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RDI REIT PLC - Annual general meeting voting results and changes to the board

Release Date: 28/01/2021 16:49
Code(s): RPL     PDF:  
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Annual general meeting voting results and changes to the board

(Incorporated in the Isle of Man)
(Registered number 010534V)
LSE share code: RDI
JSE share code: RPL
LEI: 2138006NHZUMMRYQ1745
(“RDI” or the “Company”)


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

The results of voting on the resolutions, which are set out 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 2020                            276,791,949     99.97%          79,607      0.03%         1,174,399

2     To approve the Annual Report on
      Remuneration for the year ended
      31 August 2020                            272,084,877     98.20%       4,976,692      1.80%           984,386

3     To re-elect GR Tipper as a Director       219,373,960     83.69%      42,739,088     16.31%        15,932,907

4     To re-elect SE Ford as an
      Independent Director                      276,694,670     99.87%         353,326      0.13%           997,959

5     To re-elect EA Peace as an
      Independent Director                      276,843,872     99.93%         204,124      0.07%           997,959

6     To elect M Parrott as a Director          270,025,917     98.08%       5,294,429      1.92%         2,725,609

7     To elect SJ Oakenfull as a Director       276,588,242     99.83%         459,754      0.17%           997,959

8     To re-elect DA Grant as a Director        276,567,409     99.83%         480,583      0.17%           997,963

9     To appoint KPMG LLP as the
      Company’s Independent Auditor             272,404,596     98.32%       4,652,784      1.68%           988,575

10    To authorise the Audit and Risk
      Committee to determine the
      remuneration of the Independent
      Auditor                                   276,857,149     99.93%         187,371      0.07%         1,001,435

11    To authorise the Directors to allot
      Ordinary Shares up to the limit
      contained in the Notice of the AGM        226,053,756     81.59%      51,019,129     18.41%           973,070

Special Resolutions
12    To authorise the Directors to dis-
       apply pre-emption rights up to the
       limit stated in the Notice of AGM         218,388,469     78.82%     58,685,746     21.18%           971,740

13    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                      218,528,499     78.87%     58,545,716     21.13%           971,740

14    To authorise the Directors to make
      market purchases of Ordinary Shares
      up to the limit set out in the Notice of
      the AGM                                    271,063,877     97.85%      5,944,590      2.15%         1,037,488

15     To amend the Articles of Association
       of the Company                            274,037,438     99.67%        910,127      0.33%         3,098,390

It should be noted that 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 28 January 2021 is 380,590,061 ordinary shares of 40 pence each the

The total number of votes cast at the AGM was 278,045,955 equating to 73.1 % of the ISC.

It has been noted that 16.31 % of votes were registered against the re-election of Gavin Tipper, the Chairman of RDI.
The Company is aware of shareholder concerns regarding Mr Tipper’s tenure, and a succession plan was set out in the
Annual Report, advising that Mr Tipper would be stepping down at the next AGM in 2022.

It was further noted that a number of shareholders on the JSE register, as in previous years, voted against Resolutions
11, 12 and 13. Following shareholder engagements, the directors’ authority to issue shares was reduced from 66% in
2017, to 10% in 2020. This level of authority is below the standard UK guidelines, and the Board is of the view that it
provides important flexibility to the Company. Management will continue to liaise with shareholders regarding these
resolutions and an update will be provided, in accordance with the UK Corporate Governance Code, within six months
of the AGM.

Board Changes

Michael Farrow retired as a director of RDI at the conclusion of the Annual General Meeting. We offer our thanks to
Michael for the considerable contribution he made during his nine-year tenure. Following Michael’s retirement, Sue
Ford has been appointed as the Senior Independent Director and Liz Peace, having the requisite experience, will
assume the Chair of the Remuneration Committee.

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: and can also
be viewed on the Company’s website,

For further information:

Stephen Oakenfull, Donald Grant                                           Tel: +44 (0) 20 7811 0100
FTI Consulting
UK Public Relations Adviser
Dido Laurimore, Claire Turvey                                             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

28 January 2021

Note to editors:

About RDI

RDI is an income focused UK Real Estate Investment Trust (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 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

Date: 28-01-2021 04:49:00
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