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Results of annual general meeting
REBOSIS PROPERTY FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number: 2010/003468/06)
JSE share codes:
REA ISIN: ZAE000240552
REB ISIN: ZAE000201687
(Approved as a REIT by the JSE)
(“Rebosis” or the “Company”)
RESULTS OF ANNUAL GENERAL MEETING
Rebosis shareholders are advised that the voting results for the annual general meeting of Rebosis (“AGM”) held
at the offices of the Company and via electronic participation on Tuesday, 23 February 2021 were as follows.
Voting per class of share
Resolution Number of ordinary Percentage For** Against** Abstained***
shares (“Ords”) and of Ords and % % %
A ordinary shares A Ords in
(“A Ords”) voted issue*
%
Special resolution 1: Adjourned
Approval of non-executive
directors’ remuneration for their
services as directors
Special resolution 2: Adjourned
Approval of non-executive
directors’ remuneration for ad
hoc attendances and additional
work
Ordinary resolution 1: 585 795 694 Ords 83.77 Ords 72.41 Ords 27.59 Ords 0.04 Ords
Adoption of annual financial 51 503 286 A Ords 81.41 A Ords 29.01 A Ords 70.99 A Ords 0.04 A Ords
statements of the Company
Ordinary resolution 2: 585 397 197 Ords 83.72 Ords 53.22 Ords 46.78 Ords 0.09 Ords
Confirmation of the appointment 51 503 286 A Ords 81.41 A Ords 27.14 A Ords 72.86 A Ords 0.04 A Ords
of Mr Lloyd Pengilly as a director
of the Company
Ordinary resolution 3: 585 397 197 Ords 83.72 Ords 56.16 Ords 43.84 Ords 0.09 Ords
Confirmation of the appointment 51 503 286 A Ords 81.41 A Ords 14.12 A Ords 85.88 A Ords 0.04 A Ords
of Mr Kameel Keshav as a
director of the Company
Ordinary resolution 4: 585 413 161 Ords 83.72 Ords 56.15 Ords 43.85 Ords 0.09 Ords
Confirmation of the appointment 51 503 286 A Ords 81.41 A Ords 27.14 A Ords 72.86 A Ords 0.04 A Ords
of Ms Asathi Magwentshu as a
director of the Company
Ordinary resolution 5: 585 413 161 Ords 83.72 Ords 56.15 Ords 43.85 Ords 0.09 Ords
Re-election of director – Mr 51 503 286 A Ords 81.41 A Ords 16.81 A Ords 83.19 A Ords 0.04 A Ords
Nomfundo Qangule
Ordinary resolution 6: 585 413 161 Ords 83.72 Ords 56.15 Ords 43.85 Ords 0.09 Ords
Re-election of director - Mr 51 503 286 A Ords 81.41 A Ords 16.81 A Ords 83.19 A Ords 0.04 A Ords
Maurice Mdlolo
Ordinary resolution 7:
Re-appointment and
appointment of members of the
audit and risk committee
To re-appoint Mr K Keshav as a 585 802 208 Ords 83.78 Ords 54.03 Ords 45.97 Ords 0.04 Ords
member and chairman of the 51 503 286 A Ords 81.41 A Ords 11.20 A Ords 88.80 A Ords 0.04 A Ords
audit and risk committee
To re-appoint Mr TS Seopa as a Withdrawn due to Mr Seopa’s resignation as a director on 8 February 2021
member of the audit and risk
committee
To re-appoint Mr M Mdlolo as a 585 800 708 Ords 83.78 Ords 54.91 Ords 45.09 Ords 0.04 Ords
member of the audit and risk 51 503 286 A Ords 84.14 A Ords 16.73 A Ords 83.27 A Ords 0.04 A Ords
committee
To re-appoint Mr N Qangule as a 585 800 708 Ords 83.78 Ords 54.91 Ords 45.09 Ords 0.04 Ords
member of the audit and risk 51 503 286 A Ords 84.14 A Ords 13.81 A Ords 86.19 A Ords 0.04 A Ords
committee
Ordinary resolution 8:
Appointment of members of the
social and ethics committee
To appoint Mr TS Seopa as a Withdrawn due to Mr Seopa’s resignation as a director on 8 February 2021
member and the chairman of the
social and ethics committee
To appoint Mr N Qangule as a 576 367 184 Ords 82.43 Ords 54.30 Ords 45.70 Ords 1.39 Ords
member of the social and ethics 51 503 286 A Ords 84.14 A Ords 16.73 A Ords 83.27 A Ords 0.04 A Ords
committee
To appoint Ms Z Kogo as a 584 697 337 Ords 83.62 Ords 56.10 Ords 43.90 Ords 0.19 Ords
member of the social and ethics 51 503 286 A Ords 84.14 A Ords 27.06 A Ords 72.94 A Ords 0.04 A Ords
committee
To appoint Ms A Magwentshu as 585 402 211 Ords 83.72 Ords 54.99 Ords 45.01 Ords 0.09 Ords
a member of the social and ethics 51 503 286 A Ords 84.14 A Ords 24.14 A Ords 75.84 A Ords 0.04 A Ords
committee
Ordinary resolution 9: 424 090 941 Ords 60.65 Ords 99.88 Ords 0.12 Ords 23.16 Ords
Re-appointment of auditors 14 983 307 A Ords 23.68 A Ords 92.97 A Ords 7.03 A Ords 57.76 A Ords
Ordinary resolution 10: Adjourned
Remuneration policy
Ordinary resolution 11: Adjourned
Remuneration implementation
report
Ordinary resolution 12: 584 690 823 Ords 83.62 Ords 99.93 Ords 0.07 Ords 0.19 Ords
Signature of documentation 51 503 286 A Ords 81.41 A Ords 98.04 A Ords 1.95 A Ords 0.04 A Ords
* Based on 699 253 200 Ords and 63 266 012 A Ords in issue at the date of the AGM.
