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Results of annual general meeting
FORTRESS REAL ESTATE INVESTMENTS LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2009/016487/06)
JSE share code: FFB
ISIN: ZAE000248506
Bond company code: FORI
LEI: 378900FE98E30F24D975
("Fortress" or the "Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders and noteholders are advised that at the annual general meeting of shareholders held on Monday,
1 December 2025 (in terms of the notice dispatched on 31 October 2025), all the resolutions tabled were passed by the
requisite majority of Fortress shareholders, except for:
- ordinary resolution number 7.1, relating to the amendments to the rules of the 2019 Fortress Conditional Share
Plan ("CSP") to increase the overall CSP limit and individual limit;
- non-binding advisory vote number 1, relating to the approval of the remuneration policy; and
- non-binding advisory vote number 2, relating to the approval of the remuneration implementation report.
Details of the results of voting at the annual general meeting were as follows:
- total number of Fortress shares in issue as at the date of the annual general meeting: 1 218 250 389;
- total number of Fortress shares that were present/represented at the annual general meeting: 1 075 217 810, being
88.26% of the total number of Fortress shares that could have been voted at the annual general meeting.
- total number of Fortress shares that could have been voted at the annual general meeting in respect of ordinary
resolutions number 7.1 and 7.2 (excluding the shares owned or controlled by persons who are existing participants
in the 2019 Fortress CSP): 1 195 209 883;
- total number of Fortress shares that were present/represented at the annual general meeting in respect of ordinary
resolutions number 7.1 and 7.2: 1 052 177 304, being 88.03% of the total number of shares that could have been
voted at the annual general meeting in respect of those resolutions.
Ordinary resolution number 1: Confirmation of appointment and election of Sharron Venessa Naidoo as a director
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 073 583 656, being 99.93% 763 380, being 0.07% 870 774, being 0.07%
Ordinary resolution number 2.1: Re-election of Steven Brown as a director
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 033 070 941, being 96.16% 41 276 095, being 3.84% 870 774, being 0.07%
Ordinary resolution number 2.2: Re-election of Edwin Oblowitz as a director
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 050 796 582, being 97.81% 23 550 454, being 2.19% 870 774, being 0.07%
Ordinary resolution number 2.3: Re-election of Moshiko Caswell Ramokgadi Rampheri as a director
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 072 966 704, being 99.87% 1 380 332, being 0.13% 870 774, being 0.07%
Ordinary resolution number 3.1: Re-election of Susan Melanie Ludolph as a member of the audit committee
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 074 059 996, being 99.97% 287 040, being 0.03% 870 774, being 0.07%
Ordinary resolution number 3.2: Re-election of Jonathon Wade Hillary as a member of the audit committee
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 073 451 204, being 99.92% 895 832, being 0.08% 870 774, being 0.07%
Ordinary resolution number 3.3: Re-election of Edwin Oblowitz as a member of the audit committee
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 074 088 496, being 99.98% 258 540, being 0.02% 870 774, being 0.07%
Ordinary resolution number 3.4: Election of Sharron Venessa Naidoo as a member of the audit committee
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 975 626 245, being 90.81% 98 720 791, being 9.19% 870 774, being 0.07%
Ordinary resolution number 4.1: Election of Thavanesan Chetty as a member of the social, ethics and sustainability
committee
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 074 100 828, being 99.98% 246 208, being 0.02% 870 774, being 0.07%
Ordinary resolution number 4.2: Election of Susan Melanie Ludolph as a member of the social, ethics and sustainability
committee
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 074 347 036, being 100.00% - 870 774, being 0.07%
Ordinary resolution number 4.3: Election of Sipho Vuso Majija as a member of the social, ethics and sustainability
committee
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 074 100 828, being 99.98% 246 208, being 0.02% 870 774, being 0.07%
Ordinary resolution number 4.4: Election of Nonhlanhla Mayisela as a member of the social, ethics and sustainability
committee
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 074 347 036, being 100.00% - 870 774, being 0.07%
Ordinary resolution number 4.5: Election of Moshiko Caswell Ramokgadi Rampheri as a member of the social, ethics
