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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 yesterday, 14 November 2019.
Emira has 522 667 247 ordinary shares in issue of which 438 348 256 shares were voted at the AGM,
representing 83.87% of the total shares in issue.
Resolutions Shares voted Votes Votes Abstained
For Against
Number % (1) % (2) % (2) % (1)
Ordinary resolution number 1: 436 945 356 83.60 97.01 2.99 0.27
Re-appointment of Ernst & Young
Incorporated as the independent
external auditors of the Company, with
Mr Ernest van Rooyen as the designated
auditor and authorisation of auditor’s
remuneration
Ordinary resolution number 2:
Re-election of directors:
2.1 Appointment of Ms Jasandra Nyker 436 864 749 83.58 100.00 0.00 0.27
as an independent non-executive
director
2.2 Re-election of Mr W McCurrie as an 436 864 749 83.58 93.38 6.62 0.27
independent non-executive director
2.3 Re-election of Mr D Thomas as a 436 864 749 83.58 99.99 0.01 0.27
non-executive director
2.4 Re-election of Ms N Makiwane as an 436 864 749 83.58 97.14 2.86 0.27
independent non-executive director
Ordinary resolution number 3:
Appointments to the Audit Committee:
3.1 Appointment of Mr B Kent as 436 864 749 83.58 75.11 24.89 0.27
Chairman and a member of the Audit
Committee
3.2 Appointment of Mr V Nkonyeni as a 436 864 749 83.58 100.00 0.00 0.27
member of the Audit Committee
3.3 Appointment of Mr V Mahlangu as a 435 448 519 83.31 91.43 8.57 0.54
member of the Audit Committee
Ordinary resolution number 4:
Non-binding advisory votes:
4.1 Endorsement of the remuneration 409 645 181 78.38 89.12 10.88 5.48
policy
4.2 Endorsement of the remuneration 403 290 588 77.16 78.45 21.55 6.69
implementation report
Ordinary resolution number 6: 436 864 749 83.58 100.00 0.00 0.27
Directors’ authorising resolution
Special resolution number 1:
Approval of the remuneration of the
non-executive directors:
1.1 Board Chairperson 436 864 749 83.58 100.00 0.00 0.27
1.2 Non-executive Directors 436 864 749 83.58 100.00 0.00 0.27
1.3 Chairperson of the Audit and Risk 436 864 749 83.58 100.00 0.00 0.27
Committees
1.4 Member of Audit and Risk 436 864 749 83.58 100.00 0.00 0.27
Committees
1.5 Chairperson of the Remuneration 436 864 749 83.58 100.00 0.00 0.27
Committee
1.6 Remuneration Committee Member 436 864 749 83.58 100.00 0.00 0.27
1.7 Chairperson Finance Committee 436 864 749 83.58 100.00 0.00 0.27
1.8 Finance Committee Member 436 864 749 83.58 100.00 0.00 0.27
1.9 Chairperson of the Investment 436 864 749 83.58 100.00 0.00 0.27
Committee
1.10 Investment Committee Member 436 864 749 83.58 100.00 0.00 0.27
1.11 Chairperson of the Social and Ethics 436 864 749 83.58 100.00 0.00 0.27
Committee
1.12 Social and Ethics Committee 436 864 749 83.58 100.00 0.00 0.27
Member
1.13 Ad hoc meetings (per hour) 436 864 749 83.58 100.00 0.00 0.27
Special resolution number 3: Authority
to provide financial assistance for the
subscription or purchase of securities
issued or to be issued by the Company
3.1 Authority to provide financial 436 673 749 83.55 79.29 20.71 0.30
assistance in connection with the issue
of shares to executive directors or staff
in terms of the remuneration policy
3.2. Authority to provide financial 436 864 749 83.58 96.30 3.70 0.27
assistance in connection with the
Domestic Medium Term Note
programme
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, 436 864 749 83.58 99.99 0.01 0.27
associate and joint venture entities
Special resolution number 5: 435 448 519 83.31 78.76 21.24 0.54
Approval 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.
Shareholders are referred to the notice of AGM distributed to shareholders on 25 September 2019 and
in particular to the following resolutions:
- Ordinary resolution number 5, relating to the general authority of the Company and/or any of its subsidiaries to issue shares for cash;
- Special resolution number 2, relating to the general authority of the Company and/or any of its subsidiaries to repurchase the Company’s shares; and
- Special resolution 4.2, relating to the authority of the Company to provide financial assistance to executive directors, including their investment vehicles, in terms of section 45 of the Companies Act.
The board of directors of Emira has decided to withdraw these resolutions initially proposed for
adoption at the AGM. The Company will be engaging with shareholders in respect of the resolutions so
withdrawn.
Bryanston
15 November 2019
Sponsor
Questco Corporate Advisory (Pty) Ltd
Date: 15/11/2019 08:40:00
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