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MAS REAL ESTATE INC - Results of annual shareholders meeting

Release Date: 05/12/2019 16:00
Code(s): MSP     PDF:  
 
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Results of annual shareholders’ meeting

MAS Real Estate Inc.
Registered in the British Virgin Islands
Registration number 1750199
SEDOL (EMTF): B96VLJ5
SEDOL (JSE): B96TSD2
JSE share code: MSP
ISIN: VGG5884M1041
LEI code: 213800T1TZPGQ7HS4Q13
(“MAS” or “the Company”)


RESULTS OF ANNUAL SHAREHOLDERS’ MEETING


Shareholders are advised that at the annual shareholders’ meeting held today, Thursday, 5 December 2019
(“shareholders’ meeting”), the resolutions tabled thereat were passed by the requisite majority of shareholders,
except as specified below**.

Details of the results of voting at the shareholders’ meeting are as follows:

      -   total number of MAS shares in issue at the record date of the shareholder’s meeting: 709 874 925;
      -   total number of MAS shares in issue that could have been voted at the shareholders’ meeting for resolutions
          7, 8, 9 and 10: 704 493 798; and
      -   total number of MAS shares that were present/represented at the shareholders’ meeting: 496 602 592 being
          69.96% of the total number of MAS shares that could have been voted at the shareholders’ meeting.

Resolution number 1: To receive and adopt the audited financial statements for the year ended 30 June 2019 and the directors’
report and the auditors’ report

Shares voted*                   For                             Against                        Abstentions^
493 035 447, being 69.45%       492 921 616, being 99.98%       113 831, being 0.02%           3 567 145, being 0.50%

Resolution number 2: To re-appoint PricewaterhouseCoopers LLC (PwC) as the auditors of the company

Shares voted*                   For                             Against                        Abstentions^
493 035 447, being 69.45%       492 921 616, being 99.98%       113 831, being 0.02%           3 567 145, being 0.50%

Resolution number 3: To re-elect Glynnis Carthy as a non-executive director

Shares voted*                   For                             Against                        Abstentions^
493 035 447, being 69.45%       489 575 914, being 99.30%       3 459 533, being 0.70%         3 567 145, being 0.50%

Resolution number 4: To re-elect Jaco Jansen as a non-executive director

Shares voted*                   For                             Against                        Abstentions^
493 035 447, being 69.45%       399 706 465, being 81.07%       93 328 982, being 18.93%       3 567 145, being 0.50%

Resolution number 5: To confirm the appointment of Melt Hamman as a non-executive director

Shares voted*                   For                             Against                        Abstentions^
493 035 447, being 69.45%       476 384 452, being 96.62%       16 650 995, being 3.38%        3 567 145 being 0.50%

Resolution number 6: To confirm the transition of Malcolm Levy to a non-executive director

Shares voted*                   For                             Against                        Abstentions^
493 035 447, being 69.45%       463 372 580, being 93.98%       29 662 867, being 6.02%        3 567 145, being 0.50%

Resolution number 7: General authority to repurchase issued shares

Shares voted*                   For                             Against                        Abstentions^
493 035 447#, being 69.98%      477 396 328, being 96.83%       15 639 119, being 3.17%        3 567 145, being 0.51%

# excludes 5 371 127 MAS shares held pursuant to the MAS Share Purchase Scheme

Resolution number 8: General authority to issue shares for cash

Shares voted*                   For                             Against                        Abstentions^
493 035 447#, being 69.98%      351 786 533, being 71.35%       141 248 914, being 28.65%      3 567 145, being 0.51%

# excludes 5 381 127 MAS shares held pursuant to the MAS Share Purchase Scheme

Resolution number 9: Advisory, non-binding approval of remuneration policy

Shares voted*                   For                             Against                        Abstentions^
490 870 922#, being 69.68%      337 322 696, being 68.72%       153 548 226, being 31.28%      5 731 670, being 0.81%

# excludes 5 381 127 MAS shares held pursuant to the MAS Share Purchase Scheme

Resolution number 10: Advisory, non-binding approval of remuneration implementation report

Shares voted*                   For                             Against                        Abstentions^
490 870 922#, being 69.68%      340 957 234, being 69.46%       149 913 688, being 30.54%      5 731 670, being 0.81%

# excludes 5 381 127 MAS shares held pursuant to the MAS Share Purchase Scheme

* in relation to total shares that could have voted (excluding abstentions)
^ in relation to total shares in issue

**With the exception of resolutions 8, 9 and 10.
Resolution 8 regarding general authority to issue shares for cash was voted for by 71.35%.
The advisory, non-binding votes for Resolutions 9 and 10, on the MAS’ remuneration policy and the MAS’
remuneration implementation report which were voted for by 68.72% and 69.46% respectively.

Dependent Resolutions 11 and 12
The acquisition by MAS of Prime Kapital Limited’s (“Prime Kapital”) effective economic interest in the Investment
Joint Venture (the "Investment JV"), together with Prime Kapital’s property management platform which provides
management services in respect of the real estate investment property portfolio held by the Investment JV, in
consideration for the issue by MAS of 67 million MAS shares has now been implemented. Accordingly, dependent
resolution number 11 and dependent resolution number 12 were withdrawn.

Shareholder engagement
Due to the non-binding advisory vote against the endorsement of the remuneration policy and the remuneration
implementation report, MAS invites dissenting shareholders to engage with the Company. The Company welcomes
the opportunity to receive feedback from shareholders to further understand expectations and improve the
remuneration policy. Shareholders are requested to address their questions or concerns to the Company by
submitting an email to the Company Secretary at helen@masrei.com by 31 December 2019.

MAS is listed on the Main Board of the JSE and is listed and admitted to trading on the Euro MTF market of the
Luxembourg Stock Exchange.


5 December 2019

For further information please contact:

Dan Petrisor, Executive Director, MAS Real Estate Inc.                                           +40 741 184 921
Java Capital, JSE Sponsor                                                                        +27 11 722 3050
Harneys Luxembourg, Luxembourg Stock Exchange Listing Agent                                      +35 22 786 7102


Date: 05-12-2019 04:00:00
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