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RDI REIT PLC - Annual General Meeting Voting Results and Changes to the Board

Release Date: 23/01/2020 17:30
Code(s): RPL     PDF:  
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Annual General Meeting Voting Results and Changes to the Board

RDI REIT P.L.C.
(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
LEI: 2138006NHZUMMRYQ1745
ISIN: IM00BH3JLY32
(“RDI” or the “Company”)


ANNUAL GENERAL MEETING VOTING RESULTS AND CHANGES TO THE BOARD


RDI, the income-focused UK-REIT, announces that at the Annual General Meeting (“AGM”) held today all the
proposed resolutions set out below (except Resolution 15) were duly passed by the required majority on votes
conducted by way of a poll.

The results of voting by shareholders on the resolutions, which can be found in the Notice of the AGM, were as
follows: -

 Ordinary Resolution                                          For       %      Against          %    Withheld
 1     To receive and adopt the Annual Report
       and audited financial statements for the
       year ended 31 August 2019                      282,833,221   99.99       41,286       0.01   1,503,799

 2     To approve the Annual Report on
       Remuneration for the year ended 31 August
       2019                                           281,950,469   99.61    1,105,418       0.39   1,322,419

 3     To re-elect GR Tipper as a Director.           239,322,166   85.07   42,011,252      14.93   3,044,888

 4     To re-elect MJW Farrow as an Independent
       Director                                       282,329,945   99.74      729,124       0.26   1,319,238

 5     To re-elect SE Ford as an Independent
       Director                                       282,423,226   99.78      635,843       0.22   1,319,238

 6     To re-elect EA Peace as an Independent
       Director                                       282,678,247   99.87      380,822       0.13   1,319,238

 7     To elect P Prinsloo as a Director              282,742,442   99.89      316,421       0.11   1,319,444

 8     To re-elect MJ Watters as a Director           282,507,940   99.80      552,038       0.20   1,318,329

 9     To re-elect DA Grant as a Director             282,481,714   99.80      578,027       0.20   1,318,566

 10    To appoint KPMG LLP as the Company’s
       Independent Auditor                            281,794,487   99.55    1,271,792       0.45   1,312,027

 11    To authorise the Audit and Risk Committee
       to determine the remuneration of the
       Independent Auditor                            282,961,458   99.97       98,721       0.03   1,318,127

 12    To authorise the new Remuneration Policy.      279,530,761   99.37    1,766,680       0.63   3,080,865

 13    To authorise the Directors to allot Ordinary
       Shares up to the limit contained in the
       Notice of the AGM                              211,982,383   74.89   71,080,685      25.11   1,315,239
 
Special Resolutions
 14    To authorise the Directors to dis-apply pre-
       emption rights up to the limit stated in the
       Notice of AGM                                  214,240,165   75.69   68,825,757      24.31   1,312,384

 15    To authorise the Directors to dis-apply pre-
       emption rights in connection with a
       Specified Investment up to the limit set out
       in the Notice of the AGM.                      210,425,005   74.34   72,640,224      25.66   1,313,077

 16    To authorise the Directors to make market
       purchases of Ordinary Shares up to the limit
       set out in the Notice of the AGM               280,459,541   99.09    2,567,147       0.91   1,351,618

A vote withheld is not a vote in law and is not counted towards votes cast “For” or “Against” a resolution.

The Company’s total issued share capital as at 23 January 2020 is 380,315,623 ordinary shares of 40 pence each.

It has been noted that 14.93% of votes were registered against the re-election of Gavin Tipper, the Chairman of RDI.
The Company is aware that Mr Tipper is classified as being overboarded, and there are shareholder concerns
regarding his ability to devote sufficient time to the Company. The Board considers Mr Tipper to be an exceptional
Chairman who has attended all scheduled and unscheduled Board and Committee meetings during the year. He took
an active role following an approach from the Cromwell Property Group and was heavily involved in all material and
strategic discussions during the past 12 months. RDI therefore has no concerns regarding his ability to devote
sufficient time to the Company.

It has been further noted that a significant number of shareholders on the JSE register have voted against Resolution
13, 14 and 15, with Resolution 15 marginally failing to be passed. Following substantial votes against the same
resolutions previously, management has had continuous dialogue with the major dissenting South African
shareholders and has reduced the directors authority to issue shares from 66% in 2017, to just 10% in 2020. It is
therefore disappointing that South African shareholders have voted against this resolution again but liaison with
shareholders will continue in light of the fact that management believe it important to allow acquisitions to take place
via share placements as opposed to holding cash pending investment, which could cause a drag on earnings in the
short term.

An update will be made in accordance with the UK Corporate Governance Code within six months of the AGM.

Board Changes

Following the conclusion of the Annual General Meeting, Marc Wainer has retired as a Director of RDI. We offer our
thanks to Marc for his considerable contribution during his eight-year tenure. Pieter Prinsloo will act as Redefine
Properties Limited’s (“RDF”) sole representative on the RDI Board and Andrew Konig, a Director of RDF, will be
appointed his alternate with effect from 23 January 2020.

Stephen Oakenfull and Adrian Horsburgh have also stepped down as members of the Board, with effect from today,
but will continue their roles as Deputy CEO and Property Director, respectively, on the executive committee. This
will result in the RDI Board comprising seven directors, which better reflects the current size of the Company. The
changes will improve the balance between independent and non-independent directors, aligning the composition of
the Board with the requirements of the 2018 UK Corporate Governance Code, whilst also improving Board diversity.

In accordance with LR 9.6.2 R of the Listing Rules of the UKLA, copies of all resolutions passed by the Company,
other than resolutions concerning ordinary business, have been submitted to the UK’s National Storage Mechanism
and will shortly be available for inspection at: http://www.morningstar.co.uk/uk/NSM and can also be viewed on the
Company’s website, www.rdireit.com.

For further information:

RDI REIT P.L.C.
Mike Watters, Stephen Oakenfull                                    Tel: +44 (0) 20 7811 0100

FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey, Ellie Sweeney                       Tel: +44 (0) 20 3727 1000

Instinctif Partners
SA Public Relations Adviser
Frederic Cornet                                                     Tel: +27 (0) 11 447 3030

JSE Sponsor
Java Capital                                                        Tel: + 27 (0) 11 722 3050

23 January 2020

Note to editors:

About RDI

RDI is an income focused UK-REIT with a diversified portfolio invested principally in the UK. The investment
approach is driven by an in depth understanding of occupational demand including the impact of technology, transport
and infrastructure investment. The portfolio has been repositioned in recent years to increase its weighting to London
and the South East and to provide greater exposure to our leading hotel and serviced office operating platforms.

RDI is committed to delivering attractive income led total returns across the real estate cycle. The current strategic
objectives of a lower leverage capital structure and more focused allocation of capital are targeted at delivering an
industry leading and sustainable income return.

RDI is a UK Real Estate Investment Trust (UK-REIT) and holds a primary listing on the London Stock Exchange and
a secondary listing on the JSE. The Company is included within the EPRA, GPR, JSE All Property and JSE Tradeable
Property indices.

For more information on RDI, please refer to the Company's website www.rdireit.com

Date: 23-01-2020 05:30:00
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