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DIPULA INCOME FUND LIMITED - Results of annual general meeting

Release Date: 15/02/2021 16:45
Code(s): DIA DIB     PDF:  
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Results of annual general meeting

DIPULA INCOME FUND LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2005/013963/06)
JSE share code: DIA     ISIN: ZAE000203378
JSE share code: DIB     ISIN: ZAE000203394
(Approved as a REIT by the JSE)
(“Dipula” or “Company”)


RESULTS OF ANNUAL GENERAL MEETING


Shareholders are advised that at the annual general meeting of shareholders held on Monday, 15 February 2021 (in
terms of the notice of annual general meeting dispatched to shareholders on Friday, 18 December 2020), all the
resolutions tabled thereat were passed by the requisite majority of Dipula shareholders other than ordinary
resolution 9, in respect of a general authority to issue shares for cash. Non-binding advisory resolution 2 in respect of
the endorsement of the remuneration implementation report of the Company was voted against by more than 25% of
votes exercised at the annual general meeting.

Details of the results of voting at the annual general meeting are as follows:

-   total number of Dipula shares in issue as at the date of the annual general meeting: 529 331 638;
-   total number of Dipula A shares that could have been voted at the annual general meeting: 264 665 819;
-   total number of Dipula B shares that could have been voted at the annual general meeting: 264 665 819;
-   total number of Dipula shares that were present/represented at the annual general meeting: 458 978 984, being
    86.71% of the total number of Dipula shares that could have voted at the annual general meeting.
-   total number of Dipula A shares that were present/represented at the annual general meeting: 236 373 762, being
    89.31% of the total number of Dipula A shares that could have been voted at the annual general meeting; and
-   total number of Dipula B shares that were present/represented at the annual general meeting: 222 605 222, being
    84.11% of the total number of Dipula B shares that could have been voted at the annual general meeting.

Ordinary resolution number 1: Re-election of Z Matlala as a director

A shares voted*                 For                               Against                       Abstentions^
236 350 617, being 89.30%       208 909 152, being 88.39%         27 441 465, being 11.61%      23 145, being 0.01%
B shares voted*                 For                               Against                       Abstentions^
222 602 570, being 84.11%       222 597 570, being 100.00%        5 000, being 0.00%            2 652, being 0.00%
Total shares voted*             For                               Against                       Abstentions^
458 953 187, being 86.70%       431 506 722, being 94.02%         27 446 465, being 5.98%       25 797, being 0.00%

Ordinary resolution number 2: Re-election of Y Waja as a director

A shares voted*                 For                               Against                       Abstentions^
236 350 617, being 89.30%       226 450 221, being 95.81%         9 900 396, being 4.19%        23 145, being 0.01%
B shares voted*                 For                               Against                       Abstentions^
222 602 570, being 84.11%       158 574 335, being 71.24%         64 028 235, being 28.76%      2 652, being 0.00%
Total shares voted*             For                               Against                       Abstentions^
458 953 187, being 86.70%       385 024 556, being 83.89%         73 928 631, being 16.11%      25 797, being 0.00%

Ordinary resolution number 3: Re-election of Prof E Links as a director

A shares voted*                For                            Against                    Abstentions^
236 350 617, being 89.30%      215 902 227, being 91.35%      20 448 390, being 8.65%    23 145, being 0.01%
B shares voted*                For                            Against                    Abstentions^
222 602 570, being 84.11%      158 574 335, being 71.24%      64 028 235, being 28.76%   2 652, being 0.00%
Total shares voted*            For                            Against                    Abstentions^
458 953 187, being 86.70%      374 476 562, being 81.59%      84 476 625, being 18.41%   25 797, being 0.00%

Ordinary resolution number 4: Reappointment of BH Azizollahoff as a director

A shares voted*                For                            Against                    Abstentions^
236 350 617, being 89.30%      226 450 221, being 95.81%      9 900 396, being 4.19%     23 145, being 0.01%
B shares voted*                For                            Against                    Abstentions^
222 602 570, being 84.11%      158 574 335, being 71.24%      64 028 235, being 28.76%   2 652, being 0.00%
Total shares voted*            For                            Against                    Abstentions^
458 953 187, being 86.70%      385 024 556, being 83.89%      73 928 631, being 16.11%   25 797, being 0.00%

Ordinary resolution number 5: Reappointment of Y Waja as a chairman of the audit and risk committee

A shares voted*                For                            Against                    Abstentions^
236 350 617, being 89.30%      225 420 667, being 95.38%      10 929 950, being 4.62%    23 145, being 0.01%
B shares voted*                For                            Against                    Abstentions^
222 602 570, being 84.11%      158 574 335, being 71.24%      64 028 235, being 28.76%   2 652, being 0.00%
Total shares voted*            For                            Against                    Abstentions^
458 953 187, being 86.70%      383 995 002, being 83.67%      74 958 185, being 16.33%   25 797, being 0.00%

