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NEPI ROCKCASTLE PLC - Results of annual general meeting

Release Date: 21/08/2019 17:50
Code(s): NRP     PDF:  
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Results of annual general meeting

NEPI Rockcastle plc
Incorporated and registered in the Isle of Man
Registered number 014178V
JSE and 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 Wednesday,
21 August 2019 (in terms of the revised AGM notice dispatched on 29 July 2019) all the resolutions tabled thereat were
passed by the requisite majority of NEPI Rockcastle shareholders.

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: 585 838 887.
  - total number of NEPI Rockcastle shares that were present/represented at the AGM: 476,946,483 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^
     473,410,179, being            473,403,694, being 100.00%     6,485, being 0.00%       3,536,304, being 0.60%
     80.81%

 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^
     474,079,152,         being 448,808,934,                      25,270,218,              2,867,331,
     80.92%                     being 94.67%                      being 5.33%              being 0.49%

 -   Resolution 2.2: Re-election of Antoine Dijkstra as a Non-executive Director

     Shares voted*                 For                            Against                  Abstentions^
     474,205,146,                  473,907,882, being 99.94%      297,264, being 0.06%     2,741,337, being 0.47%
     being 80.94%

 -   Resolution 2.3: Re-election of Mirela Covasa as Chief Financial Officer

     Shares voted*                 For                            Against                  Abstentions^
     474,205,146,                  473,353,001, being 99.82%      852,145, being 0.18%     2,741,337, being 0.47%
     being 80.94%

 -   Resolution 2.4: Re-election of Andreas Klingen as an Independent Non-executive Director

     Shares voted*           For                               Against                   Abstentions^
     474,205,146,            474,139,182, being 99.99%         65,964, being 0.01%       2,741,337, being 0.47%
     being 80.94%

 Resolution 3. Appointment of members of the Audit Committee:
 -   Resolution 3.1: Appointment of Andre van der Veer as a member and Chairman of the Audit Committee

     Shares voted*           For                               Against                   Abstentions^
     474,205,146,            445,619,295, being 93.97%         28,585,851, being 6.03%   2,741,337, being 0.47%
     being 80.94%

-    Resolution 3.2: Appointment of George Aase as a member of the Audit Committee

     Shares voted*          For                             Against                     Abstentions^
     474,205,146,           474,008,119, being 99.96%       197,027, being 0.04%        2,741,337, being 0.47%
     being 80.94%

-    Resolution 3.3: Appointment of Antoine Dijkstra as a member of the Audit Committee

     Shares voted*          For                             Against                     Abstentions^ 
     474,205,146,           473,979,818, being 99.95%       225,328, being 0.05%        2,741,337, being 0.47%
     being 80.94%

-    Resolution 3.4: Appointment of Andreas Klingen as a member of the Audit Committee

     Shares voted*          For                             Against                     Abstentions^
     474,205,146,           474,175,569, being 99.99%       29,577, being 0.01%         2,741,337, being 0.47%
     being 80.94%

Resolution 4: Authorising the Directors to appoint PricewaterhouseCoopers as the Auditor

     Shares voted*          For                             Against                     Abstentions^
     474,205,146,           473,944,672, being 99.95%       260,474, being 0.05%        2,741,337, being 0.47%
     being 80.94%

Resolution 5: Authorising Directors to determine Auditor’s remuneration

     Shares voted*          For                             Against                     Abstentions^
     474,204,304,           473,771,906, being 99.91%       432,398, being 0.09%        2,742,179, being 0.47%
     being 80.94%

Resolution 6: Approval of Directors to determine Non-Executive Directors’ remuneration

     Shares voted*          For                             Against                     Abstentions^
     474,100,772,           448,507,549, being 94.60%       25,593,223 being 5.40%      2,845,711, being 0.49%
     being 80.93%

Resolution 7: Authority to give effect to resolutions

     Shares voted*          For                             Against                     Abstentions^
     474,203,475,           474,202,258, being 100.00%      1,217, being 0.00%          2,743,008, being 0.47%
     being 80.94%

Resolution 8: Approval of Directors to determine Non-Executive Directors’ additional special payments

     Shares voted*          For                             Against                     Abstentions^
     474,201,206,           372,696,793, being 78.59%       101,504,413, being 21.41%   2,745,277, being 0.47%
     being 80.94%

Resolution 9: General authority to issue shares for cash

     Shares voted*          For                             Against                     Abstentions^
     474,201,614,           413,531,118, being 87.21%       60,670,496, being 12.79%    2,744,869, being 0.47%
     being 80.94%

Resolution 10: Specific authority to issue shares pursuant to a reinvestment option

     Shares voted*              For                              Against                       Abstentions^
     474,203,280,               473,426,466, being 99.84%        776,814, being 0.16%          2,743,203, being 0.47%
     being 80.94%

Resolution 11: General authority to repurchase shares

     Shares voted*              For                              Against                       Abstentions^
     474,170,113,               436,642,353, being 92.09%        37,527,760, being 7.91%       2,776,370, being 0.47%
     being 80.94%


Non-binding resolution 1: Endorsement of Remuneration Policy

    Shares voted*              For                              Against                       Abstentions^
    474,100,013,               394,450,524, being 83.20%        79,649,489, being 16.80%      2,846,470, being 0.49%
    being 80.93%

Non-binding resolution 2: Endorsement of Remuneration Implementation Report

    Shares voted*              For                              Against                       Abstentions^
    474,100,013,               401,137,668, being 84.61%        72,962,345, being 15.39%      2,846,470, being 0.49%
    being 80.93%

* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue (excluding treasury shares)


21 August 2019


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: 21/08/2019 05:50:00
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