and sustainability committee
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 073 738 244, being 99.94% 608 792, being 0.06% 870 774, being 0.07%
Ordinary resolution number 5: Reappointment of KPMG as auditor of the group with Roxanne Solomon being the
designated audit partner
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 074 274 929, being 99.99% 72 107, being 0.01% 870 774, being 0.07%
Ordinary resolution number 6: General authority to issue shares for cash
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 914 633 793, being 85.13% 159 713 243, being 14.87% 870 774, being 0.07%
Ordinary resolution number 7.1: Amendments to the rules of the 2019 Fortress CSP to increase the overall CSP limit and
individual limit
Shares voted*# For Against Abstentions^
1 050 564 904, being 87.90% 749 324 206, being 71.33% 301 240 698, being 28.67% 1 612 400, being 0.13%
Ordinary resolution number 7.2: Various additional amendments to the rules of the 2019 Fortress CSP
Shares voted*# For Against Abstentions^
1 050 564 904, being 87.90% 1 049 789 904, being 99.93% 775 000, being 0.07% 1 612 400, being 0.13%
Special resolution number 1: Approval of financial assistance to related or interrelated companies
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 067 768 743, being 99.39% 6 578 293, being 0.61% 870 774, being 0.07%
Special resolution number 2: Approval of financial assistance in terms of section 44 of the Companies Act
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 940 697 338, being 87.56% 133 649 698, being 12.44% 870 774, being 0.07%
Special resolution number 3: Approval of the repurchase of shares
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 982 064 651, being 91.41% 92 282 385, being 8.59% 870 774, being 0.07%
Special resolution number 4: Repurchase and cancellation of Fortress ordinary B shares from wholly-owned subsidiaries
Shares voted* For Against Abstentions^
1 074 347 036, being 88.19% 1 073 280 390, being 99.90% 1 066 646, being 0.10% 870 774, being 0.07%
Special resolution number 5: Approval of non-executive directors' remuneration for their services as directors
Shares voted* For Against Abstentions^
1 074 344 536, being 88.19% 1 031 038 730, being 95.97% 43 305 806, being 4.03% 873 274, being 0.07%
Special resolution number 6: Authorising directors to determine non-executive directors' additional special payments
Shares voted* For Against Abstentions^
1 074 344 536, being 88.19% 885 798 851, being 82.45% 188 545 685, being 17.55% 873 274, being 0.07%
Ordinary resolution number 8: Authority for directors or the company secretary to implement resolutions
Shares voted* For Against Abstentions^
1 074 344 536, being 88.19% 1 074 057 496, being 99.97% 287 040, being 0.03% 873 274, being 0.07%
Non-binding advisory vote number 1: Approval of the remuneration policy
Shares voted* For Against Abstentions^
1 074 344 536, being 88.19% 801 404 713, being 74.59% 272 939 823, being 25.41% 873 274, being 0.07%
Non-binding advisory vote number 2: Approval of the remuneration implementation report
Shares voted* For Against Abstentions^
1 074 344 536, being 88.19% 778 962 380, being 72.51% 295 382 156, being 27.49% 873 274, being 0.07%
* shares voted (excluding abstentions) in relation to the total shares in issue.
^ in relation to total shares in issue.
#
excluding shares exercisable by persons who are existing participants in the 2019 Fortress CSP.
As a result of 25,41% and 27,49% of shareholders voting against non-binding advisory vote number 1 and non-binding
advisory vote number 2, respectively, Fortress extends an invitation to all dissenting shareholders, as well as
shareholders who have not yet engaged with the Company, to address their concerns on the remuneration policy and
remuneration implementation report. Shareholders are invited to provide their reasons for voting against the resolutions,
as well as their concerns with the remuneration policy and implementation report, in writing to the chairman of the
remuneration committee, Eddy Oblowitz, by emailing the company secretary at tamlyn@fortressfund.co.za by close of
business on 31 January 2026. The Company will in due course also host a video conference call for the purpose of
receiving and addressing feedback on the remuneration policy and implementation report, details of which will be
released on SENS. Fortress will consider all concerns and, where appropriate, take steps to address any legitimate and
reasonable concerns raised by shareholders.
1 December 2025
Lead sponsor Debt sponsor and joint equity sponsor
Java Capital Nedbank Corporate and Investment Banking,
a division of Nedbank Limited
Date: 01-12-2025 04:45:00
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