Ordinary resolution number 6: Reappointment of BH Azizollahoff as a member of the audit and risk committee

A shares voted*                For                            Against                    Abstentions^
236 350 617, being 89.30%      225 420 667, being 95.38%      10 929 950, being 4.62%    23 145, being 0.01%
B shares voted*                For                            Against                    Abstentions^
222 602 570, being 84.11%      158 574 335, being 71.24%      64 028 235, being 28.76%   2 652, being 0.00%
Total shares voted*            For                            Against                    Abstentions^
458 953 187, being 86.70%      383 995 002, being 83.67%      74 958 185, being 16.33%   25 797, being 0.00%

Ordinary resolution number 7: Reappointment of Prof E Links as a member of the audit and risk committee

A shares voted*                For                            Against                       Abstentions^
236 350 617, being 89.30%      214 872 673, being 90.91%      21 477 944, being 9.09%       23 145, being 0.01%
B shares voted*                For                            Against                       Abstentions^
222 602 570, being 84.11%      158 574 335, being 71.24%      64 028 235, being 28.76%      2 652, being 0.00%
Total shares voted*            For                            Against                       Abstentions^
458 953 187, being 86.70%      373 447 008, being 81.37%      85 506 179, being 18.63%      25 797, being 0.00%

Ordinary resolution number 8: Appointment of Mazars as independent external auditor and Susan Truter as the
designated audit partner of the Company

A shares voted*                For                            Against                       Abstentions^
236 350 617, being 89.30%      236 349 579, being 100.00%     1 038, being 0.00%            23 145, being 0.01%
B shares voted*                For                            Against                       Abstentions^
222 602 570, being 84.11%      222 597 570, being 100.00%     5 000, being 0.00%            2 652, being 0.00%
Total shares voted*            For                            Against                       Abstentions^
458 953 187, being 86.70%      458 947 149, being 100.00%     6 038, being 0.00%            25 797, being 0.00%

Ordinary resolution number 9: General authority to issue shares for cash

A shares voted*                For                            Against                       Abstentions^
236 373 762, being 89.31%      178 324 507, being 75.44%      58 049 255, being 24.56%      -
B shares voted*                For                            Against                       Abstentions^
222 602 570, being 84.11%      140 036 855, being 62.91%      82 565 715, being 37.09%      2 652, being 0.00%
Total shares voted*            For                            Against                       Abstentions^
458 976 332, being 86.71%      318 361 362, being 69.36%      140 614 970, being 30.64%     2 652, being 0.00%

Ordinary resolution number 10: Specific authority to issue shares pursuant to a reinvestment option

A shares voted*                For                            Against                       Abstentions^
236 373 762, being 89.31%      223 887 589, being 94.72%      12 486 173, being 5.28%       -
B shares voted*                For                            Against                       Abstentions^
222 602 570, being 84.11%      170 090 444, being 76.41%      52 512 126, being 23.59%      2 652, being 0.00%
Total shares voted*            For                            Against                       Abstentions^
458 976 332, being 86.71%      393 978 033, being 85.84%      64 998 299, being 14.16%      2 652, being 0.00%

Ordinary resolution number 11: Amendment to the rules of the CSP

A shares voted*               For                           Against                    Abstentions^
236 350 617, being 89.30%     225 801 585, being 95.54%     10 549 032, being 4.46%    23 145, being 0.01%
B shares voted*               For                           Against                    Abstentions^
222 602 570, being 84.11%     177 016 329, being 79.52%     45 586 241, being 20.48%   2 652, being 0.00%
Total shares voted*           For                           Against                    Abstentions^
458 953 187, being 86.70%     402 817 914, being 87.77%     56 135 273, being 12.23%   25 797, being 0.00%

Non-binding advisory resolution number 1: Endorsement of the remuneration policy

A shares voted*               For                           Against                    Abstentions^
236 350 617, being 89.30%     211 276 291, being 89.39%     25 074 326, being 10.61%   23 145, being 0.01%
B shares voted*               For                           Against                    Abstentions^
222 602 570, being 84.11%     196 090 570, being 88.09%     26 512 000, being 11.91%   2 652, being 0.00%
Total shares voted*           For                           Against                    Abstentions^
458 953 187, being 86.70%     407 366 861, being 88.76%     51 586 326, being 11.24%   25 797, being 0.00%

Non-binding advisory resolution number 2: Endorsement of the remuneration implementation report