** In relation to the total number of Ords and A Ords voted at the AGM.
*** In relation to the total number of Ords and A Ords in issue at the date of the AGM.
Combined voting of Ords and A Ords (“combined shares”)
Resolution Number of Percentage For** Against** Abstained***
combined shares of combined % % %
voted shares in
issue*
%
Special resolution 1: Adjourned
Approval of non-executive
directors’ remuneration for their
services as directors
Special resolution 2: Adjourned
Approval of non-executive
directors’ remuneration for ad
hoc attendances and additional
work
Ordinary resolution 1: 637 765 080 83.64 68.92 31.08 0.04
Adoption of annual financial
statements of the Company
Ordinary resolution 2: 637 366 583 83.59 51.15 48.85 0.09
Confirmation of the appointment
of Mr Lloyd Pengilly as a director
of the Company
Ordinary resolution 3: 637 366 583 83.59 52.79 47.21 0.09
Confirmation of the appointment
of Mr Kameel Keshav as a
director of the Company
Ordinary resolution 4: 637 382 547 83.59 53.84 46.16 0.09
Confirmation of the appointment
of Ms Asathi Magwentshu as a
director of the Company
Ordinary resolution 5: 637 382 547 83.59 53.00 47.00 0.09
Re-election of director – Mr
Nomfundo Qangule
Ordinary resolution 6: 637 382 547 83.59 53.00 47.00 0.09
Re-election of director - Mr
Maurice Mdlolo
Ordinary resolution 7:
Re-appointment and
appointment of members of the
audit and risk committee
To re-appoint Mr K Keshav as a 637 771 594 83.64 50.60 49.40 0.04
member and chairman of the
audit and risk committee
To re-appoint Mr TS Seopa as a Withdrawn due to Mr Seopa’s resignation as a director on 8 February 2021
member of the audit and risk
committee
To re-appoint Mr M Mdlolo as a 637 770 094 83.64 51.86 48.14 0.04
member of the audit and risk
committee
To re-appoint Mr N Qangule as a 637 770 094 83.64 51.62 48.38 0.04
member of the audit and risk
committee
Ordinary resolution 8:
Appointment of members of the
social and ethics committee
To appoint Mr TS Seopa as a Withdrawn due to Mr Seopa’s resignation as a director on 8 February 2021
member and the chairman of the
social and ethics committee
To appoint Mr N Qangule as a 628 336 570 82.40 51.26 48.74 1.27
member of the social and ethics
committee
To appoint Ms Z Kogo as a 636 666 723 83.50 53.78 46.22 0.18
member of the social and ethics
committee
To appoint Ms A Magwentshu as 637 371 597 83.59 52.53 47.47 0.09
a member of the social and ethics
committee
Ordinary resolution 9: 439 540 348 57.64 99.65 0.35 26.03
Re-appointment of auditors
Ordinary resolution 10: Adjourned
Remuneration policy
Ordinary resolution 11: Adjourned
Remuneration implementation
report
Ordinary resolution 12: 636 660 209 83.49 99.78 0.22 0.18
Signature of documentation
* Based on 762 519 212 combined shares in issue consisting of 699 253 200 Ords and 63 266 012 A Ords
at the date of the AGM.
** In relation to the total number of combined shares voted at the AGM.
*** In relation to the total number of combined shares in issue at the date of the AGM.
Based on the above voting results, all resolutions voted on at the AGM were passed by the requisite majority of
Rebosis shareholders represented at the AGM.
At the AGM, the consideration of Special Resolution Numbers 1 and 2 and Ordinary Resolution Numbers 10 and
11 (as referred to in the notice of AGM) (the "adjourned resolutions") was adjourned by the chairperson for
consideration at a meeting to be held virtually or by electronic participation at 10h00 on Thursday, 15 April 2021
(the "adjourned meeting").
The consideration of these resolutions was adjourned due to an ongoing legal dispute in relation to a block of
Rebosis shares comprising 160,999,879 Rebosis Ords and 36,519,979 A Ords (the "affected shares"). Among the
matters in dispute in relation to the affected shares, is the matter of which party has the legal right to exercise
the voting rights attached to the affected shares. The Company received preliminary legal advice to the effect
that a degree of legal uncertainty exists as to which party, in the circumstances, has the right to exercise the
voting rights attaching to the affected shares, but given the timing considerations the Company was unable to
obtain a formal opinion from senior counsel as to the correct legal position prior to the AGM.
The Company determined that the affected shares are capable of potentially having a decisive impact on the
outcome of the voting on the adjourned resolutions, and therefore the chairperson decided to adjourn the
consideration of such resolutions to enable the Company to obtain formal and definitive legal advice on the
matter to ensure that the voting on the adjourned resolutions is conducted lawfully in accordance with the
Company's MOI and all applicable laws.
In respect of the remaining resolutions, the Company determined that, irrespective of how the voting rights
attaching to the affected shares were cast, the affected shares were not capable of potentially having a decisive
impact on the outcome of such resolutions. Accordingly, all resolutions other than the adjourned resolutions
were tabled at the AGM and the results of the voting thereon are set out above.
Please be advised that a separate announcement will be released with the full details of the adjourned
meeting.
24 February 2021
Sponsor
Nedbank Corporate and Investment Banking, a division of Nedbank Limited
Legal advisor
Cliffe Dekker Hofmeyr Inc
Date: 24-02-2021 04:27:00
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