 3.69%
Total shares voted* For Against Abstentions^
1 235 976 318, being 79.31% 1 226 617 837, being 99.24% 9 358 481, being 0.76% 55 281 956, being 3.55%
Special resolution number 1: Share repurchases
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 34 083 431, being 91.75% 3 066 103, being 8.25% 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 903 350, being 80.15% 1 015 480 917, being 84.70% 183 422 433, being 15.30% 55 185 640, being 3.69%
Total shares voted* For Against Abstentions^
1 236 052 884, being 79.31% 1 049 564 348, being 84.91% 186 488 536, being 15.09% 55 205 390, being 3.54%
Special resolution number 2: Financial assistance in terms of section 45 of the Companies Act
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 37 149 534, being 100.00% - 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 902 107, being 80.15% 1 189 515 027, being 99.22% 9 387 080, being 0.78% 55 186 883, being 3.69%
Total shares voted* For Against Abstentions^
1 236 051 641, being 79.31% 1 226 664 561, being 99.24% 9 387 080, being 0.76% 55 206 633, being 3.54%
Special resolution number 3.1: Approval of fees payable to non-executive directors - Chairman of the Board
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 793, being 80.15% 1 181 978 264, being 98.59% 16 860 529, being 1.41% 55 250 197, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 979, being 79.30% 1 219 030 450, being 98.64% 16 860 529, being 1.36% 55 367 295, being 3.55%
Special resolution number 3.2: Approval of fees payable to non-executive directors - Non-executive director
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 182 356 261, being 98.63% 16 481 984, being 1.37% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 219 408 447, being 98.67% 16 481 984, being 1.33% 55 367 843, being 3.55%
Special resolution number 3.3: Approval of fees payable to non-executive directors - Chairman of the Audit and Risk
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 181 978 264, being 98.59% 16 859 981, being 1.41% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 219 030 450, being 98.64% 16 859 981, being 1.36% 55 367 843, being 3.55%
Special resolution number 3.4: Approval of fees payable to non-executive directors - Member of the Audit and Risk
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 538 245, being 80.13% 1 182 056 261, being 98.62% 16 481 984, being 1.38% 55 550 745, being 3.71%
Total shares voted* For Against Abstentions^
1 235 590 431, being 79.28% 1 219 108 447, being 98.67% 16 481 984, being 1.33% 55 667 843, being 3.57%
Special resolution number 3.5: Approval of fees payable to non-executive directors - Chairman of the Remuneration
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 34 810 552, being 93.95% 2 241 634, being 6.05% 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 146 830 078, being 95.66% 52 008 167, being 4.34% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 181 640 630, being 95.61% 54 249 801, being 4.39% 55 367 843, being 3.55%
Special resolution number 3.6: Approval of fees payable to non-executive directors - Member of the Remuneration
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 34 810 552, being 93.95% 2 241 634, being 6.05% 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 147 208 075, being 95.69% 51 630 170, being 4.31% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 182 018 627, being 95.64% 53 871 804, being 4.36% 55 367 843, being 3.55%
Special resolution number 3.7: Approval of fees payable to non-executive directors - Chairman of the Investment
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 182 356 261, being 98.63% 16 481 984, being 1.37% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 219 408 447, being 98.67% 16 481 984, being 1.33% 55 367 843, being 3.55%
Special resolution number 3.8: Approval of fees payable to non-executive directors - Member of the Investment
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 182 356 261, being 98.63% 16 481 984, being 1.37% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 219 408 447, being 98.67% 16 481 984, being 1.33% 55 367 843, being 3.55%
Special resolution number 3.9: Approval of fees payable to non-executive directors - Chairman of the Social and Ethics
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 181 500 997, being 98.55% 17 337 248, being 1.45% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 218 553 183, being 98.60% 17 337 248, being 1.40% 55 367 843, being 3.55%
Special resolution number 3.10: Approval of fees payable to non-executive directors - Member of the Social and Ethics
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 181 500 997, being 98.55% 17 337 248, being 1.45% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 218 553 183, being 98.60% 17 337 248, being 1.40% 55 367 843, being 3.55%
Special resolution number 3.11: Approval of fees payable to non-executive directors - Chairman of the Nomination
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 182 356 261, being 98.63% 16 481 984, being 1.37% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 219 408 447, being 98.67% 16 481 984, being 1.33% 55 367 843, being 3.55%
Special resolution number 3.12: Approval of fees payable to non-executive directors - Member of the Nomination
Committee
A shares voted* For Against Abstentions^
37 052 186, being 59.08% 37 052 186, being 100.00% - 117 098, being 0.19%
B shares voted* For Against Abstentions^
1 198 838 245, being 80.15% 1 182 356 261, being 98.63% 16 481 984, being 1.37% 55 250 745, being 3.69%
Total shares voted* For Against Abstentions^
1 235 890 431, being 79.30% 1 219 408 447, being 98.67% 16 481 984, being 1.33% 55 367 843, being 3.55%
Special resolution number 4: Financial assistance for the subscription and/or purchase of shares in the Company or a
related or inter-related company
A shares voted* For Against Abstentions^
37 149 534, being 59.23% 36 047 862, being 97.03% 1 101 672, being 2.97% 19 750, being 0.03%
B shares voted* For Against Abstentions^
1 198 902 107, being 80.15% 1 094 186 907, being 91.27% 104 715 200, being 8.73% 55 186 883, being 3.69%
Total shares voted* For Against Abstentions^
1 236 051 641, being 79.31% 1 130 234 769, being 91.44% 105 816 872, being 8.56% 55 206 633, being 3.54%
* shares voted (excluding abstentions and treasury shares) in relation to total shares in issue
^ in relation to total shares in issue
As ordinary resolution 5.1 relating to the non-binding advisory vote in respect of the remuneration policy was voted against by
more than 25% of votes exercised at the meeting, Fairvest extends an invitation to all dissenting shareholders who have not
yet engaged with the Company to address their concerns to the Chairperson of the Remuneration Committee, Louis Andrag,
by emailing the company secretary, FluidRock Co Sec Proprietary Limited, at fairvest@fluidrockgovernance.com by no later
than close of business on Tuesday, 7 March 2023 Fairvest will consider all concerns and take steps to address concerns.
28 February 2023
Sponsor
Java Capital
Date: 28-02-2023 05:30:00
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