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Results of annual general meeting
NEPI Rockcastle plc
Incorporated and registered in the Isle of Man
Registered number 014178V
JSE share code: NRP
Euronext share code: NRP
ISIN: IM00BDD7WV31
("NEPI Rockcastle" or "Company")
RESULTS OF ANNUAL GENERAL MEETING
Shareholders are advised that at the annual general meeting ("AGM") of shareholders held on Tuesday, 28 August 2018 (in terms
of the revised AGM notice dispatched on 1 August 2018) all the resolutions tabled thereat were passed by the requisite majority of
NEPI Rockcastle shareholders, except for non-binding resolution 1 which was voted against by more than 25% of the voting rights
exercised in respect of that resolution.
Details of the results of voting at the AGM are as follows:
- total number of NEPI Rockcastle shares in issue as at the date of the AGM: 577 800 734
- total number of NEPI Rockcastle shares that were present/represented at the AGM: 465 718 337 being 81% of the total number
of NEPI Rockcastle shares that could have been voted at the AGM.
Resolution 1: Adoption of Annual Report
Shares voted* For Against Abstentions^
462 543 212 462 230 819, being 99.93% 312 393, being 0.07% 3 175 125, being 0.55%
Resolution 2: Re-election of the following Directors:
- Resolution 2.1: Re-election of Robert Emslie as an Independent Non-Executive Director and his appointment as
Chairman
Shares voted* For Against Abstentions^
463 093 808 450 308 476, being 97.24% 12 785 332, being 2.76% 2 624 529, being 0.45%
- Resolution 2.2: Re-election of Alexandru Morar as Chief Executive Officer
Shares voted* For Against Abstentions^
463 093 808 454 191 446, being 98.08% 8 902 362, being 1.92% 2 624 529, being 0.45%
- Resolution 2.3: Re-election of Spiros Noussis as an Executive Director
Shares voted* For Against Abstentions^
463 093 808 456 002 092, being 98.47% 7 091 716, being 1.53% 2 624 529, being 0.45%
- Resolution 2.4: Re-election of Mirela Covasa as Chief Financial Officer
Shares voted* For Against Abstentions^
463 093 808 455 772 976, being 98.42% 7 320 832, being 1.58% 2 624 529, being 0.45%
- Resolution 2.5: Re-election of Marek Pawel Noetzel as an Executive Director
Shares voted* For Against Abstentions^
463 093 808 455 996 047, being 98.47% 7 097 761, being 1.53% 2 624 529, being 0.45%
- Resolution 2.6: Re-election of Andre van de Veer as an Independent Non-Executive Director
Shares voted* For Against Abstentions^
463 093 808 450 998 876, being 97.39% 12 094 932, being 2.61% 2 624 529, being 0.45%
- Resolution 2.7: Re-election of Desmond de Beer as a Non-Independent Non-Executive Director
Shares voted* For Against Abstentions^
452 905 201 363 639 591, being 80.29% 89 265 610, being 19.71% 12 813 136, being 2.22%
- Resolution 2.8 Re-election of Antoine Dijkstra as an Independent Non-Executive Director
Shares voted* For Against Abstentions^
462 811 415 462 585 628, being 99.95% 225 787, being 0.05% 2 906 922, being 0.50%
- Resolution 2.9: Re-election of Vuso Majija as a Non-Independent Non-Executive Director
Shares voted* For Against Abstentions^
463 093 808 441 354 436, being 95.31% 21 739 372, being 4.69% 2 624 529, being 0.45%
Resolution 3: Appointment of George Aase as an Independent Non-Executive Director
Shares voted* For Against Abstentions^
462 811 415 462 781 415, being 99.99% 30 000, being 0.01% 2 906 922, being 0.50%
Resolution 4: Re-appointment of member of the Audit Committee:
- Resolution 4.1: Re-appointment of Antoine Dijkstra as a member of the Audit Committee
Shares voted* For Against Abstentions^
462 811 415 462 585 628, being 99.95% 225 787, being 0.05% 2 906 922, being 0.50%
