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RAVEN PROPERTY GROUP LIMITED - Result of Annual General Meeting, Directorate change and Tender Offer

Release Date: 06/07/2020 17:14
Code(s): RAV     PDF:  
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Result of Annual General Meeting, Directorate change and Tender Offer

Raven Property Group Limited
Incorporated in Guernsey
Company number 43371
LSE share code: RAV; JSE share code: RAV
ISIN:GB00B0D5V538
(“Raven” or the “Company”)

              Result of Annual General Meeting, Directorate change and Tender Offer

Raven announces that, at the Annual General Meeting (“AGM”) of the Company held at 10:00 a.m. today,
the resolutions set out in the Notice of 2020 AGM dated 5 June 2020, were duly passed following a poll
on each resolution.

Defined terms used in this announcement shall have the same meaning as set out in the Notice of 2020
AGM dated 5 June 2020.

Annual General Meeting Poll Results

Resolution                    For (see note 1)      Against (see note 1)    Number of     Total votes
                             Number of         %    Number of         %          votes           cast
                                votes                    votes                withheld
                                                                           (see note 2)
1      To receive the       409,627,464   99.99%        35,634    0.01%          2,200    409,663,098
       Annual Report
       and Accounts
2      To approve the       132,521,060   73.60%    47,539,757   26.40%    229,604,482    180,060,817
       Directors’
       Remuneration
       Report
3      To     re-appoint    178,180,506   77.62%    51,383,535   22.38%    180,101,258    229,564,041
       Richard Jewson
4      To     re-appoint    390,853,518   95.41%    18,809,096    4.59%          2,684    409,662,614
       Anton Bilton
5      To     re-appoint    397,018,597   96.91%    12,644,018    3.09%          2,684    409,662,615
       Glyn Hirsch
6      To     re-appoint    397,018,597   100.00%          182    0.00%     12,646,520    397,018,779
       Mark Sinclair
7      To     re-appoint    397,018,597   100.00%          182    0.00%     12,646,520    397,018,779
       Colin Smith
8      To     re-appoint    193,708,119   84.38%    35,855,922   15.62%    180,101,258    229,564,041
       David Moore
9      To     re-appoint    396,362,867   96.76%    13,284,031    3.24%         18,400    409,646,898
       Michael Hough
10     To     re-appoint    409,611,082   99.99%        38,016    0.01%         16,200    409,649,098
       Ernst & Young
       as auditors
11     To authorise the     409,662,353   100.00%        2,462    0.00%            484    409,664,815
       Directors to fix
       the
       remuneration of
       the auditors
12     To authorise the     396,398,906   96.77%    13,250,677    3.23%         15,716    409,649,583
       Directors to allot
       ordinary shares,
       convertible
       preference
       shares       and
       preference
       shares
13*    To authorise the     409,629,584   99.99%        35,714    0.01%               0   409,665,298
        Company         to
        make       market
        purchases of its
        ordinary shares
14*     To authorise the        396,985,748         96.90%        12,679,550        3.10%                    0   409,665,298
        Company         to
        make       market
        purchases of its
        convertible
        preference
        shares
15*     To authorise the        406,629,402         99.99%             35,896       0.01%         3,000,000      406,665,298
        Company         to
        make       market
        purchases of its
        preference
        shares
16*     To       dis-apply      396,887,421         96.88%        12,777,878        3.12%                    0   409,665,299
        pre-emption
        rights on the
        issue of ordinary
        shares
17*     To       dis-apply      399,159,362         97.44%        10,505,936        2.56%                    0   409,665,298
        pre-emption
        rights on the
        issue of ordinary
        shares for a
        specific
        transaction

*Special Resolution

Notes:
1. "Votes For" includes those giving the Chairman discretion and votes "For" and "Against" are expressed as a percentage of votes
received.
2. A "Vote Withheld" is not a vote in law and is not counted in the calculation of the votes "For" and "Against" a resolution.
3. The total number of Ordinary Shares in issue at 6.00 p.m. on 2 July 2020 was 489,746,016, 83.65% of the voting capital was
instructed.