A shares voted*               For                           Against                    Abstentions^
236 350 617, being 89.30%     184 256 764, being 77.96%     52 093 853, being 22.04%   23 145, being 0.01%
B shares voted*               For                           Against                    Abstentions^
222 602 570, being 84.11%     150 240 193, being 67.49%     72 362 377, being 32.51%   2 652, being 0.00%
Total shares voted*           For                           Against                    Abstentions^
458 953 187, being 86.70%     334 496 957, being 72.88%     124 456 230, being 27.12% 25 797, being 0.00%

Ordinary resolution number 12: To authorise the signature of documentation

A shares voted*               For                           Against                    Abstentions^
236 373 762, being 89.31%     236 372 724, being 100.00%    1 038, being 0.00%         -
B shares voted*               For                           Against                    Abstentions^
222 602 570, being 84.11%     222 597 570, being 100.00%    5 000, being 0.00%         2 652, being 0.00%
Total shares voted*           For                           Against                    Abstentions^
458 976 332, being 86.71%     458 970 294, being 100.00%    6 038, being 0.00%         2 652, being 0.00%

Special resolution number 1: Financial assistance to related or inter-related companies

A shares voted*                For                             Against                      Abstentions^
236 350 617, being 89.30%      228 773 008, being 96.79%       7 577 609, being 3.21%       23 145, being 0.01%
B shares voted*                For                             Against                      Abstentions^
222 602 570, being 84.11%      222 597 570, being 100.00%      5 000, being 0.00%           2 652, being 0.00%
Total shares voted*            For                             Against                      Abstentions^
458 953 187, being 86.70%      451 370 578, being 98.35%       7 582 609, being 1.65%       25 797, being 0.00%

Special resolution number 2: Financial assistance for the subscription and/or purchase of securities in the company
or in related or inter-related companies

A shares voted*                For                             Against                      Abstentions^
236 350 617, being 89.30%      222 666 179, being 94.21%       13 684 438, being 5.79%      23 145, being 0.01%
B shares voted*                For                             Against                      Abstentions^
222 602 570, being 84.11%      177 016 329, being 79.52%       45 586 241, being 20.48%     2 652, being 0.00%
Total shares voted*            For                             Against                      Abstentions^
458 953 187, being 86.70%      399 682 508, being 87.09%       59 270 679, being 12.91%     25 797, being 0.00%

Special resolution number 3: Share repurchases

A shares voted*                For                             Against                      Abstentions^
236 373 762, being 89.31%      230 265 895, being 97.42%       6 107 867, being 2.58%       -
B shares voted*                For                             Against                      Abstentions^
222 602 570, being 84.11%      222 597 570, being 100.00%      5 000, being 0.00%           2 652, being 0.00%
Total shares voted*            For                             Against                      Abstentions^
458 976 332, being 86.71%      452 863 465, being 98.67%       6 112 867, being 1.33%       2 652, being 0.00%

Special resolution number 4: Approval of non-executive directors’ remuneration

A shares voted*                 For                             Against                      Abstentions^
236 350 617, being 89.30%       231 612 222, being 98.00%       4 738 395, being 2.00%       23 145, being 0.01%
B shares voted*                 For                             Against                      Abstentions^
222 602 570, being 84.11%       222 597 570, being 100.00%      5 000, being 0.00%           2 652, being 0.00%
Total shares voted*             For                             Against                      Abstentions^
458 953 187, being 86.70%       454 209 792, being 98.97%       4 743 395, being 1.03%       25 797, being 0.00%

Special resolution number 5: Approval to issue shares in terms of section 41(1) of the Companies Act

A shares voted*                   For                              Against                    Abstentions^
236 373 762, being 89.31%         213 316 450, being 90.25%        23 057 312, being 9.75%    -
B shares voted*                   For                              Against                    Abstentions^
222 602 570, being 84.11%         170 090 444, being 76.41%        52 512 126, being 23.59%   2 652, being 0.00%
Total shares voted*               For                              Against                    Abstentions^
458 976 332, being 86.71%         383 406 894, being 83.54%        75 569 438, being 16.46%   2 652, being 0.00%
* shares voted (excluding abstentions) in relation to total shares in issue
^ in relation to total shares in issue

As a result of 27.12% of shareholders voting against non-binding advisory resolution 2 at the annual general meeting,
Dipula extends an invitation to all dissenting shareholders, as well as shareholders who have not yet engaged with the
Company, in order to address their concerns on the remuneration implementation report. Shareholders are requested to
provide their reasons for voting against non-binding advisory resolution 2, as well as their concerns with the
implementation report, in writing to the chairperson of the remuneration committee, Mr S Halliday by emailing the
company secretary at dipula@acorim.co.za by no later than close of business on Monday, 22 February 2021. Dipula
will consider all concerns and, where appropriate, take steps to address any legitimate and reasonable concerns raised
by shareholders.

15 February 2021


Sponsor
Java Capital

Date: 15-02-2021 04:45:00
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