Resolution 4.2: Appointment of members of the Audit Committee:
- Resolution 4.2.1: Appointment of Andre van der Veer as a member and Chairman of the Audit Committee
Shares voted* For Against Abstentions^
463 002 243 462 776 456, being 99.95% 225 787, being 0.05% 2 716 094, being 0.47%
- Resolution 4.2.2: Appointment of George Aase as a member of the Audit Committee
Shares voted* For Against Abstentions^
462 811 415 462 781 415, being 99.99% 30 000, being 0.01% 2 906 922, being 0.50%
Resolution 5: Authorising the Directors to appoint PricewaterhouseCoopers as the Auditor
Shares voted* For Against Abstentions^
462 793 980 462 170 808, being 99.87% 623 172, being 0.13% 2 924 357, being 0.51%
Resolution 6: Authorising Directors to determine Auditor's remuneration
Shares voted* For Against Abstentions^
462 970 162 454 877 041, being 98.25% 8 093 121, being 1.75% 2 748 175, being 0.48%
Resolution 7: Approval of Directors to determine Non-Executive Directors' remuneration
Shares voted* For Against Abstentions^
463 093 414 456 024 720, being 98.47% 7 068 694, being 1.53% 2 624 923, being 0.45%
Resolution 8: Authority to give effect to resolutions
Shares voted* For Against Abstentions^
463 093 808 463 063 808, being 99.99% 30 000, being 0.01% 2 624 529, being 0.45%
Resolution 9: Approval of Directors to determine Non-Executive Directors' additional special payments
Shares voted* For Against Abstentions^
452 904 807 378 027 104, being 83.47% 74 877 703, being 16.53% 12 813 530, being 2.22%
Resolution 10: General authority to issue shares for cash
Shares voted* For Against Abstentions^
463 093 613 396 663 296, being 85.66% 66 430 317, being 14.34% 2 624 724, being 0.45%
Resolution 11: Specific authority to issue shares pursuant to a reinvestment option
Shares voted* For Against Abstentions^
463 093 511 462 986 649, being 99.98% 106 862, being 0.02% 2 624 826, being 0.45%
Resolution 12: General authority to repurchase shares
Shares voted* For Against Abstentions^
463 061 824 428 448 452, being 92.53% 34 613 372, being 7.47% 2 656 513, being 0.46%
Resolution 13: Amendments to the Articles of Association
Shares voted* For Against Abstentions^
463 076 083 463 043 894, being 99.99% 32 189, being 0.01% 2 642 254, being 0.46%
Non-binding resolution 1: Endorsement of Remuneration Policy
Shares voted* For Against Abstentions^
462 905 342 306 195 003, being 66.15% 156 710 339, being 33.85% 2 812 995, being 0.49%
Non-binding resolution 2: Endorsement of Remuneration Implementation Report
Shares voted* For Against Abstentions^
462 905 342 382 831 286, being 82.70% 80 074 056, being 17.30% 2 812 995, being 0.49%
* shares excluding abstentions
^ in relation to total shares is issue (excluding treasury shares)
Due to the non-binding advisory vote against the remuneration policy by more than 25% of the voting rights exercised in respect of
non-binding resolution 1, NEPI Rockcastle invites dissenting shareholders to engage with the Company. Shareholders are requested
to address their questions or concerns to the Chairman of the Remuneration Committee, by submitting an email to
officeiom@nepirockcastle.com by 1 October 2018. The Chairman of the Remuneration Committee will then contact shareholders
to discuss their view on the remuneration policy.
28 August 2018
For further information please contact:
NEPI Rockcastle plc
Alex Morar +40 21 232 1398
JSE sponsor
Java Capital +27 11 722 3050
Euronext Listing Agent
ING Bank +31 20 563 6799
Media Relations NEPI@brunswickgroup.com
Brunswick Group LLP +44 20 7404 5959
Date: 28/08/2018 05:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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