Raven prides itself on a continued dialogue with all major ordinary shareholders and meets with each of
the largest at least twice a year for consultation on all fundamental, strategic, remuneration and
governance issues. This has been consistent company practice since the Company’s founding 15 years
ago. We accept that the voting profile demonstrates shareholder concern on certain issues going forward
and we have already commenced engagement with the majority holders to address those concerns.

As set out in the circular for the 2020 AGM and in line with best practice, the Company deferred the
proposal of a new remuneration policy for the period 1 January 2021 to 31 December 2023 until the 2021
AGM. As it has with all previous significant remuneration matters, the Company will consult with its major
shareholders before presenting the proposed policy at the 2021 AGM.

In addition, the Company’s succession planning for the composition of the Board and its various
committees is in progress and the Company had expected to continue its orderly rotation of non-
executive directors prior to the AGM. In recent months this has been disrupted by the impact caused by
Covid 19, however the Company would like to confirm that it has now recommenced the process and
expects to complete planned additional non-executive director appointments before the end of 2020, with
the aim of aligning the composition of the Board with the UK Corporate Governance Code by the 2022
AGM.

In all other aspects of corporate governance it remains the Company’s intention to continue to engage
directly and constructively with our major ordinary shareholders.

Changes to Directors
As set out in the Company’s 2019 Annual Report, Christopher Sherwell stepped down as a Director of the
Company with effect from today. Michael Hough who was reappointed at today’s AGM will now become
chairman of the Remuneration Committee and the Company’s senior independent director..

In accordance with Listing Rule 9.6.2R, copies of resolutions 12 to 17 passed at today’s Annual General
Meeting and copies of the resolutions passed at today’s class meetings will be submitted to the National
Storage       Mechanism      and     will   shortly   be     available   for    viewing    online    at:
https://data.fca.org.uk/#/nsm/nationalstoragemechanism

6 July 2020
JSE Sponsor: Rencap Securities (Pty) Limited

Enquiries

 Raven Property Group Limited                                             Tel: + 44 (0) 1481 712955
 Anton Bilton
 Glyn Hirsch

 Novella Communications (public relations adviser)                        Tel: +44 (0) 203 151 7008
 Tim Robertson
 Fergus Young

 N+1 Singer (UK joint broker)                                             Tel: +44 (0) 20 7496 3000
 Corporate Finance - James Maxwell / James Moat
 Sales - Alan Geeves / James Waterlow

 Numis Securities Limited (UK joint broker)                              Tel: + 44 (0) 207 260 1000
 Alex Ham / Jamie Loughborough / Alasdair Abram
 Nathan Brown / George Shiel

 Renaissance Capital (South African broker)                                  Tel: +27 (11) 750 1448
 Yvette Labuschagne

 Renaissance Capital (Russian broker)                                         Tel: + 7 495 258 7770
 David Pipia

 Ravenscroft (TISE sponsor)                                               Tel: + 44 (0) 1481 729100
 Emma Ozanne


About Raven Property Group

Raven Property Group Limited was founded in 2005 to invest in class A warehouse complexes in Russia
and lease to Russian and International tenants. Its Ordinary Shares and preference shares are listed on
the Main Market of the London Stock Exchange and admitted to the Official List of the UK Listing
Authority and the Official List of The International Stock Exchange (“TISE”). Its Ordinary Shares also have
a secondary listing on the main board of the Johannesburg Stock Exchange and the Moscow Stock
Exchange. Its convertible preference shares are admitted to the Official List of TISE and to trading on the
SETSqx market of the London Stock Exchange. The Group operates out of offices in Guernsey, Moscow
and Cyprus and has an investment portfolio of circa 1.9 million square metres of Grade "A" warehouses
in Moscow, St Petersburg, Rostov-on-Don, Novosibirsk and Nizhny Novgorod and 49,000 square metres
of commercial office space in St Petersburg. For further information visit the Company’s website:
www.theravenpropertygroup.com

Date: 06-07-2020 05:14:00
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