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Annual General Meeting – Amendment to Ordinary Resolution number 8
Stor-Age Property REIT Limited
Incorporated in the Republic of South Africa
Registration number 2015/168454/06
Share Code: SSS ISIN: ZAE000208963
Approved as a REIT by the JSE
(“Stor-Age” or “the Company”)
Annual General Meeting – Amendment to Ordinary Resolution number 8
1. Introduction
Stor-Age shareholders are referred to the notice of annual general meeting (“AGM”) distributed on 23 July
2019 and in particular to ordinary resolution number 8 relating to the general authority to issue shares for
cash.
Following feedback from shareholders, Stor-Age has amended ordinary resolution number 8, relating to the
general authority to issue shares, by limiting the number of shares to be issued for cash to a maximum of
5% of the Company’s listed ordinary shares (excluding treasury shares).
2. Revised ordinary resolution number 8
As a result of the proposed amendment, the revised ordinary resolution number 8 will read as follows:
Ordinary resolution number 8: General authority to directors to issue shares for cash
“Resolved that, subject to the restrictions set out below and subject to the provisions of the Act and the JSE
Listings Requirements, the Board be authorised by way of a general authority to allot and issue any portion
of the ordinary shares of the Company for cash, on the following basis:
• the equity securities which are the subject of the issue for cash must be of a class already in issue or,
where this is not the case, must be limited to such securities or rights that are convertible into a class
already in issue;
• any such issue will only be made to “public shareholders” and not to “related parties”, all as defined by
the JSE Listings Requirements;
• this authority will only be valid until the Company’s next annual general meeting (whereupon this authority
shall lapse, unless it is renewed at the aforementioned annual general meeting, provided that it shall not
extend beyond 15 months of the date of this AGM);
• issues of ordinary shares during the validity period of this resolution may not exceed 19 650 268 ordinary
shares in the aggregate, which represents 5% of the number of ordinary shares in the Company’s issued
share capital at the date of this notice of AGM, being 393 005 377 ordinary shares (exclusive of treasury
shares), provided that:
- any ordinary shares issued under this authority during the validity period of this resolution must be
deducted from the number above;
- in the event of a sub-division or consolidation of issued equity securities during the validity period of
this resolution contemplated above, the existing authority must be adjusted accordingly to represent
the same allocation ratio;
- any such general issues are subject to exchange control regulations and approval at that point in
time;
• after the Company has in terms of this authority issued ordinary shares for cash equivalent to 5% of the
number of shares of that class in issue prior to that issue, the Company shall publish an announcement
containing full details of such issue/s (including the number of shares issued, the average discount to the
weighted average traded price of the shares over the 30 business days prior to the date that the price of
the issue is agreed in writing between the issuer and the party/ies subscribing for the shares, the effects
of the issue on the statement of financial position, net asset value per share, net tangible asset value per
share, and in respect of the statement of comprehensive income, earnings per share, headline earnings
per share and, if applicable, diluted earnings and headline earnings per share) and the intended use of
the funds;
• in determining the price at which an issue of shares may be made in terms of this authority, the maximum
discount permitted will be 5% of the weighted average traded price on the JSE of those shares over the
30 business days prior to the date that the price of the issue is agreed between the Company and the
party/ies subscribing for the shares.”
In terms of the JSE Listings Requirements, a 75% majority of the votes cast by the shareholders present or
represented by proxy at the AGM is required to approve ordinary resolution number 8 regarding the general
authority to issue shares for cash.
3. Details of the AGM
Shareholders are reminded that the AGM will be held at JSE building, Ground Floor, 155 Campground Road,
Newlands, Cape Town on Thursday, 22 August 2019 at 14:00.
The amendment to ordinary resolution number 8 does not affect the validity of any form of proxy already
submitted or to be submitted at the AGM.
Cape Town
19 August 2019
Sponsor
Questco Corporate Advisory Proprietary Limited
Date: 19/08/2019 12:15:00
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