Results of annual shareholders’ meeting
MAS Real Estate Inc.
Registered in the British Virgin Islands
Registration number 1750199
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
(“MAS” or “the Company”)
RESULTS OF ANNUAL SHAREHOLDERS’ MEETING
Shareholders are advised that at the annual shareholders’ meeting held on Thursday, 14 January 2021 (“shareholders’
meeting”), all the resolutions tabled thereat were passed by the requisite majorities of shareholders.
There were 710 285 729 potential votes relating to the shareholders’ meeting (the number of shares in issue at the
record date), of which 5,791,931 (potential votes in respect of shares held pursuant to the MAS Share Purchase
Scheme) were not eligible for resolutions 9, 10, 14, 15 and 16 (resulting in 704 493 798 potential votes in respect of
these resolutions). Shareholders holding 569 743 201 (80.21%) of the shares in issue at the record date were present
or represented at the shareholders’ meeting.
The results of voting at the shareholders’ meeting are set out in detail below.
Resolution number 1: To receive and adopt the audited annual financial statements for the year ended 30 June 2020
and the directors’ report and the auditors’ report.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 566 656 835 (100%) - 3 086 366 (0.43%)^
Resolution number 2: To re-appoint PricewaterhouseCoopers LLC (PwC) as the auditors of the Company.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 566 193 643 (99.92%) 463 192 (0.08%) 3 086 366 (0.43%)^
Resolution number 3: To confirm the appointment of Brett Thomas Nagle as a non-executive director.
Shares voted For Against Abstentions
566 193 643 (79.71%)* 566 175 043 (99.99%) 18 600 (0.01%) 3 549 558 (0.50%)^
Resolution number 4: To confirm the appointment of Claudia Patricia Pendred as a non-executive director.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 566 638 235 (99.99%) 18 600 (0.01%) 3 086 366 (0.43%)^
Resolution number 5: To confirm the appointment of Dan Corneliu Pascariu as a non-executive director.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 541 835 441 (95.62%) 24 821 394 (4.38%) 3 086 366 (0.43%)^
Resolution number 6: To confirm the appointment of Vasile Iuga as a non-executive director.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 566 638 235 (99.99%) 18 600 (0.01%) 3 086 366 (0.43%)^
Resolution number 7: To re-elect Pierre Goosen as a non-executive director, who retires by rotation in accordance with
the articles of association of the Company and, being eligible, has offered himself for re-election.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 545 081 496 (96.19%) 21 575 339 (3.81%) 3 086 366 (0.43%)^
Resolution number 8: To re-elect Werner Alberts as a non-executive director, who retires by rotation in accordance
with the articles of association of the Company and, being eligible, has offered himself for re-election.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 565 329 454 (99.77%) 1 327 381 (0.23%) 3 086 366 (0.43%)^
Resolution number 9: General authority to repurchase issued shares.
Shares voted For Against Abstentions
562 709 311 (79.87%)** 515 909 404 (91.68%) 46 799 907 (8.32%) 3 091 959 (0.44%)^^
Resolution number 10: General authority to issue shares for cash pursuant to article 3.12.1(e) of the articles of
association.
Shares voted For Against Abstentions
562 709 311 (79.87%)** 521 258 303 (92.63%) 41 451 008 (7.37%) 3 091 959 (0.44%)^^
Resolution number 11: In the event that the Company migrates its legal seat from the British Virgin Islands to Malta, to
approve all necessary actions as may be required by the Company including the approval of the amendment to the
memorandum and articles of association of the Company to comply with the Malta Companies Act, including providing
the Company’s Board the authority to approve such minor corrections not affecting shareholders’ rights, if any, as may
be required by the Maltese Business Registry or other regulatory authority on submission of the memorandum and
articles of association for registration to procure registration and would not have the effect of changing the substance
of any applicable provision in any substantial manner.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 566 638 235 (99.99%) 18 600 (0.01%) 3 086 366 (0.43%)^
Resolution number 12: To approve the inclusion of mandatory offer protection to minority shareholders by way of
amending the Company’s articles of association, including providing the Company’s Board the authority to approve
such minor corrections not affecting shareholders’ rights, if any, as may be required by the Maltese Business Registry
or other regulatory authority on submission of the memorandum and articles of association for registration to procure
registration and would not have the effect of changing the substance of any applicable provision in any substantial
manner.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 561 847 187 (99.15%) 4 809 648 (0.85%) 3 086 366 (0.43%)^
Resolution number 13: To approve the inclusion of “squeeze-out” rights by way of amending the Company’s articles of
association, including providing the Company’s Board the authority to approve such minor corrections not affecting
shareholders’ rights, if any, that may be required by the Maltese Business Registry or other regulatory authority on
submission of the memorandum and articles of association for registration as may be necessary to procure registration
and would not have the effect of changing the substance of any applicable provision in any substantial manner, and
subject to Resolution number 12 having been adopted.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 561 830 933 (99.15%) 4 825 902 (0.85%) 3 086 366 (0.43%)^
Resolution number 14: Advisory, non-binding approval of remuneration policy.
Shares voted For Against Abstentions
562 251 712 (79.81%)** 438 028 737 (77.91%) 124 222 975 (22.09%) 3 549 558 (0.50%)^^
Resolution number 15: Advisory, non-binding approval of remuneration implementation report.
Shares voted For Against Abstentions
562 251 712 (79.81%)** 437 454 768 (77.80%) 124 796 944 (22.20%) 3 549 558 (0.50%)^^
Resolution number 16: Share incentive scheme and authority to issue shares under the scheme limited to 5% of the
Company’s issued shares.
Shares voted For Against Abstentions
562 714 904 (79.88%)** 532 597 409 (94.65%) 30 117 495 (5.35%) 3 086 366 (0.44%)^^
Resolution number 17: Change of Name.
Shares voted For Against Abstentions
566 656 835 (79.78%)* 566 638 235 (99.99%) 18 600 (0.01%) 3 086 366 (0.43%)^
* Shares voted (excluding abstentions) in relation to total shares in issue.
^ Abstentions in relation to total shares in issue.
** Shares voted (excluding abstentions) in relation to total shares in issue excluding shares held pursuant to the MAS
Share Purchase Scheme.
^^ Abstentions in relation to total shares in issue excluding shares held pursuant to the MAS Share Purchase Scheme.
15 January 2021
For further information please contact:
Dan Petrisor, MAS Real Estate Inc. +40 741 184 921
Java Capital, JSE Sponsor +27 11 722 3050
Date: 15-01-2021 04:20:00
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